Guest Adam Ward Posted November 27, 2010 at 09:15 PM Report Share Posted November 27, 2010 at 09:15 PM Normal procedures of a Board of Directors is to approve amongst the board at a monthly meeting any sort of buying and or selling transactions. It then is motioned to buy or sell and then voted on, also to be placed in the minutes of this meeting. If a certain few Board members decide to do a transaction without the approval of the rest of the Board, whether it is to buy or sell,and then say it was talked about or discussed and can not find this in any minutes that have already been approved, Is this breaking by-laws and illegal? The members of the community association are wondering why they can not be taken off the board for breaking the by-laws. They are trying to say things were discussed but some Board members are disputing this because IT WAS NEVER DISCUSSED AND OR VOTED ON. ANY HELP ON HOW TO STRAIGHTEN OUT THESE ISSUES OR HAVE THOSE BOARD MEMBERS REMOVED FOR NOT FOLLOWING CORRECT PROCEDURES. Link to comment Share on other sites More sharing options...
Robert B Fish Posted November 27, 2010 at 09:53 PM Report Share Posted November 27, 2010 at 09:53 PM Normal procedures of a Board of Directors is to approve amongst the board at a monthly meeting any sort of buying and or selling transactions. It then is motioned to buy or sell and then voted on, also to be placed in the minutes of this meeting. If a certain few Board members decide to do a transaction without the approval of the rest of the Board, whether it is to buy or sell,and then say it was talked about or discussed and can not find this in any minutes that have already been approved, Is this breaking by-laws and illegal? The members of the community association are wondering why they can not be taken off the board for breaking the by-laws. They are trying to say things were discussed but some Board members are disputing this because IT WAS NEVER DISCUSSED AND OR VOTED ON. ANY HELP ON HOW TO STRAIGHTEN OUT THESE ISSUES OR HAVE THOSE BOARD MEMBERS REMOVED FOR NOT FOLLOWING CORRECT PROCEDURES.Discussing whether to buy or sell amongst members, even during an official meeting does not give them the power to do so without an approved motion. If they are acting without approval, they are assuming a personal liability for any damages the organization might incur. Of course, the board could decide that what they did was a good idea and ratify their actions, thereby making them official after the fact. Depending on what was sold, the act could possibly be criminal.For information on removing them from office, see FAQ#20-Bob Link to comment Share on other sites More sharing options...
Larry Cisar Posted November 27, 2010 at 10:43 PM Report Share Posted November 27, 2010 at 10:43 PM Discussing whether to buy or sell amongst members, even during an official meeting does not give them the power to do so without an approved motion. If they are acting without approval, they are assuming a personal liability for any damages the organization might incur. Of course, the board could decide that what they did was a good idea and ratify their actions, thereby making them official after the fact. Depending on what was sold, the act could possibly be criminal.For information on removing them from office, see FAQ#20-Boband for the legal, consult an attorney. Link to comment Share on other sites More sharing options...
Guest Adam Ward Posted November 28, 2010 at 12:24 AM Report Share Posted November 28, 2010 at 12:24 AM "the board could decide that what they did was a good idea and ratify their actions, thereby making them official after the fact". Is this legal? They could do this all the time then.Each time they could buy or sell then bring it back to the board and say this needed to happen and make it all ok.When are you held accountable BY NOT FOLLOWING THE RULES AND BUY-LAWS THEN? Link to comment Share on other sites More sharing options...
hmtcastle Posted November 28, 2010 at 12:28 AM Report Share Posted November 28, 2010 at 12:28 AM "the board could decide that what they did was a good idea and ratify their actions, thereby making them official after the fact". Is this legal? They could do this all the time then.Well, taking individual action in the hope that it will later be ratified should only be done in case of emergency. Something like hiring a plumber to stop a leak before the clubhouse is flooded and one hundred years of club records are destroyed. Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted November 28, 2010 at 02:44 AM Report Share Posted November 28, 2010 at 02:44 AM Normal procedures of a Board of Directors is to approve amongst the board at a monthly meeting any sort of buying and or selling transactions. It then is motioned to buy or sell and then voted on, also to be placed in the minutes of this meeting. If a certain few Board members decide to do a transaction without the approval of the rest of the Board, whether it is to buy or sell,and then say it was talked about or discussed and can not find this in any minutes that have already been approved, Is this breaking by-laws and illegal? I don't know if the bylaws were broken or not.Someone would have to READ THE BYLAWS and match-up the action vs. the rule, and judge whether compliance or non-compliance has occurred.Saying what "normal procures" are (whatever THAT means) means nothing.(E.g.: "Normal" might well have been "non-compliance" all this time.)The members of the community association are wondering why they can not be taken off the board for breaking the by-laws.Yes. Violating the rules is just cause for removal.But the $64 Question is, has a violation occurred?They are trying to say things were discussed but some Board members are disputing this because IT WAS NEVER DISCUSSED AND OR VOTED ON. What has "discussion" got to do with anything. Why bring up this red herring? Link to comment Share on other sites More sharing options...
Josh Martin Posted November 28, 2010 at 06:12 AM Report Share Posted November 28, 2010 at 06:12 AM Is this legal?It is proper under the rules of RONR. Whether it is legal is a question for an attorney.They could do this all the time then.Each time they could buy or sell then bring it back to the board and say this needed to happen and make it all ok.Yes, they could. If the board has the authority to authorize the action in the first place, it also has the authority to ratify it. The board could refuse to ratify the action.When are you held accountable BY NOT FOLLOWING THE RULES AND BUY-LAWS THEN?Ratification does not protect the board members from disciplinary action. Link to comment Share on other sites More sharing options...
Guest Adam Ward Posted November 28, 2010 at 07:32 PM Report Share Posted November 28, 2010 at 07:32 PM I don't know if the bylaws were broken or not.Someone would have to READ THE BYLAWS and match-up the action vs. the rule, and judge whether compliance or non-compliance has occurred.Saying what "normal procures" are (whatever THAT means) means nothing.(E.g.: "Normal" might well have been "non-compliance" all this time.)Yes. Violating the rules is just cause for removal.But the $64 Question is, has a violation occurred?What has "discussion" got to do with anything. Why bring up this red herring?When the President of the Board uses that phrase "discussion" he was trying to justify their actions by claiming that they "discussed it " so you knew what we were doing.I said normal because those were those are the procedures the board has been using. sorry for using the wrong Link to comment Share on other sites More sharing options...
Guest Adam Ward Posted November 28, 2010 at 07:33 PM Report Share Posted November 28, 2010 at 07:33 PM When the President of the Board uses that phrase "discussion" he was trying to justify their actions by claiming that they "discussed it " so you knew what we were doing.I said normal because those were those are the procedures the board has been using. sorry for using the wrong word. Link to comment Share on other sites More sharing options...
Josh Martin Posted November 28, 2010 at 10:46 PM Report Share Posted November 28, 2010 at 10:46 PM When the President of the Board uses that phrase "discussion" he was trying to justify their actions by claiming that they "discussed it " so you knew what we were doing.Okay, so it still has nothing to do with anything, but it was the President who (initially) raised the red herring, not you. Link to comment Share on other sites More sharing options...
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