When is a Meeting Illegal ?

[dbpc2000]

If all the members of the board meet at a given time to discuss business of any kind and make a decision without an actual vote is the meeting legal?

If no decisions are actually made and it is more or less an exchange of ideas with a new vendor to be a Property manager does that change the legality of the meeting?

[Larry Cisar]

If all the members of the board meet at a given time to discuss business of any kind and make a decision without an actual vote is the meeting legal?

If no decisions are actually made and it is more or less an exchange of ideas with a new vendor to be a Property manager does that change the legality of the meeting?

Meeting are only "legal" when they are properly called according to the rules of the organization. Otherwise, they are just bull sessions.

[Josh Martin]

If all the members of the board meet at a given time to discuss business of any kind and make a decision without an actual vote is the meeting legal?

Yes, if the meeting was properly called under the rules in your Bylaws, otherwise, no. The fact that a vote was not taken is immaterial, as many decisions are handled by unanimous consent.

I take it this was not a regular meeting or you wouldn't be bothering to ask this question. What do your Bylaws say about special meetings?

If no decisions are actually made and it is more or less an exchange of ideas with a new vendor to be a Property manager does that change the legality of the meeting?

If no decisions were made I don't see why it matters whether the meeting was valid.

[Kim Goldsworthy]

If all the members of the board meet at a given time

to discuss business of any kind

and make a decision without an actual vote

is the meeting legal?

Do you mean, spontaneously meet?

"No," spontaneous meetings are never proper, because

(1.) they are not regular meetings (surely!);

(2.) they are not special meetings (because the calling failed to follow the bylaws' method of calling special meetings).

So if your "given time" is a party, a BBQ, a wedding, a bar mitzvah, or cocktail happy hour, the answer is still "No."

[tctheatc]

If no decisions were made I don't see why it matters whether the meeting was valid.

That's what I was thinking!

[Gary Novosielski]

If no decisions were made I don't see why it matters whether the meeting was valid.

Well, I suppose someone could raise a point of order that all of the decisions that were not made are therefore null and void.

I'd just insert my usual caveat that if there are "Sunshine Law" provisions (superseding RONR) in effect for this type of organization, they sometimes protect not only decisions but also discussions from being held out of public view. There's still no practical effect if no action arose from the discussions, but it could subject the members themselves to disciplinary action. (This would be beyond the Book--in the bailiwick of a barrister.)

Nothing in RONR prevents even a quorum of members from "running into" each other, as long as whatever comes of it isn't treated as a Meeting of the body in question.

[Guest truthseeker]

Yes, if the meeting was properly called under the rules in your Bylaws, otherwise, no. The fact that a vote was not taken is immaterial, as many decisions are handled by unanimous consent.

I take it this was not a regular meeting or you wouldn't be bothering to ask this question. What do your Bylaws say about special meetings?

If no decisions were made I don't see why it matters whether the meeting was valid.

[Guest truthseeker]

Thanks for the reply.

It was not a regular meeting. Our bylaws state that special meetings must be posted 48 hrs. in advance so residents may attend if they desire.

I live in a Sunshine State.

There were no votes but some decisions were made.

I care because there were many problems with a previous board in our community that did this regularly.

I like to do things accord to the governing documents and not leave room for residents to be upset. I don't want to be part of things done illegally.

Also, because I am the only board member that will be on the board after January 2011. We have 6 vacant positions and will be electing new members.

I sincerely appreciate any help you can give me.

[hmtcastle]

There were no votes but some decisions were made.

Well, it still depends on the nature of those decisions. Putting aside any "sunshine law" restrictions, it's okay (as far as RONR is concerned) for a few board members to get together and decide to do something at the next meeting. It's not okay for a few board members to get together and make a board decision. The board can only act as a board at a proper meeting of the board.

[dbpc2000]

Do you mean, spontaneously meet?

"No," spontaneous meetings are never proper, because

(1.) they are not regular meetings (surely!);

(2.) they are not special meetings (because the calling failed to follow the bylaws' method of calling special meetings).

So if your "given time" is a party, a BBQ, a wedding, a bar mitzvah, or cocktail happy hour, the answer is still "No."

[dbpc2000]

Thanks for your response.

The entire board received an email that we would be meeting at a certain time & date.

[dbpc2000]

Well, it still depends on the nature of those decisions. Putting aside any "sunshine law" restrictions, it's okay (as far as RONR is concerned) for a few board members to get together and decide to do something at the next meeting. It's not okay for a few board members to get together and make a board decision. The board can only act as a board at a proper meeting of the board.

[hmtcastle]

The entire board received an email that we would be meeting at a certain time & date.

If the rules for calling a special meeting were followed, the meeting is "legal". Those rules typically describe who can call the meeting and how it is to be called (i.e. by what method and with how much prior notice).

[dbpc2000]

Well, they were actually making decisions now on how the newly elected board members & me ( the only holdover ) will work with the new Property Manager that they started this month instead of in January as was voted on by the present board. They did not inform the board that they were starting them early or take a vote at last month's meeting to start them one month earlier. ( obviosly lots going on here )

My position was that the decisions should be left to the newly elected board next month. However, the President made the decisions at this meeting. ( after discussion but no vote )

[Josh Martin]

I live in a Sunshine State.

...

I like to do things accord to the governing documents and not leave room for residents to be upset. I don't want to be part of things done illegally.

If your question is whether the meeting was held in compliance with the "sunshine laws" or "open meeting laws" in your state, you need to talk to a lawyer or the office of your state's Secretary of State.

[dbpc2000]

If the rules for calling a special meeting were followed, the meeting is "legal". Those rules typically describe who can call the meeting and how it is to be called (i.e. by what method and with how much prior notice).

[dbpc2000]

The rules were not followed. The meeting was not posted in advance as our bylaws call for.

[Josh Martin]

The meeting was not posted in advance as our bylaws call for.

Well, if you know that much, it seems your question was already answered (in the first post).

[dbpc2000]

Yes, but now I'm not sure what to do. I can do nothing. I can confront the President that called the "meeting", but HOA Boards are more difficult because you have to live with the people after the fact.

I was looking for suggestions on how others handled similar situations. I do not want to report to the State I just want it not to happen again.

[dbpc2000]

Thanks for your reply Josh.

[hmtcastle]

My position was that the decisions should be left to the newly elected board next month. However, the President made the decisions at this meeting. ( after discussion but no vote )

Well, the current board members are under no obligation to wait for the new board members to take office. But bear in mind that whatever is done can often be undone.

I don't know why there was no vote but, if no one objected, it's called "unanimous consent".

[hmtcastle]

Yes, but now I'm not sure what to do. I can do nothing. I can confront the President that called the "meeting", but HOA Boards are more difficult because you have to live with the people after the fact.

I was looking for suggestions on how others handled similar situations. I do not want to report to the State I just want it not to happen again.

You represent all the members of the HOA so you should not hesitate to let the board know that the meeting was improperly called and, therefore, any business conducted is null and void. Unless all the current board members will be gone next month, they'll only do it again.

[dbpc2000]

They will all be gone next month, with possibly one exception, if they get voted in again.

I learned today from one of the prospective board members that there is a meeting planned

next week.

I am the VP but was not informed of this meeting. The email notice was sent out by the Treasurer. It is called an orientation for Prospective board members.

[David A Foulkes]

I do not want to report to the State I just want it not to happen again.

Your (current) board isn't playing by the rules, and taking appropriate corrective parliamentary steps will likely be useless. The President will no doubt rule a Point of Order out of order, and (as we've read here before in posts by others) he could just as easily say you're out of order and have you removed. That would be wrong, but if he's got the support, you'll find yourself outside the meeting hall.

As for the meeting next week, I would hazard a guess that proper notice was not followed (you not being notified, an email being sent as opposed to a mailing, or whatever your bylaws may require), and that could/would/should make the meeting an illegal meeting. It even sounds like a special meeting, and there's a whole host of issues involved there - whether the bylaws authorize them, as well as who can call one and how notice must be given.

If your tire is flat, not wanting it to be isn't enough. If you have to report this to some higher authority, that may be what it takes.

Or, you can start crossing off the days on your calendar and hope for the best.

[dbpc2000]

Thanks David for explaining this to me. Your last option

"Or, you can start crossing off the days on your calendar and hope for the best."

may be the best road for me to take.

At this point there is only one month left and I can't wait for it to be over.

My taking action is not going to change anything at this point & as you replied I could end up in the hall. I don't know if he would have the support but I don't want to chance it.