presidential voting

We should be an HOA board of 5 but no-one would take an open seat so the President was told that he has 2 votes to make up for the missing board member. Is that correct according to Robert's Rules. So basically he only needs one other vote to always win his way. Is this correct or how should things be working? Help!

so he should not be firstly voting as the missing board member and then in the case of a tie, voting to break the tie?

So can the board amend the bi-laws themselves? What if the other board members so not agree to do so?

Thank-you for all of your help.

Linda:

you have gotten great advice so far, if you have an open board seat and it is not filled then it is as if that position doesn't exist, the vote is not available and no one can vote for them.

Read your documents, you should see procedures on how to replace board members, if it is mid term typically the board can just appoint someone. Your documents should also have procedures on how to amend bylaws as well, ours require approval of members at a meeting called for that purpose.

Correct.

Your president gets one vote, and only one vote - - - period!

Lynda, one of the options you have is to sit down with you president and remind him/her that knowingly breaking bylaws will guarantee that the he/she can be personally liable for any actions, and that your Errors and Omissions insurance will not cover it.

That will usually make people stop and think

Oh, Lynda. Don't give up yet! You don't want all of your hard work to be compromised! Wait to see if we can help!

Give these some thoughts:

When bylaws are silent on a topic, look for the answers in your state's corporation codes. (Possibly civil codes, but probably not.) Corp. codes spell out many things like duties of directors. The practice of one person, one vote on boards and, say, in large groups like the US senate, is so well-known that it's not surprising it's not in your bylaws--it's not in ours. If your state's corp codes are silent on this topic, then, as your husband suggests, you turn to Robert's. Our board has done that a few times during the 5 years I've served on it.

If you have a Management Company, there may be a clause in the contract (it's in ours) that says that the Property Manager may do nothing that conflicts with your documents OR state laws. See if you can get the PM on your side. Your PM could contact your HOA attorney for an opinion. If the HOA attorney cannot be contacted without your President's consent, consider paying any HOA attorney for 15 minutes of time to get a written opinion.

Does your HOA meet monthly? Invite owners whom you know to a meeting and put your issue on the regular or open meeting agenda. Especially invite the former president. If you lose the vote, insist that your opinion be entered in the minutes. And Jeff's advice is appropriate here. By having your opinion in the minutes, you should be protected.

I'm just tossing these out to you and to others in case they spark. I think I can safely say that we all support you!

Your president needs to stop playing by a child's silly made-up rules pretending to be on a make-believe board and join the adult world of real parliamentary procedure. He gets one vote, and only one vote. He does not get to vote as the missing director and again as the president. This is such a basic premise that it is assumed that it is understood by everyone.

However, Roberts Rules (10th ed.) states on page 393, "The chair (meaning the president) cannot vote twice, once as a member, then again in his capacity as presiding officer."

By your president's reasoning, he should get to vote for any board member who doesn't show up for a board meeting. If you have only four board members instead of five, the fifth vote is lost. Whenever a vote is taken, there will be only four (or fewer) votes until a fifth member is elected or appointed to the board.

Attorneys are notoriously ignorant of parliamentary procedure, but some will try to convince you they know everything there is to know. An attorney once told me that.

No offense intended to any attorney reading this, but remember that in any court case, one attorney wins and one attorney loses. That means, statistically, attorneys are right only half the time.

If you want the correct answer to a question of parliamentary procedure, ask a parliamentarian, not an attorney.

Tell you what. Go to this site:
http://robertsrules.forumflash.com/index.php?/forum/4-general-discussion/
and ask your question regarding two votes by your president on that forum.

Sorry, my wording is incorrect. We have a Pres who is also the treasurer, a legal eagle vice prez, a secretary, and a plain boardmember no titles. The prez/treasurer is getting two votes for himself and the missing 5th. Vice gets one, secretary get one and boardmember get one.

I tried getting on the forum but I am not that good with this stuff. I can't post my question. I tried.

Linda...great way to look at it is each person gets only one vote no matter how many hats they wear, they can be the president, VP, secretary, janitor, MC, DJ, etc...just one vote period.

I love your way of thinking! Would you mind joining me on a board. 5th person is needed! I'm cooked and I know it. I'm just feeling so much better with all of your help. My head is hanging a little higher. Thank-you everyone. I told the board that if a 5th person does not join us by Friday, that I was done. Again, thank-you everyone for your support and opinions.

Susan-thank-you for your help. As of yesterday, I left the association board. I could not be a part of their circus. It was so nice to hear so many supportive people with wonderful knowledgeable thoughts. I sincerely thought I was going crazy. I am proud of my work and have always given 150%. This forum is priceless.

Somebody has to graduate last in the class. :}

Dorothy, did you consult an attorney when you amended your Bylaws?

I don't think you can get rid of directors. Directors are elected and officers are appointed, usually by the board.

USUALLY:

All officers are directors
Not all directors are officers.

RCW 64.38.010 (HOA Statute)
Definitions. (Effective January 1, 2012.)

For purposes of this chapter:

(3) "Board of directors" or "board" means the body, regardless of name, with primary authority to manage the affairs of the association

Tim,
I think we are good. As far back as I have records for, from when the developer was still in control, to when the development was complete and he resigned, till now, there have never been directors and officers. There has only been a "Board," with the three officers, always elected by the members. And yes, the original Bylaws do have the standard boiler-plate definitions of "Directors" and "Officers," but as the original governing body was the developer and his wife, who were also the Residential Committee before there was ever a homeowner on the Residential Committee, I can only surmise at some point the "officers" were elected. The first six years of records are missing, so I have no paper trail as to how the original governing body was established or constructed. What I do have is the following fourteen years of Minutes where there has never been a Board of Directors and Officers, just the Board with the three officers, which has been the managing body, from what I can tell, even before the developer was no longer a part of the association.

And while I know what the Washington Non-Profit Corporation Act says about a non-profit being governed by a Board of Directors, the above HOA statute seems to give leeway to that. Perhaps because of the understanding that some HOA's are small enough to not be able to have the two-tiered structure of governance and that apathy is the norm in most HOA's, So, the little, but crucial article "or" as opposed to the big, bad, "and," in the above statute says to me that as long as an association's managing body follows the rules and regulations in its governing documents, original or amended, as voted on by the required majority of members, it is in good standing.

Now whether we had at one time a Board of Directors in some form in the nascent days of the 'hood, I don't know. What I do know is that if someone gets a bee in their bonnet about not having a Board of Directors and Officers, they would no doubt have to file a lawsuit to figure it all out. Seeing as how the paper trail we do have for the last fourteen years is totally transparent as to amendments, as well as to a well-run association, with only two legal issues in all that time, I'm not going to worry too much about this. Famous last words, huh. . .?