LyndaC3
(Wisconsin)
Posts:16
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| 10/30/2011 6:03 PM |
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| 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! |
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JeffR7
(California)
Posts:245
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| 10/30/2011 6:18 PM |
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| If your bylaws specify 5 board members you need to have 5 board members. At no time anyone on the board should have two votes. |
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LyndaC3
(Wisconsin)
Posts:16
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| 10/30/2011 6:30 PM |
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| 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? |
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JeffR7
(California)
Posts:245
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| 10/30/2011 6:34 PM |
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Unless your bylaws dictate differently a president just like everyone on the board has one vote. There is a difference in being a board member and an officer (president, secretary, etc. are officers)
The issue you might have with 4 members is that you'll have a tie. You really need to find a fifth board member which you can appoint until the next election.
If you absolutely don't have a fifth member you should amend your bylaws and only require a 3 member board |
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LyndaC3
(Wisconsin)
Posts:16
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| 10/30/2011 6:41 PM |
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| So can the board amend the bi-laws themselves? What if the other board members so not agree to do so? |
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JeffR7
(California)
Posts:245
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| 10/30/2011 7:08 PM |
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Lynda, you need to read your existing bylaws. it will be spelled out there.
generally all members, not just the board, must approve bylaws or CC&R amendments. The board still needs to agree to propose the amendment and move forward with it.
if other board members don't want to do it and you can't find a 5th member you are looking at a dysfunctional board.
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LyndaC3
(Wisconsin)
Posts:16
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| 10/30/2011 7:14 PM |
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| Thank-you for all of your help. |
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BruceF1
(Connecticut)
Posts:1510
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| 10/31/2011 4:41 AM |
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Posted By LyndaC3 on 10/30/2011 6:03 PM
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!
Lynda,
Utter nonsense!
Officers do not vote. Tour board is a BOARD OF DIRECTORS and therefore, only DIRECTORS vote, and each DIRECTOR gets only ONE vote. The fact that a person may be both a director and officer simply means that person wears two hats: one as a director and one as an officer. When that person votes, he/she does so as a director; not as an officer. Any director who is absent, for whatever reason, is unable to vote. No one, not even your president, is entitled or required to replace that person's vote.
Ask whoever told your president that he is supposed to "make up" the missing person's vote to show you, in print, where it says that. They won't be able to because such a requirement likely doesn't exist.
Roberts Rules also states that each member of an organization is entitled to one, and only one, vote. But, the rules here are in your bylaws, not in Roberts Rules. |
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BradP
(Kansas)
Posts:2491
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| 10/31/2011 6:11 AM |
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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. |
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CarolR11
(California)
Posts:436
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| 10/31/2011 3:52 PM |
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The others are right, Lynda. One director, one vote. Very large boards may have a president who only votes to "make or break" a tie (per Robert's Rules). As you can see, though, that individual still only has one vote.
Our bylaws can only be amended with 67% of owners approving by ballot at a meeting or via US mail & secret ballot. |
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BruceF1
(Connecticut)
Posts:1510
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| 11/01/2011 4:48 AM |
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Posted By LyndaC3 on 10/30/2011 6:30 PM
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?
Correct.
Your president gets one vote, and only one vote - - - period!
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LyndaC3
(Wisconsin)
Posts:16
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| 11/02/2011 9:04 AM |
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| Thanks for all of the good advise. In a perfect world, things would happen as you suggest. I have read our declarations and have spoken with a past president who says these action are illegal but no-one will listen and I am being treating like Judas. I am tired and feel that my only option is to retire. I am very proud of all of my work to help the association. It is a better place as a result. Thank-you everyone again. |
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JeffR7
(California)
Posts:245
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| 11/02/2011 9:09 AM |
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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 |
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LyndaC3
(Wisconsin)
Posts:16
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| 11/02/2011 9:28 AM |
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| The problem is that I read all of the bi-laws and the declarations and I only see the each unit gets one vote. It states the board must be a certain size but that is not being addressed. I have called 10 people and asked them to be the fifth so that the president won't vote, but no-one will join me. My husband stated that perhaps Robert's Rules are expected to be followed as there isn't any reference as to what to do if there isn't enough people. I am so sad. I've really given my best. I feel like this is Chicago in Wisconsin! |
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CarolR11
(California)
Posts:436
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| 11/02/2011 10:12 AM |
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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! |
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LyndaC3
(Wisconsin)
Posts:16
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| 11/02/2011 10:45 AM |
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| Besides the two vote president, we have an attorney and another individual besides myself (four people, 5-votes). The attorney on the board said that the president got two votes right after the election. Not knowing how things worked, I thought that was okay. After all, the president was going to find another person--but hasn't called one person! We have not had any problems since the Spring. We have all agreed as not much is done in the summer. Now that budgets and proposed spending is coming into play, the president (2 votes) and the attorney are siding against myself and another individual. Their intentions are self-serving and not for the betterment of everyone. When I said that this isn't fair, I was told by the attorney that we agreed to this and I am being childish. Wow, childish at sixty! This is my problem and the reason for my questioning. I feel like taking my toys and going home! |
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BruceF1
(Connecticut)
Posts:1510
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| 11/02/2011 10:56 AM |
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Posted By LyndaC3 on 11/02/2011 9:28 AM
The problem is that I read all of the bi-laws and the declarations and I only see the each unit gets one vote. It states the board must be a certain size but that is not being addressed. I have called 10 people and asked them to be the fifth so that the president won't vote, but no-one will join me. My husband stated that perhaps Robert's Rules are expected to be followed as there isn't any reference as to what to do if there isn't enough people. I am so sad. I've really given my best. I feel like this is Chicago in Wisconsin!
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.
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LyndaC3
(Wisconsin)
Posts:16
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| 11/02/2011 11:03 AM |
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| So does the President vote as a director or as the President and if he votes as the director and there is a tie, would the motion be dropped? |
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BruceF1
(Connecticut)
Posts:1510
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| 11/02/2011 11:05 AM |
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Posted By LyndaC3 on 11/02/2011 10:45 AM
Besides the two vote president, we have an attorney and another individual besides myself (four people, 5-votes). The attorney on the board said that the president got two votes right after the election.
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. |
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BruceF1
(Connecticut)
Posts:1510
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| 11/02/2011 11:09 AM |
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Posted By LyndaC3 on 11/02/2011 11:03 AM
So does the President vote as a director or as the President and if he votes as the director and there is a tie, would the motion be dropped?
As I said in a previous post:
OFFICERS DO NOT VOTE!
It is a board of directors. Only directors get to vote. Each director present gets one, and only one, vote. If only four people (directors) are seated at the table, there are only four votes (unless one or members abstain, and then there will be fewer than four votes).
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LyndaC3
(Wisconsin)
Posts:16
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| 11/02/2011 11:27 AM |
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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. |
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BruceF1
(Connecticut)
Posts:1510
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| 11/02/2011 11:41 AM |
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Posted By LyndaC3 on 11/02/2011 11:27 AM
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.
Two votes for the pres and one for the missing member? Are you now saying one person is getting 3 votes?
Just hope your board doesn't pass something controversial that ends up in court.
Four people sitting on the board. No more than four votes.
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BradP
(Kansas)
Posts:2491
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| 11/02/2011 1:27 PM |
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| 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. |
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CarolR11
(California)
Posts:436
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| 11/02/2011 6:41 PM |
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How about asking the attorney VP to put his one-director, 2 votes "opinion" in writing on his firm's letterhead addressed to the board? If he refuses, ask the board at an open meeting for a written opinion from your HOA attorney or a parliamentarian. If your request is voted down, make sure it's in the minutes.
How often does your board meet? And , just out o curiosity, how many units are in your community? Attached? Detached?
A tie vote means that the motion fails (it does not pass).
And I think that Bruce (and Jeff earlier) make a really important point about ending up in court given the stunts your prez & VP are pulling.
I really like your "hats" point, Brad! |
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LyndaC3
(Wisconsin)
Posts:16
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| 11/02/2011 6:52 PM |
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| 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. |
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SusanW1
(Michigan)
Posts:5202
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| 11/06/2011 1:44 PM |
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Lynda - what does your bylaws say about vacancies?
Standard procedure is for the board to appoint someone to fill the vacancy.
If your president is the only one who has the power to do this, then provide him a name of someone willing to fill the post.
If the board fills the vacancy, then get the name of a person and submit it for the position.
I think that what people are trying to tell you is that board members vote. It does not matter what officer position they fill, when it comes to voting on a motion, ALL votes are equal. Your president had no power to cast 2 votes, even if he is President/treasuer. While he presides over the meeting, he has NO elevated power when it comes down to a vote.
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LyndaC3
(Wisconsin)
Posts:16
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| 11/06/2011 2:05 PM |
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| 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. |
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SusanW1
(Michigan)
Posts:5202
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| 11/07/2011 5:19 AM |
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I hope that in your resignation letter you listed resaon(s) for your resignation. Their voting procedures put you and the entire board into questionable legality and the "lawyer" is not a reliable representative for counsel to the board.
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BruceF1
(Connecticut)
Posts:1510
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| 11/07/2011 7:11 AM |
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Posted By SusanW1 on 11/07/2011 5:19 AM
and the "lawyer" is not a reliable representative for counsel to the board.
Somebody has to graduate last in the class. :}
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DorothyO
(Washington)
Posts:200
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| 11/07/2011 9:31 AM |
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Bruce,
My small association has one board, no management company, and the board consists of three officers -- that's it. What is the difference between a director and an officer? We amended the Bylaws to remove the original term of "Board of Directors." and just went with officers -- President, Vice-President/Secretary, and Treasurer. Each one of us has one vote. Our Treasurer just announced she was resigning, having only served for one year. We are right back where we started last year, wondering if anyone will volunteer for the office. It ain't looking good. |
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