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Subject: Revocation of Motions carried
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CateM
(Florida)

Posts:5


11/30/2019 1:15 PM  
Located in Florida and governed by FS 720 - We are townhomes - 68 in number. Have a Board with an inadequate President and the VP is well. let's just say not a lot of merit. I know that sounds harsh but it adequately describes.

Couple of questions

If there is a motion, it is voted upon the motion passes 2 to 1. Some board members not present had issues with the motion but were not present. They wish to revoke the carried motion (motion was to postpone committee meeting and have the meeting in the near future.) Minutes showing the motions, vote and carried will not be approved until next Board meeting Jan. 29th. Are the motions (there were 5 motions made in that meeting) revocable?

Roberts Rules of Order.....we have what could be termed Covenants and Restriction but that is term is loosely applied. We have no rules which direct us is there are an even number of directors voting. If this is the case, does the President, also a voting member, abstain from voting?

Thanks for your comments and knowledge.
JohnC46
(South Carolina)

Posts:8867


11/30/2019 1:29 PM  
Cate

While not a Parliamentarian, I believe a Motion to change an earlier decision can be made. It would require:

1. A BOD Quorum.
2. A Motion Made
3. The Motion Seconded.
4. The Motion discussed/modified.
5. The Motion voted on.
CarolF
(Florida)

Posts:424


11/30/2019 1:29 PM  
This is from the Becker Law Blog in Florida. I'm quoting the whole thing as published.
Directors Voting – Dispelling Myths
By David G. Muller Posted on June 20, 2019
Becker Law Blog
Every director who sits on the board of a homeowners association gets a voice in the operations of the association. The questions I receive are more about how that voice is exercised through a vote. For instance, some directors travel quite a bit, whether for work or play is irrelevant. The directors however are entitled to notice of the board meetings and can participate by telephone, casting their vote via phone at the time of the meeting. But what about voting by proxy in an HOA, is that allowed? No, the Homeowners’ Association Act specifically prohibits a director from voting via proxy on matters that come before the board. Similar prohibitions exist in the Florida Condominium Act and the Florida Cooperative Act, so it is important to keep this in mind.
What about the president of the board, can they only vote to break a tie? Most community association bylaws require the president to be a director. Often the president serves as the chairperson of the board of directors’ meetings. As a director, the president also participates as a member of the board during board meetings.
Although Robert’s Rules of Order and similar parliamentary guides provide that the chair only votes in the event of a tie, even if the bylaws incorporate Robert’s Rules, state law supersedes the procedural guidance from these manuals.
Under Florida law, directors who are present (in person or by phone) and attend meetings where action is being taken, are presumed to have agreed with such action unless the director votes against the issue or abstains from voting. So, as a director, the president gets one vote which should be cast on the issue at hand in the same manner as other directors. In other words, regardless of there being a tie.
In the rare instance where the president is not also a director (I don’t recall ever having seen this), he or she would not be able to cast a tie-breaking vote since only directors are permitted to vote.
Lastly, what about email votes by directors – are those permitted? Before July 1, 2018 email voting by directors in the homeowners association setting was permitted. Since then however the law changed bringing the Homeowners’ Association Act in line with the requirements contained in the Condominium Act and the Cooperative Act.

KerryL1
(California)

Posts:6711


11/30/2019 3:10 PM  
To elaborate on John's a little:


1. A BOD Quorum.

2. A Motion Made to rescind the decision previously made on xx/xx/2019 to xxxx. (you can find this in robert's rules.)
3. The Motion Seconded.
4. The Motion discussed/modified.
5. The Motion voted on. If approved to rescind the previous decision, go on to #6.

6. A motion made to do whatever you a want to do instead.
7. 2nd
8.disucssio.
9. vote


Unless your bylaws say otherwise, presidents do vote.

It doesn't matter if the minutes have been approved. If so, you still take the step to rescind the design previously made.
GenoS
(Florida)

Posts:3362


11/30/2019 4:18 PM  
Posted By CateM on 11/30/2019 1:15 PM
Located in Florida and governed by FS 720 - We are townhomes - 68 in number. Have a Board with an inadequate President and the VP is well. let's just say not a lot of merit. I know that sounds harsh but it adequately describes.

Before this year we had a president who was functionally illiterate. Seriously. It's not harsh if it's the truth. It's harsher against the rest of the board and the homeowners who allow the situation to persist.

Posted By CateM on 11/30/2019 1:15 PM
If there is a motion, it is voted upon the motion passes 2 to 1. Some board members not present had issues with the motion but were not present.

Then they should have showed up at the meeting. Did they get notice of the meeting? They should have.

Posted By CateM on 11/30/2019 1:15 PM
They wish to revoke the carried motion (motion was to postpone committee meeting and have the meeting in the near future.) Minutes showing the motions, vote and carried will not be approved until next Board meeting Jan. 29th. Are the motions (there were 5 motions made in that meeting) revocable?

Probably they are, at a duly noticed board meeting. There's no reason a special board meeting can't be called with 48-hours advance notice.

Posted By CateM on 11/30/2019 1:15 PM
Roberts Rules of Order.....we have what could be termed Covenants and Restriction but that is term is loosely applied.

They should not be loosely applied. Directors have a DUTY to uphold them. FS 720.305 says,

"Each member and the member’s tenants, guests, and invitees, and each association, are governed by, and must comply with, this chapter, the governing documents of the community, and the rules of the association."

It's not even remotely acceptable that the governing documents are "loosely applied". Roberts Rules aren't really relevant there.

Posted By CateM on 11/30/2019 1:15 PM
We have no rules which direct us is there are an even number of directors voting. If this is the case, does the President, also a voting member, abstain from voting?

The president, like every other director, should always vote unless there's a conflict of interest or some other reason for a director to recuse themself from a vote. The statutes are silent on having an odd number of directors in order to avoid tie votes. A tie is a tie and a motion does not carry on a tie vote.

Good luck to you because it sounds like you have a lot of problems and I think the business about when a certain committee will meet is the least of them. Much of what you describe could be said about my own HOA. You can gather support from your neighbors and right the ship if there are enough of them. That's easier said than done in many cases, though.
GenoS
(Florida)

Posts:3362


11/30/2019 5:25 PM  
Posted By CarolF on 11/30/2019 1:29 PM
Lastly, what about email votes by directors – are those permitted? Before July 1, 2018 email voting by directors in the homeowners association setting was permitted. Since then however the law changed bringing the Homeowners’ Association Act in line with the requirements contained in the Condominium Act and the Cooperative Act.

I think this is incorrect. The language added in 2018 that explicitly prohibits directors voting by email was put in to clarify existing restrictions on such. Before July, 2018, email voting by directors was still prohibited.
SueW6
(Michigan)

Posts:613


12/01/2019 6:24 AM  
“Restorative” motions can be made by:
Recinding the motion, which needs a 2/3 vote of the board
Reconsidering the motion, which needed to be done the next day.
KerryL1
(California)

Posts:6711


12/01/2019 9:29 AM  
I believe "reconsidering" the decision previously made must be done at the same meeting. And this motion must be made by someone on the "prevailing" side, i.e., someone who supported the decision.

Sorry no time to look it up.
MarkW18
(Florida)

Posts:254


12/01/2019 10:11 AM  
I did look up.

A motion to reconsider is done at the SAME meeting.

A motion to rescind can be done at a later meeting, as long as nothing as been carried out.
MarkW18
(Florida)

Posts:254


12/01/2019 10:13 AM  
Posted By GenoS on 11/30/2019 5:25 PM
Posted By CarolF on 11/30/2019 1:29 PM
Lastly, what about email votes by directors – are those permitted? Before July 1, 2018 email voting by directors in the homeowners association setting was permitted. Since then however the law changed bringing the Homeowners’ Association Act in line with the requirements contained in the Condominium Act and the Cooperative Act.

I think this is incorrect. The language added in 2018 that explicitly prohibits directors voting by email was put in to clarify existing restrictions on such. Before July, 2018, email voting by directors was still prohibited.



I am curious then, how does Action Without a Meeting happen?
BobB31
(Florida)

Posts:134


12/01/2019 11:23 AM  
Posted By MarkW18 on 12/01/2019 10:11 AM
I did look up.

A motion to reconsider is done at the SAME meeting.

A motion to rescind can be done at a later meeting, as long as nothing as been carried out.



Signatures of all directors must be obtained before action can be official. In our association, the action must be ratified by board at its next meeting.
Now, I need to go read the statute to remind myself if electronic signatures are admissible - my gut says no.
BobB31
(Florida)

Posts:134


12/01/2019 11:25 AM  
I've got my answer: physical signatures only:

http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0600-0699/0617/Sections/0617.0821.html
PaulJ6
(New York)

Posts:377


12/01/2019 1:05 PM  
Posted By CateM on 11/30/2019 1:15 PM
Located in Florida and governed by FS 720 - We are townhomes - 68 in number. Have a Board with an inadequate President and the VP is well. let's just say not a lot of merit. I know that sounds harsh but it adequately describes.

Couple of questions

If there is a motion, it is voted upon the motion passes 2 to 1. Some board members not present had issues with the motion but were not present. They wish to revoke the carried motion (motion was to postpone committee meeting and have the meeting in the near future.) Minutes showing the motions, vote and carried will not be approved until next Board meeting Jan. 29th. Are the motions (there were 5 motions made in that meeting) revocable?

Roberts Rules of Order.....we have what could be termed Covenants and Restriction but that is term is loosely applied. We have no rules which direct us is there are an even number of directors voting. If this is the case, does the President, also a voting member, abstain from voting?

Thanks for your comments and knowledge.




From a corporate law perspective: the board just rescinds its prior approval. That is done by voting to rescind the approval, and the vote would pass just like any normal vote would pass. Then record that in the minutes.
GenoS
(Florida)

Posts:3362


12/01/2019 1:11 PM  
Posted By MarkW18 on 12/01/2019 10:11 AM
... as long as nothing as been carried out.

That's the key part.
GenoS
(Florida)

Posts:3362


12/01/2019 1:39 PM  
Posted By MarkW18 on 12/01/2019 10:13 AM
I am curious then, how does Action Without a Meeting happen?

Only available to homeowners when there's a homeowner vote required for something. Boards of Directors are not permitted any Action Without a Meeting. All business must be conducted at a board meeting.

Voting by email or taking action without a meeting deprives the members of the right to attend the board meeting at which the action was approved.
GeorgeS21
(Florida)

Posts:1469


12/01/2019 2:09 PM  
An interesting summary?

https://thecondoandhoalawbulletin.com/2018/06/05/voting-by-e-mail-and-written-consent/
PaulJ6
(New York)

Posts:377


12/01/2019 2:17 PM  
Whether or not the board or owners can do an "action without meeting" depends on the terms of state law and the HOA's governing documents.

Typically, for "real" corporations, actions without meeting can be done by boards and owners, but board "actions without meeting" often must be unanimous, but owner "actions without meeting" often do not have to be unanimous.
GeorgeS21
(Florida)

Posts:1469


12/01/2019 2:59 PM  
The link I posted, written by a couple of Florida attorneys, sort of sidesteps some of the issue.

First off, I would never use a unanimous email circumstance to change a motion that had already been agreed to.

I might, however, use email (note the way they discuss signature within the intent to authenticate a writing) for an issue associated with “consent” ... like “Do all Board members consent to allowing the holiday decorations to be placed in 12 December?”

For something that is not an emergency or for something important it is inappropriate.
MarkW18
(Florida)

Posts:254


12/01/2019 3:40 PM  
Posted By GenoS on 12/01/2019 1:39 PM
Posted By MarkW18 on 12/01/2019 10:13 AM
I am curious then, how does Action Without a Meeting happen?

Only available to homeowners when there's a homeowner vote required for something. Boards of Directors are not permitted any Action Without a Meeting. All business must be conducted at a board meeting.

Voting by email or taking action without a meeting deprives the members of the right to attend the board meeting at which the action was approved.



For real?

That is the basis of corporation law. I read the statues and it says UNLESS. I would be hard pressed to find a set of Bylaws in Florida, or any other state that doesn't allow Action Without a Meeting.
GenoS
(Florida)

Posts:3362


12/01/2019 11:56 PM  
Posted By BobB31 on 12/01/2019 11:25 AM
I've got my answer: physical signatures only:

http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0600-0699/0617/Sections/0617.0821.html

FS 720 takes precedence over FS 617.

2013 attorney blog postFS 720 says directors cannot vote by proxy or cast secret ballots. That's exactly what an action without a meeting is: a secret vote.

Chapter 720 replaces most of 617. "Actually, HOAs used to be able to take action without board meetings. That was put to an end with 720."
PaulJ6
(New York)

Posts:377


12/02/2019 5:22 AM  
Posted By GenoS on 12/01/2019 11:56 PM

http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0600-0699/0617/Sections/0617.0821.html

FS 720 takes precedence over FS 617.

2013 attorney blog postFS 720 says directors cannot vote by proxy or cast secret ballots. That's exactly what an action without a meeting is: a secret vote.



No, an action without a meeting is definitely not a proxy or a secret ballot.

It's not a proxy because it doesn't involve the director letting someone else vote for the director- to the contrary, it's a written document showing that the director himself or herself approved something.

It's not a secret ballot because it's not secret- to the contrary, it's a written document showing that the director approved something.

I hope that your HOA counsel isn't telling you that actions without a meeting are not allowed, at least for the board. If so, fire that HOA counsel.
GeorgeS21
(Florida)

Posts:1469


12/02/2019 5:41 AM  
I believe the end state question goes to intent and circumstances.
MarkW18
(Florida)

Posts:254


12/02/2019 6:56 AM  
Posted By GenoS on 12/01/2019 11:56 PM
Posted By BobB31 on 12/01/2019 11:25 AM
I've got my answer: physical signatures only:

http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&Search_String=&URL=0600-0699/0617/Sections/0617.0821.html

FS 720 takes precedence over FS 617.

2013 attorney blog postFS 720 says directors cannot vote by proxy or cast secret ballots. That's exactly what an action without a meeting is: a secret vote.

Chapter 720 replaces most of 617. "Actually, HOAs used to be able to take action without board meetings. That was put to an end with 720."



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