When is a Resolution of the BOD enforceable, or necessary?

Started by DanaA • 16 replies • 2198 views

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DanaA (Florida)
Posts: 117

Posted:

Our BOD meeting is Monday, please assist! Our President has forwarded a draft of a "Resolution of the BOD" that he prepared regarding handling assessments. It is basically the policy in our CCRs,so why is this necessary? Resolution doesn't addrss changes to 720 in July, 2007. Our Pres also states that we now need to draft another "Resolution of the BOD" because we are now enforcing weed violations. Where, in the chain of command, does a Resolution fall, as opposted to recorded documents? For instance, we have absolute authority in our CCRs to enter a member's property for unsitely weeds, and taking care of the problem , and assessing cost plus 10%. With our new BOD, we started enforcing this during the summer, only after we mailed a letter giving the owner's (many snowbirds) 30 days to rectify the weeds. Pres says that since we never did this before, we now have to draft a Resolution that we will now start enforcing our CCRs, or we can't enforce weeds. Is this necessary, reasonable, or prudent?

SusanW1 (Michigan)
Posts: 5,202

Posted:

A Resolutuion is basically a differently worded, (Whereas . . . blah, blah) written MOTION that would be adopted by vote of the Board.

So I am not sure what the motion would be (and he should have given the Resolution's wording to the Board members in advance, anyway) if those powers are already in the bylaws.

Ask him why he thinks it's necessary.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

I agree with Susan, although it is not wrong for a board to make a resolution at a meeting, a motion is more convient.

Wikipedia says:
This article concerns the legal meaning of the term resolution. For other meanings, see Resolution (disambiguation).
A resolution is a written motion adopted by a deliberative body. The substance of the resolution can be anything that can normally be proposed as a motion. For long or important motions, though, it is often better to have them written out so that discussion is easier or so that it can be distributed outside of the body after its adoption.

Resolutions are commonly used in corporations and houses of legislature.

But from the above I can see where a resolution may be appropriate, if the purpose was to distribute it as a special announcement.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

BarbaraM7 (Virginia)
Posts: 86

Posted:

RobertR1,

Can a Resolution be used to put a "Conflict of Interest" policy in the records? Such as if someone on the Board has a personal relationship with another homeowner they can not vote or be part of the discussion involving that homeowner.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

Barbara,
I really don't think you can do that with either a motion or a resolution. You would have to amend the Documents if nothing is noted.
However, as a Board member you are open to more scrutiny with your position on the Board. It would appear that any owner, at a board meeting, can call. " a point of order", and question any conflict with the Board. At that point there would have to be some action towards establishing the facts and any misdeeds. The board could rule the agreement as a conflict of interest, or not. However if they rule it is not a conflict, that would have to go in the minutes and then you can question the issue again, requesting an outside opinion. Most documents forbid the board from entering into any activities that may suggest improper actions. That is just another reason to not have any members getting paid for anything. IMHO. Is it done? All the time, but I think for the board to approve in their documents is asking for trouble.

It is proper for any Board member to re=cuse themselve from any discussion or voting if they feel it would be a personal conflict of interest.

I still think anything that adds or subtracts from the documents requires an amemdment vote.

SusanW1 (Michigan)
Posts: 5,202

Posted:

My HOA bylaws simply say:
"Section 3: The Board shall devlop and follow a Conflict of Interest policy."

If you don't have a bylaw that deals with it AND your bylaws state that the organization has adopted Roberts Rules of Order as its parliamentary procedures, the following is from the 10th edition of RR of Order, page 394. lines 15 - 25.

"ABSTAINING FROM VOTING ON A QUESTION OF DIRECT PERSONAL INTEREST. No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which the member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances."

RobertR1 (South Carolina)
Posts: 5,164

Posted:

Wikipedia says:

A conflict of interest is a situation in which someone in a position of trust, such as a lawyer, insurance adjuster, a politician, executive or director of a corporation or a medical research scientist or physician, has competing professional or personal interests. Such competing interests can make it difficult to fulfill his or her duties impartially. A conflict of interest exists even if no unethical or improper act results from it. A conflict of interest can create an appearance of impropriety that can undermine confidence in the person, profession, or court system. A conflict can be mitigated by third party verification or third party evaluation noted below—but it still exists.

BarbaraM7 (Virginia)
Posts: 86

Posted:

SusanW1, I don't know if our HOA follows Robert's Rules. How do I find that out?

SusanW1 (Michigan)
Posts: 5,202

Posted:

It should be stated in your bylaws. Roberts Rules is ONE kind of parliamentary procedure used to run meetings.

Look under "Meetings" in the Bylaws - you may find a statement that the meetings are run by some kind of parliamentary rule.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

Susan and Barbara and all that reads about this topic.

If you know this, forget I mentioned it.

An excellent resource for "All about meetings" is a HOATALK wweb site just to the left of this posting. Follow links in CAN Community Association Network, all free, just click through your interests, "Meetings" is but one listings. Betcha fond some good stuff there.

I forget all about using this resource.

RaymondC (Minnesota)
Posts: 64

Posted:

A resolution is effective when the board votes on it and passes it.

A resolution is always introduced by a motion, seconded, discussed, and then passed or rejected.

A resolution is simply a formal motion following a semi-standard format.

In the end it is just the content of the motion.

BarbaraM7 (Virginia)
Posts: 86

Posted:

SusanW1, I looked through the By-laws front to back, and didn't find any mention of what rules were used.

PaulM (Pennsylvania)
Posts: 1,347

Posted:

SusanW1 and BarbaraM: I find the quote from RRofO totally contradictory, unless I am not interpreting it correctly. I am not certain RRO answers the need--especially in Barbara's situation.

..."ABSTAINING FROM VOTING... "No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization...."
Further, the last line states..."However, no member can be COMPELLED TO REFRAIN from voting in such circumstances."

Webster's defines 'ABSTAIN' to 'refrain from something by one's choice'. To vote by ONE's CHOICE is not the same as creating a Rule for a "conflict of interest situation" which disallows one to cast a vote at all. Therefore, he is not given the choice to Abstain or not Abstain; he is not allowed to vote, period.

I am curious, Susan, if your association has ever actually used RRO for a situation of personal interest, and did the member vote or not vote?

SusanW1 (Michigan)
Posts: 5,202

Posted:

The Roberts Rules citation is a direct quote from their latest edition - 10th edition. If the bylaws don't cite a parliamentary rules procedure, then how are you runing meetings, and what do you do if there is a conflict?

So the bylaws have first power,(after Federl and State, and local laws, Standing Rules P/P)- then come SOME kind of parliamentary procedural.

The words "Conflict of Interest" is not found in the RONR book. Instead it says that a member SHOULD refrain from voting (in certain situations where that member benefits (financially or personally - to the exclusion of the other members) BUT that member cannot be compelled to do so.

I find your question not relevant to the issue, but to answer it, yes, Board members have abstained from voting on issues, for one reason or another.

BarbaraM7 (Virginia)
Posts: 86

Posted:

PaulM,

Would "recluse" themselves from voting in such a situation be a better word? I read in Robert's Rules that you can't stop a person from voting on an issue, that would be seen as the Board member having a personal or financial interest, (i.e. a Board member can't vote for themselves), but ethically they shouldn't vote in those situations.

BarbaraM7 (Virginia)
Posts: 86

Posted:

What do we do if there is a conflict? We leave it to majority vote generally or it sits deadlocked until someone brings it up again. But what I have seen so far in meetings is the others members give in to the first one that starts crying.

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