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Subject: Year to year Board decisions/votes
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AnnH4
(Florida)

Posts:53


06/13/2013 6:24 PM  
We elect a Board of Directors annually. Depending on how the homeowners vote, some of the Directors may stay for another term and some may not be re-elected. Each Director serves for a one year term, however, there are no term limits (you can run for the Board every single year).

Here is where I am confused. One year, the Board will discuss and vote for a Board policy or procedure. For example, the Board voted to not put certain information on the HOA's website for the general public. Then the next year, the new Board 1) does not address or acknowledge the previous Board decision and 2) puts this information on the website so that it is available to the general public and 3) has no discussion as to whether this change to a previous Board's decision should be done.

The same thing seems to happen with other policies or procedures that a previous Board will adopt. It is as if the community never adopted the procedure and frequently treated as a "new" discussion or issue that does not apply to the new Board members because they were not on the Board at the time a decision was made. If anything, this line of thinking seems to hinder progress.

Needless to say, this creates confusion for the homeowners since these discussions and votes are recorded in the minutes.

This situation has nothing to do with bylaws or statutes but is simply a "best practices" issue as to how business is conducted? If a Board makes a decision as to how to conduct business on behalf of the association, does that decision "stick" until it is discussed and voted on again? Or is it a "blank slate" every time the Board membership changes?

MatthewW4
(Arizona)

Posts:500


06/13/2013 10:56 PM  
Ann,

This may be addressed by Robert's Rules but I am not too familiar with them so others may have a different take on this.

A later board is not normally bound by the policies of an earlier board and may change them as the current board sees fit. The one obvious exception would be that any contract executed by an earlier board is usually binding on the later board absent any misconduct in entering into the contract.

If a previous board properly adopted a policy (say, not naming delinquent members on the website) and a later board does not agree with that policy, my gut instinct is that the issue should be noticed on a meeting agenda and a formal vote take with minutes reflecting the action. If members were given some sort of notice of the old policy, a similar notice should be given to the members informing them that the policy has changed.

BruceF1
(Connecticut)

Posts:2535


06/14/2013 5:43 AM  
Ann,

When a state legislature passes a law, that law remains in effect until some future legislature either formally repeals or amends it, right?

So it should be with organizations, such as homeowners associations. When a board makes a decision, through a formal vote and that decision is recorded in the minutes, then that decision should remain in effect until a future board, by means of a formal vote, chooses either to rescind the previous action or to amend it. They cannot simply choose to ignore it.

Roberts Rules, the most often recognized source for parliamentary procedure, specifically states (11th ed., p. 111) that "unless an adopted main motion specifies a time for the termination of its effect, it continues in force until it is rescinded."
AnnH4
(Florida)

Posts:53


06/14/2013 8:01 AM  
Thank you both for clarifying this. That is what I thought too. Otherwise, I don't understand how a Board one year could make a decision on a procedure or guideline on behalf of the Association but a year or two later, not adhere to the decision nor discuss changing the decision.
MichaelO4
(Montana)

Posts:40


06/14/2013 8:36 AM  
Our Board members serve two-year terms. This provided some continuity in leadership and administrative rules.
It also provides two year's experience with those rules/decisions, which is helpful for future evaluation.
MichaelO4
(Montana)

Posts:40


06/14/2013 8:37 AM  
Our Board members serve two-year terms. This provides some continuity in leadership and administrative rules.
It also provides two year's experience with those rules/decisions, which is helpful for future evaluation.
DaveD3
(Michigan)

Posts:796


06/14/2013 8:47 AM  
Bruce has a good point, but to be clear, that only applies to things that are formal recorded decisions of the board. There is a lot of room for interpretation of Bylaws, and often those opinions aren't turned into recorded decisions.

For example, a former President was absolutely adamant that his interpretation of our bylaws pertaining to the construction of outbuildings was correct. I disagreed then and do now. He received support for his opinion through the HOA's attorney (the same attorney who once asked me on an issue "How would you like it to be interpreted?"). Great, he thinks that way, he has some support from the attorney. Was it ever recorded by vote that the particular section of the Bylaws shall be interpreted as such? Nope. Therefore, everything that happened previously was purely discussion without vote and the current board can interpret otherwise.

Of course, the current board could overturn that interpretation if it had come to a formal vote.
CarolR11


Posts:0


06/14/2013 8:51 AM  
Bruce's last sentence says it all with its citation of Roberts' Rules. To be more specific, first the topic should be listed on the meeting agenda. Then, a director at a meeting should make a motion to "rescind [or overturn] a decision previously adopted by the board." (See RONR In Brief, 11th ed., p.121 & elsewhere.) Then vote in the usual way.

It'd make everything clearer to homeowners when they read the minutes if they could be state something like: The Board voted to overturn the decision made on May xx 20xx and from July 1, 2013 onwars will require that fines for xxxx be $xxxx. Or some such language.

If no one can remember the date of the previously made decision, it makes sense to me to show that in the minutes as "a decision made in 2009," or simply "a decision previously adopted," and spell out the decision you wanted overturned. This should cut down on confusion a lot.

The Board cannot simply ignore previous policies but must formally amend them.
DaveD3
(Michigan)

Posts:796


06/14/2013 8:54 AM  
Other than minutes, do any of you maintain a separate list/documentation of such decisions?
It's so easy for things to become lost as the BoD changes membership over the years
BruceF1
(Connecticut)

Posts:2535


06/14/2013 10:28 AM  
Posted By DaveD3 on 06/14/2013 8:54 AM
Other than minutes, do any of you maintain a separate list/documentation of such decisions?
It's so easy for things to become lost as the BoD changes membership over the years

True, but that's not an excuse for lack of due diligence.

By the way, when we intend that future boards not be burdened with something something we adopt, we usually add the following phrase to the motion: "until the next organizational meeting of the board unless rescinded earlier." (The organizational meeting of the board is held annually after each election of board members. It's at that meeting when officers are elected.)
AnnH4
(Florida)

Posts:53


06/14/2013 2:03 PM  
Thank you ALL because everything everyone has contributed makes sense and would promote order and continuity. Our Association was turned over from the developer around 5 years ago. The Association is now at the point that there is a volume of meeting minutes. Unfortunately, in 5 years we have had 16-20 individuals on the Board. So if I have this right, if the Board votes on a guideline/procedure, then the subsequent Boards are supposed to either follow it or vote to amend or rescind it (and it helps if they reference the date it was enacted or voted on).

Thanks all!
AnnH4
(Florida)

Posts:53


06/14/2013 2:07 PM  
Also Dave, The Board does not maintain a separate reference list of decisions. It is going to be my suggestion that the Board create and maintain a list of decisions and keep it in a binder. Maybe less time will be wasted rehashing topics that have already been addressed and the homeowners will have a clear idea of what the Association is doing as far as their operating guidelines.
JeffT2
(Iowa)

Posts:532


06/14/2013 2:33 PM  
The board should maintain a record of the rules currently in effect. The law in some states requires that these rules are part of the record keeping of the association, and available for inspection by owners. This is in addition to minutes. It would be valuable to have the rules and decisions in one document, reviewed and amended from time to time.
JohnC46
(South Carolina)

Posts:9320


06/14/2013 2:50 PM  
Jeff

Our Bylaws plus Rules and Regulations are filed as addendums to our Covenants thus part of our Deed Restrictions. I will be working to remove R&R's from such when we transition over from Developer to owners.

Why you might ask?

I believe Rules and Regulations have to be fluid and able to change with the times. I also believe the BOD should have the authority to do so with out requiring owner approval. Informing and asking for owner input is good but when push comes to shove, someone is in charge and has to make R&R's.

I do realize many BOD's misuse R&R's to try and get around Covenants and Bylaws, impose beliefs, impose wishes, play Hitler, do stupido things with them, etc. thus owners must keep a tight/jaundiced eye on Rules and Regulations that a BOD makes.









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Forums > Homeowner Association > HOA Discussions > Year to year Board decisions/votes



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