Get 1 year of free community web site hosting from Community123.com!
Sunday, August 09, 2020











HOATalk is a free service of Community123.com:

Easy to use website tools to help your board
Only members have access to all features.
Click here to join HOATalk for Free! Members click here to login and access all features.
Subject: Can members raise a motion during special board meeting
Prev Next
Please login to post a reply (click Member Login on the menu).
Author Messages
AsafY
(Florida)

Posts:39


07/28/2020 7:04 PM  
Hi,
So we had special board meeting (@Florida) where we had 4 agenda items under discussions.

During the open discussion period a MEMBER asked to place a motion on the floor, and another MEMBER seconded the motion and asked the Board of directors to vote for it as required by law.

I, president, mentioned that its the first time I am hearing about it and asked to park it in order to research it but 3 other members insisted that they have the right to raise a motion and we are required by law to vote.
Meanwhile One of the directors quickly researched it on the web and claimed she found a reference on the FS that members are right allowed to place a motion and asked to proceed with directors voting.

Can a member raise a motion?? Is it valid motion by law?
If the directors ended up voting for the motion out of a false claim that its allowed, do the board should respect the motion or void it?

Thanks in advance.
Asaf
AugustinD


Posts:3683


07/28/2020 7:25 PM  
-- A meeting of the board is a meeting of the directors. Motions may only be made by directors. A motion made by a HOA/condo member is not a valid motion.

-- Any motion made must be related to a topic on the agenda. Discussing a topic not on the agenda violates Florida statutes as they pertain to giving notice of meetings.

-- If a topic is on the agenda and commentary from the audience results in one of the directors making a motion relevant to the topic, then the motion is lawful; may be seconded by another director; may be voted on by the board; et cetera.

-- If the directors voted on a motion not made by one of the directors, then the vote is invalid. But depending on how the directors feel about the topic, it's likely just a formality of ensuring at the next meeting that proper procedures are followed such that the topic is listed on the agenda; one of the directors makes the motion; another director seconds the motion; and a vote by the directors occurs.
AsafY
(Florida)

Posts:39


07/28/2020 7:35 PM  
Thank you.
I agree about you last statement to do it the right way, so bottom line the motion is not valid and there is no obligation of the board to keep any record of it.


AsafY
(Florida)

Posts:39


07/28/2020 7:52 PM  
Posted By AugustinD on 07/28/2020 7:25 PM
-- A meeting of the board is a meeting of the directors. Motions may only be made by directors. A motion made by a HOA/condo member is not a valid motion.

-- Any motion made must be related to a topic on the agenda. Discussing a topic not on the agenda violates Florida statutes as they pertain to giving notice of meetings.

-- If a topic is on the agenda and commentary from the audience results in one of the directors making a motion relevant to the topic, then the motion is lawful; may be seconded by another director; may be voted on by the board; et cetera.

-- If the directors voted on a motion not made by one of the directors, then the vote is invalid. But depending on how the directors feel about the topic, it's likely just a formality of ensuring at the next meeting that proper procedures are followed such that the topic is listed on the agenda; one of the directors makes the motion; another director seconds the motion; and a vote by the directors occurs.




By the way where did you quate it from , is it the FS720?
KerryL1
(California)

Posts:7397


07/28/2020 8:00 PM  
Augustin is absolutely right, Asa. Mainly is drawing from Robet'ss Rules of order.

But, in FL statues, surely it say that board meetings are comprised of directors, NOT Owners. That, alone, tells you that owners cannot make motions or vote. Your own Bylaws also say that board meetings are held by the BOARD. The mans owners may not not make motions etc.

It seems like you Board needs to study your Bylaws. don't get confused by the language of Owners as "members," and directors as board members.The two groups are distinct and have different places in the Bylaws to discuss them.
TimB4
(Virginia)

Posts:16850


07/28/2020 8:08 PM  
Not knowing what the motion was, one can not say for sure.


At board meetings, members may attend as observers and, if invited by the board, provide input.


At general membership meetings, members may make motions that are voted on by the membership.
However, these motions would be limited in scope as proper notification to the entire membership must be made for most things that members vote on.

GeorgeS21
(Florida)

Posts:2902


07/28/2020 8:28 PM  
Asaf said “special board meeting.”

I’m confused about terminology ... did he mean “special meeting,” which means a membership meeting? Or, was this simply a board meeting?
AsafY
(Florida)

Posts:39


07/28/2020 8:32 PM  
Thank you! It didnt make any sense to me thus I wanted to confirm and park it,
However the other director confidence let me rethink about it eventually all directors voted on it.

I am still rather new at HOA so the director disinformation + Members pressure unfortunately impacted my judgment.
AugustinD


Posts:3683


07/28/2020 8:32 PM  
Posted By AsafY on 07/28/2020 7:52 PM
By the way where did you quate it from , is it the FS720?


FS 720 and your governing documents talk about powers and obligations of the board and other topics. I think KerryL1 explained well why these legal powers and obligations translate to the only lawful motions, at board meetings, being those made by directors.

If you do searches of FS 720 for keywords like "agenda" and "notice," then you will see discussion of what the statute requires. I use: http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0700-0799/0720/0720.html

Some of this comes from reading about what the purpose of an agenda and notice are in so-called "sunshine laws." The latter laws promote transparency of government operations. The parts of FS 720 pertaining to open meetings; notice; agenda; and the like have the same ultimate purpose: Transparency.

A HOA member who has never studied FS 720; rules of parliamentiary procedure; a bit of case law; and the like; is highly unlikely to understand this. If HOA members do not understand, then your board might want to consider having the HOA attorney explain things to the membership maybe once each year. Alternatively, the HOA president (you?) could explain that FS 720, while allowing only directors to make motions, does allow members to suggest to a director that the director make a motion to do xyz. Florida statutes give HOA members the right to speak at board meetings, but pursuant to appropriate, reasonable rules the Board has set up. See 720.303 (2) (b).
AsafY
(Florida)

Posts:39


07/28/2020 8:33 PM  
Posted By GeorgeS21 on 07/28/2020 8:28 PM
Asaf said “special board meeting.”

I’m confused about terminology ... did he mean “special meeting,” which means a membership meeting? Or, was this simply a board meeting?




Its a board meeting called by the president.
AugustinD


Posts:3683


07/28/2020 8:40 PM  
Posted By AugustinD on 07/28/2020 8:32 PM
Alternatively, the HOA president (you?) could explain that FS 720, while allowing only directors to make motions, does allow members to suggest to a director that the director make a motion to do xyz.
Clarification: Florida Statute 720 /requires/ the board to take input from HOA members at Board meetings. The board can regulate how that input is given, e.g. placing time limits on what a member can say, and setting a time for when HOA members can speak. Some Boards take input just before discussion of each agenda item. Some boards have an "open forum" before the board restricts discussion to only directors. Some boards have an "open forum" before and after the board restricts discussion to only directors.

Florida is one of a few states that requires HOA boards to hear out HOA members at board meetings.
TimB4
(Virginia)

Posts:16850


07/28/2020 8:40 PM  
Per 720.303(2) {emphasis added}



(b) Members have the right to attend all meetings of the board. The right to attend such meetings includes the right to speak at such meetings with reference to all designated items. The association may adopt written reasonable rules expanding the right of members to speak and governing the frequency, duration, and other manner of member statements, which rules must be consistent with this paragraph and may include a sign-up sheet for members wishing to speak. Notwithstanding any other law, meetings between the board or a committee and the association’s attorney to discuss proposed or pending litigation or meetings of the board held for the purpose of discussing personnel matters are not required to be open to the members other than directors.

Note: It does not say they make motions or vote.





TimB4
(Virginia)

Posts:16850


07/28/2020 8:51 PM  
A little reference material:


RUNNING A DARN GOOD MEETING: WHAT COMMUNITY ASSOCIATION ATTORNEYS NEED TO KNOW ABOUT PARLIAMENTARY PROCEDURE From CAI

Best Practices Report #2 Governance from CAI

Basic meeting procedures that work for most nonprofit board meetings from a consulting company

Beginner's Guide to HOA Boards of Directors Duties and Responsibilities from ECHO
AsafY
(Florida)

Posts:39


07/28/2020 9:23 PM  




Thanks, The links are not working for some reason.
TimB4
(Virginia)

Posts:16850


07/28/2020 9:50 PM  
Try again:

RUNNING A DARN GOOD MEETING: WHAT COMMUNITY ASSOCIATION ATTORNEYS NEED TO KNOW ABOUT PARLIAMENTARY PROCEDURE From CAI

Best Practices Report #2 Governance from CAI

Basic meeting procedures that work for most nonprofit board meetings from a consulting company

Beginner's Guide to HOA Boards of Directors Duties and Responsibilities from ECHO



TimB4
(Virginia)

Posts:16850


07/28/2020 9:53 PM  
I verified the second set works.
I messed up the code the first time.
AsafY
(Florida)

Posts:39


07/29/2020 2:18 AM  
Posted By TimB4 on 07/28/2020 9:53 PM
I verified the second set works.
I messed up the code the first time.



Thanks! All the links are working now.
AsafY
(Florida)

Posts:39


07/29/2020 2:21 AM  
I was wondering, as the members motion is invalid, what will be the right way to document this motion in the minutes.
Should the board still show how the directors voted on the members motion? or we can mention its an invalid motion and will not be reflected in the minutes (As we realized its an invalid motion after researching it after the meeting)
TimB4
(Virginia)

Posts:16850


07/29/2020 2:32 AM  
Posted By AsafY on 07/29/2020 2:21 AM
I was wondering, as the members motion is invalid, what will be the right way to document this motion in the minutes.





Mr/Mrs X suggested abc to the board in the form of a motion. There was unanimous agreement in the suggestion from those members who attended the meeting. The Board said they would consider the suggestion after some research can be done to make an informed decision.
GeorgeS21
(Florida)

Posts:2902


07/29/2020 8:39 AM  
Did a Board member restate the members' input as a motion?

Was it seconded by another Board member?

Was it voted on and approved by a majority of the Board members?

If any of the above is "no" then I believe there was no legal motion - and, the minutes should reflect what occurred - then, add the item to the next Board meeting, then the Board, at that next meeting should note there was a departure from procedure, and that since it was a board meeting, and no director provided the motion, or the second, then there was, in fact no motion.

Then, if a Board member feels there should be some action taken on the topic, that Board member can provide a motion on that topic - and, business can resume.
AugustinD


Posts:3683


07/29/2020 8:50 AM  
Posted By AsafY on 07/29/2020 2:21 AM
Should the board still show how the directors voted on the members motion? or we can mention its an invalid motion and will not be reflected in the minutes (As we realized its an invalid motion after researching it after the meeting)


Posted By TimB4 on 07/29/2020 2:32 AM
Mr/Mrs X suggested abc to the board in the form of a motion. There was unanimous agreement in the suggestion from those members who attended the meeting. The Board said they would consider the suggestion after some research can be done to make an informed decision.


I think I'd so a hybrid of what Asafy and TimB4 suggest, as follows:

"HOA Member (and non-director) X attempted to make a motion. After the Board meeting, it was determined that only directors can make motions. This is because the meeting is a meeting of the directors and not the membership. Under Florida statutes, HOA members (who are not directors) have the right to make suggestions (but not motions) at board meetings. Suggestions should be with reference to items on the agenda. HOA Member X's statement will be taken as a suggestion."


In the future and per best practices for Minutes, I would not record any commentary from non-director HOA members. Instead, and as it sounds like AsafY understands, I would record only motions, any seconds of the motion, and the vote on the motion.

KerryL1
(California)

Posts:7397


07/29/2020 9:24 AM  
So much good info for Asa from Tim, Augustin, etc.

Please note, Asa (and, maybe George) that the Bylaws usually discuss the various kinds of meetings. So, yours should say something about "special meetings (of the Board.) In my HOA and in CA they can be called by not only the president, but also by any two directors, etc.

What do your Bylaws say on this topic, Asa?

In addition, what do you FL statutes say about special meetings of the board, or FL corporations codes.
GenoS
(Florida)

Posts:3925


07/29/2020 11:30 AM  
Posted By AsafY on 07/28/2020 7:35 PM
Thank you.
I agree about you last statement to do it the right way, so bottom line the motion is not valid and there is no obligation of the board to keep any record of it.



I find it hard to believe you don't know this. This is basic stuff.
GenoS
(Florida)

Posts:3925


07/29/2020 11:38 AM  
Posted By GeorgeS21 on 07/29/2020 8:39 AM
Did a Board member restate the members' input as a motion?

Was it seconded by another Board member?

Was it voted on and approved by a majority of the Board members?

If any of the above is "no" ...

I wouldn't even take it that far. An attempt to make a motion by someone who is not even a member of the deliberative body doesn't even rise to the level of a motion that is "out of order". I would have advised the homeowner that his or her motion was inappropriate and that he/she can only make motions at a members meeting. I wouldn't even mention it in the minutes.
KerryL1
(California)

Posts:7397


07/29/2020 12:36 PM  
I normally would entirely agree with Geno. In the minutes, Asa, you want only what was actually done or accomplished. There is no need to note an invalid motion from a non-director.

On the other hand, Augustin gives a wee ay to educate homeowners about their roles at meetings.


Asa, is there no one leee on the Board that's experienced with meetings, agendas, you bylaws, etc.?
AugustinD


Posts:3683


07/29/2020 12:51 PM  
Posted By KerryL1 on 07/29/2020 12:36 PM
On the other hand, Augustin gives a wee ay to educate homeowners about their roles at meetings.
Right-o: Educating owners was one of two main reasons for suggesting what I did. The other reason was so that HOA members were not left wondering why their attempted motion was not recorded in the Minutes. If these HOA members expect their (attempt at a) motion to be recorded in the Minutes, and also as successfully passed, then their hackles might not go up if the latest Minutes have an explanation of why the attempted motion is not in the Minutes.

Of course, many people need to hear a new concept three or more times before it sinks in. At the next meeting, I think the President should not hesitate to repeat, in a calm even voice, what happened with the Minutes and why.
GeorgeS21
(Florida)

Posts:2902


07/29/2020 1:34 PM  
My chronology was provided for this period following the last meeting. I would include all that occurred at that meeting in the minutes - not because it is legally required or is normal process - but, because some will want to see it - otherwise, you will be accused of covering it up.

Air it out - make sure the next minutes are clear. If there is support on the board for whatever the issue was that drove the members to say silly things, then a Board member can follow-up with a motion that relates - if not, then it all dies.

Given the weirdness of this sort of thing, I would make sure it is part of the record.

And, BTW - that it went this far is pretty unusual. Asaf, are you doing your reading on procedure?
AsafY
(Florida)

Posts:39


07/29/2020 3:00 PM  
Posted By KerryL1 on 07/29/2020 9:24 AM
So much good info for Asa from Tim, Augustin, etc.

Please note, Asa (and, maybe George) that the Bylaws usually discuss the various kinds of meetings. So, yours should say something about "special meetings (of the Board.) In my HOA and in CA they can be called by not only the president, but also by any two directors, etc.

What do your Bylaws say on this topic, Asa?

In addition, what do you FL statutes say about special meetings of the board, or FL corporations codes.




This is a great response thanks!

The members will probably ask to quote where its specifically mentioned they cannot raise a motion.
Is there any place I can specifically quote.

For example at 720.303(2)(b) It does not say they cannot raise a motion, they are looking for hard evidence:

"Members have the right to attend all meetings of the board. The right to attend such meetings includes the right to speak at such meetings with reference to all designated items. The association may adopt written reasonable rules expanding the right of members to speak and governing the frequency, duration, and other manner of member statements, which rules must be consistent with this paragraph and may include a sign-up sheet for members wishing to speak. Notwithstanding any other law, meetings between the board or a committee and the association’s attorney to discuss proposed or pending litigation or meetings of the board held for the purpose of discussing personnel matters are not required to be open to the members other than directors"

Also in the bylaws it does not mention that members cannot make a motion at a board meeting.

AsafY
(Florida)

Posts:39


07/29/2020 3:04 PM  
Posted By GenoS on 07/29/2020 11:30 AM
Posted By AsafY on 07/28/2020 7:35 PM
Thank you.
I agree about you last statement to do it the right way, so bottom line the motion is not valid and there is no obligation of the board to keep any record of it.



I find it hard to believe you don't know this. This is basic stuff.




I did know that but the members started bursting and yelling that its allowed putting pressure on the board (which we are ALL new!), I didn't have the directors to back me up and didn't have any quote to prove its correct.
AsafY
(Florida)

Posts:39


07/29/2020 3:11 PM  
We are all brand new at HOA business (6 month on a board since the developer left), we read the CC&Rs and FS720 many times but it takes time to get into the small details and every meeting we learn something new.
AugustinD


Posts:3683


07/29/2020 4:37 PM  
Posted By AsafY on 07/29/2020 3:00 PM
The members will probably ask to quote where its specifically mentioned they cannot raise a motion.
Is there any place I can specifically quote. [snip for brevity] ... Also in the bylaws it does not mention that members cannot make a motion at a board meeting.


I imagine the Bylaws also do not "specifically" prohibit:
-- a non-director HOA member from voting on motions at board meetings.

-- a non-director HOA member from attending executive sessions of the board

-- a non-director HOA member giving direction to a HOA manager.

-- a non-director HOA member from calling the HOA attorney and getting legal advice for himself/herself on a HOA issue.

Why does FS 720 require directors, but not non-director members, to certify that they have read the HOA's governing documents?

What responsibilities and powers do the Bylaws specifically give to directors? Notice that the Bylaws do not give these same responsibilities to non-director HOA members. Why not?

Why are meetings of directors called "Board meetings"?

The answer to all these questions and observations is that corporate law and Florida HOA statutes vest certain powers in the board of directors and solely the board of directors.

AsafY, the typical HOA member will still not understand. Hence in the alternative, have your board confirm the boards powers and so on with the HOA attorney. Then tell HOA members that the HOA attorney told the board that members may suggest motions at board meetings, but the members may not make a motion, and the board is obliged to act on the advice of counsel.
KerryL1
(California)

Posts:7397


07/29/2020 5:56 PM  
Let's translate Geno's reply #3904, which says in part: "An attempt to make a motion by someone who is not even a member of the deliberative body doesn't even rise to the level of a motion that is "out of order". I would have advised the homeowner that his or her motion was inappropriate and that he/she can only make motions at a members meeting. I wouldn't even mention it in the minutes.

The "deliberative body," in the case under discussion IS the Board. Only board members/directors may make motions, second & vote. Non-directors only are observers; the audience,though though do have the right to speak in FL & other states.

AT meetings of the members, usually your annual meeting & election, members of the HOA--homeowners CAN make motions, etc. Why? Because they are members of that "deliberative body" -- your Association.

Look, Asa, does your HOA have a rule that no one can lie down in the middle of your streets to sunbathe? Of course not! You do not need a rule or bylaw that states only members of the group that is meeting have the right to make motions, & vote. This is very well known.

With respect, since you directors are all so new, and since some homeowners are giving you a bunch of, uh, nonsense, hire your HOA attorney for an hour to give your board a seminar on meetings, who votes, etc.

If you can't, follow Augie's advice: "...the typical HOA member will still not understand. Hence in the alternative, have your board confirm the boards powers and so on with the HOA attorney. Then tell HOA members that the HOA attorney told the board that members may suggest motions at board meetings, but the members may not make a motion, and the board is obliged to act on the advice of counsel."

Do NOT let owners bully the Board. If your meetings are on ZOOM, mute Owners whenever you can. Say, do you have a property manager who can guide you newbies? What size is your HOA?
Please login to post a reply (click Member Login on the menu).
Forums > Homeowner Association > HOA Discussions > Can members raise a motion during special board meeting



Only members have access to all features.
Click here to join HOATalk for Free! Members click here to login and access all features.







General Legal Notice:  The content of forum messages are from the posting member and have not been reviewed nor endorsed by HOATalk.com.  Messages posted by HOATalk or other members are for informational purposes only, are not legal or professional advice and do not constitute an attorney-client relationship.  Readers should not act upon this information without seeking professional counsel.  HOATalk is not a licensed attorney, CPA, tax advisor, financial advisor or any other licensed professional.  HOATalk accepts ads from sponsors but does not verify sponsor qualifications nor endorse/guarantee any sponsor's product or service.
Legal Notice For Messages Posted by Sponsoring Attorneys: This message has been prepared by the sponsoring attorney for informational purposes only and does not constitute legal advice. This information is not intended to create, and receipt of it does not constitute an attorney-client relationship. Readers of HOATalk.com should not act on this information without seeking professional counsel. Please do not send any sponsoring attorney confidential information unless you speak with the sponsoring attorney or an attorney from the sponsoring attorney’s firm and get authorization to send that information to them. If you wish to initiate possible representation, please contact an attorney in the firm of the sponsoring attorney. Sponsoring attorneys that post messages here are licensed to practice law in a specific state or states as indicated in their message signature or sponsor’s profile page. (NOTE: A ‘sponsoring attorney’ is an attorney that is a HOATalk.com official sponsor and is identified as such in the posted message or on our sponsor page.)

Copyright HOA Talk.com, A Service of Community123 LLC ( Homeowners Association Discussions )   Terms Of Use  Privacy Statement