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Subject: Board Vote -- Need Help regarding a Motion
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JenniferD8
(Michigan)

Posts:79


09/12/2020 5:02 PM  
Hi,

I just joined my condo board less than a year ago. The president and treasurer have both been on the board for over a decade (president: 12; treasurer: 25). They have always handled it that the president doesn't vote. He's only the tie-breaker.

Fast forward -- we had a board meeting this week. Seven board members comprise the association board. One was absent. Six were present. The vote was 3 to 2, with the president not voting. They announced at the meeting that the motion was passed.

The president and treasurer met with the attorney on Friday. This was at the urging of a few of us board members. They haven't consulted with an attorney for over a decade and there's a slew of topics that needed to be addressed. They found out at this attorney meeting that the president DOES have the ability to cast a vote.

This evening, the treasurer (who also acts as the secretary) sent the draft meeting minutes to the board. In it, he states that the motion failed because six members were present, so a majority wasn't met. He's using this newfound information from the Friday's attorney meeting to work in his favor (he voted no).

Is this legit? If that's the case, wouldn't they have to go back over a decade to review all the motions and votes??

Any advice/help is appreciated.
AugustinD


Posts:3899


09/12/2020 5:14 PM  
Posted By JenniferD8 on 09/12/2020 5:02 PM

This evening, the treasurer (who also acts as the secretary) sent the draft meeting minutes to the board. In it, he states that the motion failed because six members were present, so a majority wasn't met. He's using this newfound information from the Friday's attorney meeting to work in his favor (he voted no).

Is this legit? If that's the case, wouldn't they have to go back over a decade to review all the motions and votes??


The President-Director's failure to vote was an unintentional mistake. At the next board meeting, have a director make a motion to reconsider. Have someone second this motion. Then re-do the vote. See Robert's Rules.

I would not worry about how the previous vote (with the President abstaining yada) appears in the Minutes. Just re-do the vote.

As for past votes, let bygones be bygones. If you want legal support for this, it lies in the fact that the board's course of conduct for over a decade was for the President-Director not to vote. Case law says this course of conduct, with no owner or director objecting, effectively overrides the Bylaws. (If this ever reaches a court (and promise me it will not), things would get dicier. But one side would likely make the argument I just made, based on case law.)
KerryL1
(California)

Posts:7502


09/12/2020 5:23 PM  
Agree with Augustine. At the next meeting make a motion to reconsider that particular item.

Forgot about previous votes of ver the years. Long ago, someone probably misread Robert's Rules of Order. I believe it' "assembles" of over 12 where you might have the president to only vote "to make or break a tie."

Btw, the secretary has no authority to tamper with the draft minutes and give, basically, his opinion about what "should have" happened. Minutes only record what did happen.
JenniferD8
(Michigan)

Posts:79


09/12/2020 5:30 PM  
Thanks for the advice. How should the meeting minutes read, since the motion was accepted at the meeting. Should it state this, but then say it's in limbo due to a technicality?

We've had repeated issues with the treasurer/secretary drafting the minutes incorrectly. He's pushing 90 -- has short term memory issues and is a narcissist to boot.
AugustinD


Posts:3899


09/12/2020 6:32 PM  
Posted By JenniferD8 on 09/12/2020 5:30 PM
Thanks for the advice. How should the meeting minutes read, since the motion was accepted at the meeting.
One reason the draft Minutes are incorrect is because any director may choose to abstain from any vote, and then the 3-2 vote is valid.

If I were Secretary, I would record the motion as passed by a 3-2 vote. Because the latter is the truth of what happened at the meeting. Then make sure all know that on the agenda for the next board meeting is "Possible Reconsideration of the motion concerning _____ at the ____, 2020 Board Meeting."
GeorgeS21
(Florida)

Posts:3112


09/12/2020 8:47 PM  
I believe the fact the pres didn’t understand he could vote is irrelevant - what is relevant is that he abstained, thereby making the vote 3-2.

The minutes should reflect that.
JenniferD8
(Michigan)

Posts:79


09/12/2020 9:42 PM  
Thanks -- I appreciate all this information/input. I just responded to the board regarding the inaccurate draft minutes. We'll see if the changes get made.
TimB4
(Virginia)

Posts:16955


09/13/2020 3:53 AM  


These were draft minutes.

As long as a quorum was present, the vote is valid.

If a quorum wasn't present, the meeting should have never continued.


If a quorum was present, then protest the error in the minutes at the meeting (or now via email to all board members).


If a quorum was not present, a new vote should be taken (on everything).

However, 6 out of 7 likely made a quorum.
JenniferD8
(Michigan)

Posts:79


09/13/2020 12:45 PM  
This is the response I just received back from the treasurer/secretary:

The majority value is the minimum value
that must be met by any vote “yes” or “no”
to achieve majority status. 


Majority value is determined by the
number of members present at a
meeting, not the number of members
actually voting.  If a member does not
vote this abstention is irrelevant
for determining the majority value.

This definition for majority is found
In Section 5. Majority on page two of
our Condominium By-Laws.

 
For 6 or 7 members present the
majority value is 4, which is more
than half of 6 or 7.

KerryL1
(California)

Posts:7502


09/13/2020 1:10 PM  
Please cite for us p. 2 of your Bylaws, Jennifer, and (the relevant part of?) Section 5.

Still, the Board declared that the motion had passed. THAT is what goes in the draft minutes. Your board's longstanding practice of the president NOT voting except to make or break a tie should mean exactly that. He could not vote therefore he could not have voted to abstain. He'd have remained silent. The vote was 3-2. The motion carries and should be so noted in the draft minutes.

If the Prez DID vote to abstain, the motion failed since only 3 of 6 approved it. No matter what it seems the draft minutes need to be corrected at a meeting.

Corrections or a new motion to rescind the previous decision occur at the meeting when the minutes would be approved by the Board.

JenniferD8
(Michigan)

Posts:79


09/13/2020 2:34 PM  
This is Section 5. P.2.

Majority: At any meeting of members at which a quorum is present, 51% of the co-owners entitled to vote and present in person or by proxy, in accordance with the percentages allocated to each condominium unit in the Master Deed for the project, shall constitute a majority for the approval of the matters presented to the meeting, except as otherwise required herein, by the Master Deed or law.
MichelleG7
(Connecticut)

Posts:15


09/13/2020 2:40 PM  
A redo of the present vote needs to be done. whoever does the minutes can not change them on their own. unless all agree.. doing it and you are not happy with it. shows all do not agree. revote.
AugustinD


Posts:3899


09/13/2020 2:44 PM  
Posted By JenniferD8 on 09/13/2020 2:34 PM
This is Section 5. P.2.
Majority: At any meeting of members at which a quorum is present, 51% of the co-owners entitled to vote and present in person or by proxy, in accordance with the percentages allocated to each condominium unit in the Master Deed for the project, shall constitute a majority for the approval of the matters presented to the meeting, except as otherwise required herein, by the Master Deed or law.
This is for a membership meeting, not a board meeting. For crying out loud.
GeorgeS21
(Florida)

Posts:3112


09/13/2020 3:38 PM  
Augustin beat me to it, again!
TimB4
(Virginia)

Posts:16955


09/13/2020 3:46 PM  
As others have said,

The section cited appears to be for general membership meetings.

You weren't at the meeting with the attorney, therefore you don't know how the questions were phrased.
Also, sometimes attorneys interpret things incorrectly.

What does your Bylaws say about board meetings?

Additionally, if you are incorporated, do the applicable corporate statutes address votes at board meetings?
JohnC46
(South Carolina)

Posts:9877


09/13/2020 4:19 PM  
Posted By KerryL1 on 09/13/2020 1:10 PM
Please cite for us p. 2 of your Bylaws, Jennifer, and (the relevant part of?) Section 5.

Still, the Board declared that the motion had passed. THAT is what goes in the draft minutes. Your board's longstanding practice of the president NOT voting except to make or break a tie should mean exactly that. He could not vote therefore he could not have voted to abstain. He'd have remained silent. The vote was 3-2. The motion carries and should be so noted in the draft minutes.

If the Prez DID vote to abstain, the motion failed since only 3 of 6 approved it. No matter what it seems the draft minutes need to be corrected at a meeting.

Corrections or a new motion to rescind the previous decision occur at the meeting when the minutes would be approved by the Board.





I agree. The Motion Passed.
GeorgeS21
(Florida)

Posts:3112


09/13/2020 5:09 PM  
John,

Here is an interesting article ... https://www.lawoforderblog.com/2018/03/4-things-most-people-get-wrong-about-abstentions/
JenniferD8
(Michigan)

Posts:79


09/13/2020 6:45 PM  
I checked all the documents and cannot locate any information on voting procedures at a board meeting.
AnneD3
(New Mexico)

Posts:1


09/14/2020 6:26 AM  
A majority vote is determined by more than half of the votes cast by persons entitled to vote, excluding abstentions. RONR (12th Ed) 44:1
In order to maintain neutrality, the chair person does not vote except to make or break a tie. The chairperson has the option of voting or not. RONR (12 Ed) 4:56
With a vote of 3-2, the motion passed.

FYI: A new edition (12th) of Robert's Rules of Order was released on September 1, 2020.
JohnC46
(South Carolina)

Posts:9877


09/14/2020 10:00 AM  
The main point of the linked article is:

the default definition of majority, which is “those present and voting.

7 Present, 2 Abstain so the majority is now 5, 3 Yeas of the 5 voting wins.
JenniferD8
(Michigan)

Posts:79


09/14/2020 12:27 PM  
Now, the secretary/treasurer is claiming that he never heard the president state that the motion was passed. The secretary/treasurer said he called the president today and he confirmed. Here's the rest of his explanation. He's still quoting the section of our bylaws pertaining to membership meetings.

Immediately after the vote, after a few seconds of silence, I asked whether the board wanted me to attach the "Plantings" document to the minutes. At that point I believed that the motion had passed. But I was mistaken. It was later when I was making the 1st draft of the minutes that I remembered that according to our Condominium Documents a majority of 4 was required to pass a motion.  When I wrote in the minutes that it did not pass I was merely following the rules.  In the minutes I included what the vote was for both "Yes" and "No" and my explanation of why it did not pass.

JohnC46
(South Carolina)

Posts:9877


09/14/2020 3:48 PM  
Jen

He is talking in circles trying to cover his mistake. Simply ask him does he believe the motion passed. Yes or No.
JenniferD8
(Michigan)

Posts:79


09/14/2020 3:51 PM  
I agree. He personally didn't want this motion to pass so he's trying to block it anyway he can. I'm so tired of fighting these corrupt imbeciles.
GenoS
(Florida)

Posts:4064


09/14/2020 11:25 PM  
Posted By AnneD3 on 09/14/2020 6:26 AM
A majority vote is determined by more than half of the votes cast by persons entitled to vote, excluding abstentions. RONR (12th Ed) 44:1
In order to maintain neutrality, the chair person does not vote except to make or break a tie. The chairperson has the option of voting or not. RONR (12 Ed) 4:56
With a vote of 3-2, the motion passed.

FYI: A new edition (12th) of Robert's Rules of Order was released on September 1, 2020.

Not necessarily true.

"The president who's a board member has the same vote on board actions as any other director," she explains. "Every director has a fiduciary obligation to the association, and the president who's also a director should generally vote on all matters before the board unless the president has a conflict of interest on an individual voting item."

It's not all about Roberts Rules in associations where the meeting chair who's an Officer might also be a Director. It's not at all about "neutrality". In fact, one would EXPECT a director to be neutral. They have a duty to vote.

https://www.hoaleader.com/public/Facts-on-What-HOACondo-Board-Presidents-Can-Cant-Do.cfm
GenoS
(Florida)

Posts:4064


09/14/2020 11:26 PM  
Correction, you wouldn't expect neutrality. They get voted onto the Board of Directors to make decisions, not ensure "neutrality" on the issues that come up for a vote.
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