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Subject: Improper Board Meeting
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Author Messages
LouH1
(Michigan)

Posts:203


09/28/2021 5:53 PM  
We try to follow Robert's Rules of Order as best we can.....Is it proper to call a Special Meeting to discuss a Co-owner complaint? I think it is not. We have a Complaint Procedure that the Board should have been followed but didn't. Instead they first called a Special meeting called (somewhat properly with 3 days notification etc.) but the meeting was to address a complaint against a co-owner. We have a formal Board Complaint Procedure which was ignored. The procedure (which, as I said was ignored) included first obtaining from the accuser a written, properly signed complaint sent to our Management to determine if the Board could even address it or not. Then if determined the Board could address it, it would follow a procedure that included confidentiality and an option for the accused to have an executive session where he and the accuser would be present, no homeowners. As I said, this was all ignored and a meeting was held (changed from the Special Meeting called to an Executive Meeting in the first draft, it was corrected, and the second draft was switched back to a Special Meeting. I think the whole thing should be discarded and the accused should be apologized to for such nonsense. Other homeowners were present, when, according to the procedure, it should have been held in executive session for privacy matters and wasn't. A huge mess and no one would listen to me......so, I am saying these so called written meeting minutes are not legal and should be thrown out and cannot be a added to or approved and included with our other legal meeting documents. Am I accurate in this opinion? Thanks!

BillH10
(Texas)

Posts:783


09/28/2021 6:27 PM  
Lou, I could not read past the first sentence of your post which ended with a period.

Could you repost your question using paragraphs?
KerryL1
(California)

Posts:8705


09/28/2021 8:22 PM  
I agree with Bill that your writing is very hard to follow, Lou. Dud the board vote to make any kind of decision?

You've repeatedly posted about withers meeting minutes are accurate. but this time, since you're a board member, the more serious matter is that a matter that should have been in executive session was held as "a special meeting."

the isn't a Robert's Rules topic! It's about your Bylaws. what do they say about topics for "special meeting of the Board?
CathyA3
(Ohio)

Posts:2569


09/29/2021 5:13 AM  
The board can hold an executive session(not a special meeting) to discuss whatever is appropriate for those sessions, including a complaint. Executive sessions are board meetings in which confidential topics are addressed. A special meeting is a meeting of the membership, and there are usually a number of requirements for holding one (including enough signatures on a petition to hold one followed by a scheduled meeting and a published agenda). Generally special meetings are devoted to a single topic, and no topic may be discussed outside of the one(s) on the published agenda - for example, a special meeting may be held to recall the board and elect new directors.

I agree that the board should follow proper procedures before holding the executive session: written signed complaint along with supporting evidence (photo, video, a signed complaint from a second homeowner or a board member witnessing the violation) followed by discussion in executive session and a vote on how to proceed (sending violation letter and/or calling the accused homeowner to a hearing and/or imposing fines).

Failure to follow proper procedures can give the accused owner grounds to challenge the board's actions and make it harder to enforce whatever the violation was - it's short-sighted at best.
AugustinD


Posts:1856


09/29/2021 7:21 AM  
The facts:

-- From an earlier thread, this is a condominium subject to the Mi Condo Act.

-- The COA tries to follow Robert's Rules.

-- Robert's Rules does have provisions for hearings, but I think one has to read them with an eye to the purpose of COA/HOA hearings. Most importantly, Robert's Rules speaks of the importance of confidentiality and the risk of libel claims if confidentiality is not observed. See for example: http://www.rulesonline.com/rror-13.htm

-- The COA has a 'Board Complaint Procedure.'

-- The Board Complaint Procedure provides for confidentiality and also offers the accused owner the option to have an Executive Session with the Board and the accuser. Other owners are not allowed.

-- Owner X accused Owner Y of ____.

-- Instead of holding a confidential, Executive Session, the COA called a Special Meeting of the owners to discuss Owner X's complaint against Owner Y.



Aug's analysis:
First, Robert's Rules indicate confidentiality is important. Second, the COA's very own complaint procedure requires confidentiality. Third, the COA's procedure likely is a contractual term, enforceable by the courts. (This also has a lot to do with the "due process" expectations of the courts nationwide when it comes to supporting HOA/COA hearing outcomes.) Fourth, the COA failed to maintain and support confidentiality. Fifth, the COA did not follow its own due process procedures. All this holds the COA out to liability for, say, breach of contract, defamation, invasion of privacy, and so on.


Aug's conclusion:
For the above reasons I agree the Minutes from this Special Meeting of the Owners should not be approved. Nor should these Minutes be distributed to the owners. The Minutes should not even be typed up, AFAIC.


KerryL1
(California)

Posts:8705


09/29/2021 8:04 AM  
The board's governing documents supersede Robert's Rules, but in this case they seem congruent. Doesn't your PM have a voice in guiding the Board about correctly held meetings and proper procedure.

Also, Lou, I'm curious to know if this was a special meeting of the Board or a special meeting of the members (owners). Your bylaws probably allow both kinds.
MaxB4


Posts:1580


09/29/2021 8:38 AM  
Their are two tupes of special meetings, of the owners and of the board. It was not stated which type it was, I'm assuming it was a special meeting of the board, in which case, how the agenda is prepared is different across different states.

1--Using a set of parliamentary procedures is required for member meetings, not board meetings unless so specified in the Bylaws. So the mention of Robert's Rule of Order here is immaterial.

2--I see no mention of state law that says the topic discussed must be held in confidence or executive session. A California attorney suggests dues should be held in executive, but doesn't say it must.

Granted, I would not hold this type of meeting in front of other members, but whatever floats your boat.

While Augie reads case law, I spent two hours last night watching YouTube videos of "HOA's Gone Beserk".

Lou, your HOA has nothing on the others, not even close.
LouH1
(Michigan)

Posts:203


09/29/2021 10:47 AM  
Thanks Max B for your reply. It was a Special Meeting for Board members, but co-owners showed up and were allowed to stay. It is all relative whether one thinks their "HOA has gone beserk." When you feel like your were elected to do the job in the co-owners interest, not doing this job, is beserk enough for me, although I understand what you are saying. Thanks again.
LouH1
(Michigan)

Posts:203


09/29/2021 10:50 AM  
Augustin D, I think someone went awry when I tried to send my first response to you. I will try again. Thanks so much, I am always thrilled to receive you reply, so when I entered my problem I was happy to see you were "on" and had replied to a couple of other problems.

You always hit the nail on the head and provide facts to support. Again my sincere thanks. Until next time. Take care.
MaxB4


Posts:1580


09/29/2021 10:53 AM  
Posted By LouH1 on 09/29/2021 10:47 AM
Thanks Max B for your reply. It was a Special Meeting for Board members, but co-owners showed up and were allowed to stay. It is all relative whether one thinks their "HOA has gone beserk." When you feel like your were elected to do the job in the co-owners interest, not doing this job, is beserk enough for me, although I understand what you are saying. Thanks again.



The HOA gone berserk was not meant for you.
AugustinD


Posts:1856


09/29/2021 11:07 AM  
LouH1, you are welcome.

I see now it was a Special Meeting of the Board that owners were allowed to attend. As long as the owners were allowed to attend, of course I feel this meeting remains a mistake for the reasons I gave earlier.

I appreciate your urging your Board to do the right thing. I know it's hard to be a minority asking that the proper, lawful, contractually-based procedures are followed.

Peace to you and yours.
LouH1
(Michigan)

Posts:203


09/29/2021 11:31 AM  
Thank You AugustinD. Funny that you say that. Initially it was deemed an "Executive Meeting" then because co-owners attended, they changed it (for the third draft of the minutes) to "special Meeting". I didn't know you could just change the type of meeting a Board has called for by just Changing the wording at the top of the minutes. I think something is wrong with this too. Am I correct?

Have a great week!
AugustinD


Posts:1856


09/29/2021 11:54 AM  
Posted By LouH1 on 09/29/2021 11:31 AM
Thank You AugustinD. Funny that you say that. Initially it was deemed an "Executive Meeting" then because co-owners attended, they changed it (for the third draft of the minutes) to "special Meeting". I didn't know you could just change the type of meeting a Board has called for by just Changing the wording at the top of the minutes. I think something is wrong with this too. Am I correct?

Have a great week!
If I were on your board, the only way I would vote to approve minutes for a board meeting is if the Minutes actually reflect what transpired and there were no other legal risks. Examples of legal risks which would result in my not voting to approve Minutes: When a secretary records a slander of a person in the Minutes or possibly some director stupidly makes a sexist, racist, anti-Christian or anti-Semitic et cetera remark.

This meeting was held with owners present, so it was not an executive meeting (which I equate to an executive session, with no owners present). If it weren't for the hearing that occurred (in violation of the Complaint Procedure), what happened could be a Special Meeting of the Board. But since what transpired was some flavor of unlawful hearing, I would not call it a meeting or hearing. If the other directors insist on Minutes, call it a Special Meeting of the Board.

By the way, I am with you about apologizing. Studies show apologies result in less chances of litigation. But I might not hold my breath waiting for your Board to agree to apologize.
BenA2
(Texas)

Posts:1096


09/29/2021 1:37 PM  
Of course the board should follow your established procedures but, depending on the exact wording in your governing documents, that does not mean they can never go outside the box. For example, in
Texas, there are some circumstances involving violations by homeowners that allow for an executive session, but the homeowner can choose to discuss it in an open meeting. Also, not every state or HOA makes violation hearings confidential. Make sure you know what your governing documents and state law say before getting too upset.

If they did everything wrong by having a special meeting, then they should still do the minutes that are required for a special meeting. Not approving the minutes and pretending the meeting did not happen can only make things worse. The only caveat is that any confidential information should be left out of the minutes if it is illegal or a violation of your governing documents to include them. The proper way to correct a mistake by the board is to acknowledge it at the next meeting and correct it, if possible.
JohnC46
(South Carolina)

Posts:11638


09/29/2021 1:55 PM  
I say owner complaints should not be made public. They should be treated as confidential. Also any letters of violation, fines, etc. should be confidential.

We had one owner complain about another neighbor's car parking. A member of the BOD verified it and we had the MC send a warning letter. The complainer demanded to know what we were we doing. We replied we are working on it and what/where we are is confidential between the BOD and the violator. She insisted wanting to know. We politely told her it is none of your business what we are doing.
KerryL1
(California)

Posts:8705


09/29/2021 6:03 PM  
In CA, too, owners can request that their alleged violation be discussed in an open board meeting. But, I believe the board can decline. AND no owner here has ever asked for that.

Lou-since it's important to have accurate meeting minutes, a meeting of only the board is called "executive session," not an executive meeting. our PM often calls it an "Executive Session Meeting," which is really annoying.

Was this meeting posted a few days beforehand? Did the posting say "Execruve Meting of the board?" Or something else?

What was the outcome of the meeting? was any disipline involved?? I think Aug is correct to say your BOARD should be worried about liable, defamation, etc. since one owner's alleged violations were stated in front of owners.
MaxB4


Posts:1580


09/29/2021 6:25 PM  
Can someone other than Lou tell me or us what violation occured. What was stated was a co-owner complaint, which could be "I don't think the pool should close at 6:00 PM".
KerryL1
(California)

Posts:8705


09/29/2021 7:38 PM  
Lou, did in her OP, did say it was a complaint against a co-owner, Max.
MaxB4


Posts:1580


09/29/2021 7:45 PM  
Posted By KerryL1 on 09/29/2021 7:38 PM
Lou, did in her OP, did say it was a complaint against a co-owner, Max.



Where is the violation? Maybe the person parks in front of their neighbors house.
LouH1
(Michigan)

Posts:203


09/30/2021 5:42 AM  
To you and KerryL,

Why wouldn't you want to know from me? THE COMPLAINT WAS AGAINST A CO-OWNER (I stated this is in the beginning) AND IT WAS A SERIOUS COMPLAINT AGAINST THIS PERSON, OK?

LouH1
(Michigan)

Posts:203


09/30/2021 5:46 AM  
Sorry, Kerry L, shouldn't have included you, as you indicated it was mentioned in my OP. Thank you. If it was something superfluous, I would not be asking for feedback.
LouH1
(Michigan)

Posts:203


09/30/2021 5:50 AM  
Thanks to all of you for your participation in giving me feedback. I love this Discussion group. It always helps me in my duties as a member of the Board.
LouH1
(Michigan)

Posts:203


09/30/2021 6:14 AM  
Thank you Ben, but I disagree. I understand our documents (Surprise!), the accused is allowed to ask for an executive session to take place and if he/she does that, the accuser can choose to attend the session if he/she so chooses.There is nothing in our documents that allow the accused or the accuser to choose to have this meeting in an open forum. Because of the confidentiality/privacy issue, both expressed in RRO, but also in our governing documents, the accused here, I think, has been disallowed his/her right to confidentially/privacy and the meeting was not, in my estimation a formal meeting that should be included with other formally approved meetings. Why would we even consider approving it?

I also disagree with your rationale that even though "everything" was done wrong in whatever type of meeting was held, that the minutes should be completed anyway. How can not approving this meeting"make it worse?" Please explain. The whole things was wrong and should never have occurred in the first place. Spending time correcting wrong minutes for a meeting that should not have occurred seems ludicrous to me.

MaxB4


Posts:1580


09/30/2021 8:19 AM  
Posted By LouH1 on 09/30/2021 5:42 AM
To you and KerryL,

Why wouldn't you want to know from me? THE COMPLAINT WAS AGAINST A CO-OWNER (I stated this is in the beginning) AND IT WAS A SERIOUS COMPLAINT AGAINST THIS PERSON, OK?




Again, the question I asked, "where is the violation"? Now you offer, it was a serious complaint against another person. Based on experience, this sounds like a neighbor to neighbor dispute. Unless this was a violation against the covenants that the association is kinda bound to enforce, then the association should stay out of it. We had one of these where I lived and it pretty much destroyed a community and the health of a couple of people.
LouH1
(Michigan)

Posts:203


09/30/2021 8:46 AM  
There! You have hit on another problem, no covenant violation.....it SHOULD have been treated as a neighbor to neighbor dispute and an effort should have been made to encourage this behavior. EXACTLY!! Just how many ways can this have been handled inappropriately? fAR TOO MANY! That is why I am wanting the whole thing ignored and written off. It ended undecided and did not blow up into a huge issue for which I am thankful. This "meeting" should never have occurred as AgustinD stated for so many reasons. Why any of you think that there should be FORMAL minuteS of this completely invalid meeting eludes me. But thanks to all.
MaxB4


Posts:1580


09/30/2021 8:59 AM  
So this was a neighbor to neighbor dispute all along, as I suspected. There should never been a meeting called, executive, special or even happy hour meeting. Unless there is a violation of a covenant, the association needs to stay out, as they're not trained to handle such matters.

I think the association's first order of business is dump that Board Complaint Procedure. They are just asking for trouble.
AugustinD


Posts:1856


09/30/2021 9:29 AM  
Posted By LouH1 on 09/30/2021 8:46 AM
You have hit on another problem, no covenant violation.....
-- If the accuser did not complain of a violation of either the covenants or rules and regulations, then this dispute is not something in which the COA or Board should involve itself. The COA should explain this to the accuser. Who might very well then read the covenants and rules and regs and then claim the accused did violate a covenant or rule.

-- But if the accuser is claiming a flavor of either nuisance or harassment, and either your covenants or rules and regs prohibit nuisances or harassment, then the COA and Board should follow its Board Complaint Procedure (which means any meeting that happens will not be open to all owners).
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