Get 1 year of free community web site hosting from Community123.com!
Wednesday, October 28, 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: POA Business
Prev Next
Please login to post a reply (click Member Login on the menu).
Author Messages
JohnnyG2
(Tennessee)

Posts:2


09/12/2020 5:11 PM  
I am a newly elected member of the Board of Directors of a Property Owner's Association in Tennessee and will be sworn in next month. We have Bylaws and utilize Robert's Rules when the Bylaws don't cover the issue at hand. Our Bylaws indicate all POA business and voting on matters must be discussed only during a scheduled meeting of the Board of Directors which our members are allowed to attend. Therefore, I am assuming that only matters that do not meet this requirement such as general discussions and office procedural matters should be discussed outside of a scheduled meeting of the Board. Am I correct in this assumption?

The reason why I'm asking these questions is because in the past, prior to the Organizational Meeting in which our Officers are elected, newly elected Board members and Board members who still have 1 year remaining of their 2 year term, have met (without meeting the quorum requirement) to discuss who was willing to serve as an Officer in the coming year and who would support that person. Am I correct in concluding that a discussion of this type should not take place outside of our Organizational Meeting? I believe a meeting of this type violates our Bylaws and Robert's Rules.

I'd appreciate anyone's comments.

GeorgeS21
(Florida)

Posts:3279


09/12/2020 8:26 PM  
Probably need to see the language wrt discussions, but without a quorum, there is no board meeting - so, no restriction?
TimB4
(Virginia)

Posts:17008


09/13/2020 4:17 AM  
General discussion should also be within a scheduled meeting.

I do like to send information to all board members via email prior to meetings so there can be more informed discussion at the meeting.

Note: technically, if there is no quorum, there is no meeting and nothing prevents one Director from discussing business or lobbying another Director.
JohnC46
(South Carolina)

Posts:10017


09/13/2020 10:52 AM  
Johnny

Should we ban BOD Members talking to each other outside a meeting, especially if they are not a quorum?
CathyA3
(Ohio)

Posts:1316


09/13/2020 1:16 PM  
POAs may be different from HOAs or COAs, but my understanding is that if a quorum of board members are discussing association business, that constitutes a board meeting. This means that all of the applicable rules apply, including the requirement for notice and keeping of minutes.

However... that can be hard to avoid, let alone enforce. If you have a three-person board, and two of the board members get together to do a community walk-though, then they are discussing "association business" by definition. But if they don't make decisions or come to any agreement about pending matters, it would be hard to view this as inappropriate - especially since enforcing the letter of the law means that two board members can't do walk-throughs. That's counterproductive since two sets of eyes are better than one.

So sometimes you get well-intentioned rules that can lead to some silly results in practice. As far as sorting out who will serve as officers, that's often very informal. As long as the actual nomination and vote take place in a real meeting and are recorded in the minutes, I say no harm no foul. After all, do you really need to hear that Joe can't an officer because he'll be having surgery for a "personal" issue, or Marie has volunteered to babysit her grandkids after school and won't be able to attend board meetings, or that Sam hates to run meetings and refuses to be the president?
GenoS
(Florida)

Posts:4133


09/13/2020 1:52 PM  
Posted By CathyA3 on 09/13/2020 1:16 PM
After all, do you really need to hear that Joe can't an officer because he'll be having surgery for a "personal" issue, or Marie has volunteered to babysit her grandkids after school and won't be able to attend board meetings, or that Sam hates to run meetings and refuses to be the president?

In the last 6 years we have had all of those. Plus another where Katrina has to go work for her son's carpeting business in Virginia for 2 weeks every other month and will miss a significant number of meetings.

The longer I live here the more I'm absolutely convinced that HOA homeowners get exactly the Boards they deserve.
JohnnyG2
(Tennessee)

Posts:2


09/15/2020 9:45 AM  
Thank you to each of you who provided comments. This was helpful.
Please login to post a reply (click Member Login on the menu).



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