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Subject: How to count votes for a motion?
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JenniferK7
(Georgia)

Posts:8


03/15/2021 1:39 PM  

Hello,

I am a new Board Member, and I am not quite understanding the vote count by email.

We are 7 members at the Board, there was a motion which was a request for architectural change that I submitted soI could not vote. There were 3 Yes, 1 No and 1 who did not vote.
Our Board is following the Robert's Rules, and I was told that "It takes two-thirds of the votes to pass a motion".

So, with 3 Yes, 1 No, the President concluded that the motion failed. I am confused!

Are they counting the member who did not vote as a No?

I guess I am missing something here but is there anyone who can help me out?
CathyA3
(Ohio)

Posts:1881


03/15/2021 1:49 PM  
I'm also confused. Four people voted, three said Yes, and three is 75% of the votes that were cast. An abstention is not a "No" - otherwise your recusal would also count as a "No" which makes no sense.

Perhaps the person is confusing "all those who voted" (4) with "all those eligible to vote on this issue regardless of whether or not they did vote" (7). If it were the latter, many HOAs would never get anything done unless all board members were always present and always voted.

CathyA3
(Ohio)

Posts:1881


03/15/2021 1:59 PM  
This might be helpful:

http://mrsc.org/Home/Stay-Informed/MRSC-Insight/April-2013/How-Are-Abstentions-Handled-When-Counting-Votes.aspx

Quote from article:
The basic principles in Robert’s Rules concerning abstentions are as follows:

* Abstentions are counted and noted, but not as a “yes” or “no” vote.
* An abstention does not affect the voting result. ...
MaxB4
(Maine)

Posts:209


03/15/2021 2:35 PM  
If the vote is taken outside a meeting, then I believe in your case, Action Without A Meeting take place and the rules are that the vote has to be unanimous.
JenniferK7
(Georgia)

Posts:8


03/15/2021 2:40 PM  

oh that's great information! Indeed, it was a vote by email! Ok, everything makes sense now!
Thanks so much for your help!
JohnC46
(South Carolina)

Posts:10944


03/15/2021 2:48 PM  
Jen

How the vote is taken is one issue. What the BOD is voting for is another and that is where I am confused.

I think the BOD is confusing an Architectural Modification from an owner with the amount need to change a Covenant/Bylaw. Typically an ARC Modification Modification Request is a simple BOD Majority. I do not see where the 2/3rds comes into play.
JenniferK7
(Georgia)

Posts:8


03/15/2021 3:01 PM  
Very good point John!

I was actually reading about that, but even if it's an ARC request from an owner that does not require a 2/3 majority vote, does it still require unanimous vote since it's by email?

Thanks!
JohnC46
(South Carolina)

Posts:10944


03/15/2021 3:23 PM  
Posted By JenniferK7 on 03/15/2021 3:01 PM
Very good point John!

I was actually reading about that, but even if it's an ARC request from an owner that does not require a 2/3 majority vote, does it still require unanimous vote since it's by email?

Thanks!



I do not know what the ways to vote in GA are. That said, an ARC takes a simple majority of the BOD to approve.
JenniferK7
(Georgia)

Posts:8


03/15/2021 3:31 PM  
OK, I will check the GA laws. Thank you!
KerryL1
(California)

Posts:8015


03/15/2021 4:07 PM  
Yes, check GA laws or your own Bylaws might help, jennifer. Your Bylaws will say what needs to happen for a vote to pass. And sully it's a simple majority.

My question is why was this vote one by email instead of at a t meeting fo the Board? I guess it's legal in GA? AND it does or does not have to be unanimous?
TimB4
(Virginia)

Posts:17599


03/16/2021 4:13 AM  
Posted By JenniferK7 on 03/15/2021 1:39 PM


Our Board is following the Robert's Rules, and I was told that "It takes two-thirds of the votes to pass a motion".




According to Roberts Rules of Order you don't need 2/3rds. You only need a simple majority:

When a quorum ⏌] is present, a majority vote, that is a majority of the votes cast, ignoring blanks, is sufficient for the adoption of any motion that is in order, except those mentioned in 48, which require a two-thirds vote. . . .

Here is the link to the section 48 mentioned above:

48. Motions requiring more than a Majority Vote

Note: even that section specifies that:

Two-thirds Vote. A two-thirds vote means two-thirds of the votes cast, ignoring blanks which should never be counted.



I suspect that the President voted against the motion and doesn't want it to pass.
Ask that he shows you the 2/3 requirement.

CathyA3
(Ohio)

Posts:1881


03/16/2021 7:32 AM  
Posted By MaxB4 on 03/15/2021 2:35 PM
If the vote is taken outside a meeting, then I believe in your case, Action Without A Meeting take place and the rules are that the vote has to be unanimous.




Completely missed that.

So the motion failed, but not for the reason cited (the alleged 2/3 requirement).
ND
(PA)

Posts:591


03/16/2021 8:27 AM  
I think there's confusion because of your various statements and us not knowing who made these statements. You're kind of mixing apples and oranges with the various statements too.


- You have 7 Board Members, but I only count 6 votes/abstentions. You abstained because you voting on your own arch change would be a conflict, another voter abstained for unknown reasons, 3 voted yes, 1 voted no . . . that's only 6 . . . where's the 7th? The Pres should vote along with everyone else and all Board member votes carry equal weight (typically).
- On one hand, you were told that "It takes two-thirds of the votes to pass a motion".
- On the other hand you had 3 "Yes" and 1 "No" vote (representing greater than two-thirds of the vote in favor of the motion), but the President concluded that the motion failed. Assuming Pres voted "No" too, then that would be 3 "Yes" to 2 "No", still greater than two-thirds.


For your/our complete understanding, you need to ask the President what their basis was for the motion failing. It should be for the reasons folks have indicated here, but it's not clear if your Pres is aware of that or is doing some sort of goofy math.


As others have said, if the vote was cast through email and not during a meeting, then that is typically considered "action without a meeting" and the vote typically has to be unanimous. In your case, the vote was not unanimous, so the motion should fail because of that. (Perhaps that's the President's reasoning too and you're confusing things with the other stuff you've been told and read.)

However if you were to hold the same vote during a properly called Board meeting (either in-person or through Zoom), and everyone voted exactly the same way, then the motion would pass because the vote met the proper "in favor" criteria . . . although with that, the typical criteria for this type of vote passing is a majority and not 2/3 or any other fraction. One important point . . . with an even number of votes; if the vote is split 50/50, then the motion does not pass because 50% is not majority.
JenniferK7
(Georgia)

Posts:8


03/16/2021 6:21 PM  

Thanks for your comments! It's very helpful.

It looks indeed that there is a lot of confusion from what I have been told by the President.

For clarification:
#1 - The President does not vote, and the other person who abstained is the Secretary who for some reasons never votes so then we have : 3 Yes, 1 No, 2 abstentions = 6 votes. I also thought the President should vote but I have also read online that some President do not vote. Is it common that the President does not vote?

#2- You are correct. The motion failed because in GA, when voting by email, unanimous vote is required.

#3- My concern is that the President confused me by including this 2/3 vote which 1) is not required not for architectural requests neither for ordinary motions. I am not sure what she meant but I hope this Board is not using the 2/3 for all motions. That would be strange! Can a Board decide to do the 2/3 vote for all motions?

Thanks so much!
KerryL1
(California)

Posts:8015


03/16/2021 6:37 PM  
Again, Jennifer, please read your Bylaws. They should say what % of Board votes are needed to approve a motion. Generally it is a simple majority. The Board cannot hang that to something else without a change to the Bylaws which often takes a vote by the membership.

Let us know what they say.

Presidents do vote in HOAs if they are directors and they're usually required to be directors in your Bylaws. It's on are Boards, say over 12 members, when presidents do not vote.

In HOAs, directors must vote to carry our their fiduciary duties. It's directors' duty & obligation to form policy, enforce their covenants, etc., etc. with their votes. To not vote is gross negligence of their obligations to your association.

CathyA3
(Ohio)

Posts:1881


03/17/2021 6:27 AM  
Posted By KerryL1 on 03/16/2021 6:37 PM
... snip ...

In HOAs, directors must vote to carry our their fiduciary duties. It's directors' duty & obligation to form policy, enforce their covenants, etc., etc. with their votes. To not vote is gross negligence of their obligations to your association.




Agree 100%.
JohnC46
(South Carolina)

Posts:10944


03/17/2021 10:57 AM  
On a 7 person BOD I was on, the Pres only voted in case of a tie. 3-3 or 2-2
KerryL1
(California)

Posts:8015


03/17/2021 2:50 PM  
That's unusual for an HOA board, JohnC, and it's Robert's Rules that advises that the prez votes only "to make or break a tie" for larger Boards--pretty sure they say 12 or more. .
KerryL1
(California)

Posts:8015


03/17/2021 2:50 PM  
That's unusual for an HOA board, JohnC, and it's Robert's Rules that advises that the prez votes only "to make or break a tie" for larger Boards--pretty sure they say 12 or more. .
ND
(PA)

Posts:591


03/18/2021 11:27 AM  
JenniferK7, also make sure you understand the difference between Board Members and Officers. Sometimes the Board Members also fill the Officer positions (Pres, VP, Treasurer, Secretary), but that's not always the case nor always a requirement.

When it comes to voting, it's the Board Members that vote, not the Officers. Obviously if a Board Member is also an Officer, it is the same person voting; however, it is them as Board Member casting the vote, not them as Officer.

So among all of the people you are talking about, you need to figure out who is a just a Board Member, who may be both a Board Member and Officer, and who may only be an Officer. Then you can see who is supposed to be voting and who is not.
SueB9
(Alaska)

Posts:17


03/23/2021 4:13 PM  
A quorum, as defined, has to be established and the vote is tallied among those participating. The Bylaws or Declarations would provide the vote percentage required for passage.
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