Obligation to carry out motions

Started by FelixR • 16 replies • 1984 views

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FelixR
Posts: 18

Posted:

The HOA board in my community passes many motions that are never acted on or carried out. Once the meeting is over members change their minds and don't want to do what they voted to do, and the issue is never mentioned again or comes up at a later meeting like it was never passed already, with a different outcome which is then acted upon or not.

I get the feeling that there is no obligation and they're just doing it to temporarily quiet the members, and then they go ahead and do what they want, and I'm hoping I'm wrong.

What is the obligation of a board, legal or otherwise, to carry out motions that they've passed?

JanetB2 (Colorado)
Posts: 4,219

Posted:

Here are your state statutes, you and every homeowner should read these and know them well along with your HOA documents:
http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0700-0799/0720/0720ContentsIndex.html

Board Minutes are:

(3)MINUTES.—Minutes of all meetings of the members of an association and of the board of directors of an association must be maintained in written form or in another form that can be converted into written form within a reasonable time. A vote or abstention from voting on each matter voted upon for each director present at a board meeting must be recorded in the minutes.

The board should either carry out motions voted OR at the next meeting vote to recind with the reason noted in the minutes. This would insure everything can be tracked when past minutes are reviewed by anyone.

SusanW1 (Michigan)
Posts: 5,202

Posted:

If you have a chance to speak at a board meeting, then request that the motion be reviewed during the "Previous Business" part of the agenda. Make sure you have the minutes of the meeting where the motion was passed to refer to.

Can you share what kind of motions you are talking about?

FelixR
Posts: 18

Posted:

At a meeting in December a contentious issue was on the agenda and eventually the board voted 5-0 to agree to consult an attorney before making a decision on the issue. At the next meeting in January it was like the motion had never passed - the same argument was on the agenda again and was voted on again, passing 3-2 without an attorney looking at it. One board member said that another member started campaigning against getting legal advice the day after the vote was taken and that he was told in no uncertain terms that if he approached an attorney that it would be at his own expense.

Another example is that they voted 5-0 to not fill a vacant position on the board, yet a within a week of the meeting had appointed someone without opening the position to anyone else in the community.

Do these votes mean nothing?

DanielH1 (California)
Posts: 482

Posted:

A motion is a decision to do something but it isn't a promise. You might decide to change a light bulb but that doesn't mean that the light bulb actually gets changed. Boards can "undecide" and "redecide" if they choose.

Also, if a motion is vague, it may not be clear who is actually empowered to carry it out or how it should be carried out. If a motion calls for changing a light bulb but doesn't specify who will do it, that doesn't mean that just anybody can do it and get reimbursed for it. The motion might even even be unimplementable so you might need a new motion.

Still, it is bad form to vote, then forget that you voted and then vote again.

In the early years, this sometimes happened in my HOA. If the motion is important (to you), you've got to fight and insist that the motion actually be carried out and figure out a way to carry it out. If it isn't important, you got to somehow come to grips that people will be people.

Dan
-----
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http://twitter.com/hoavault

FelixR
Posts: 18

Posted:

Are they allowed to reconsider the passed motion in between meetings or do they have to wait for the next meeting to vote on it again? It appears to me that they'll say anything to appease the members and then change their minds in private, which is no way to operate, IMO.

DanielH1 (California)
Posts: 482

Posted:

You're right; that is no way to operate.

They can't officially reconsider the passed motion in between meetings. However, if nobody implements it or they agree not to implement it, that's legal. The motion hasn't been reconsidered; it's just unimplemented. So, they can sabotage the motion by being passive but they can't take new action. Some people may complain that their Board doesn't official revoke the action at the next meeting but that's an unimportant technicality. New motions supersede old motions so, if there is a conflict, the new one wins. And, even if somebody did force the issue by complaining about it not being revoked, the Board could simply revoke it which would invalidate the complaint.

Like I said, a motion is just a decision, a statement of intent. "I decide to mow the lawn tomorrow." Then, tomorrow comes and he says, "I decide not to mow the lawn and go to the beach." It wasn't a promise. It wasn't a guarantee. He might routinely be the kind of person who says something and doesn't do it. He might be a big talker with no action. Some people's statements aren't worth the paper that they're printed on.

Saying anything to appease the members isn't nice but it happens. Members might be really upset about something at one meeting, then get used to the idea and, by the next meeting, they don't care. It's a lowdown tactic, though.

Dan

KellyM3 (North Carolina)
Posts: 2,239

Posted:

I agree with the earlier opinion that not carrying out a motion is bad form on part of the board of directors. That said, using a community's apathy against itself can be very effective against resident demands that others do something on their behalf (especially when a touch of volunteerism would move mountains).

SusanW1 (Michigan)
Posts: 5,202

Posted:

"the board voted 5-0 to agree to consult an attorney before making a decision on the issue."
THIS IS NOT A GOOD EXAMPLE OF A MOTION. THE PRESIDENT SHOULD HAVE JUST STATED THAT THE ISSUE WILL BE REFERRED TO THE ATTORNEY BEFORE A MOTION IS MADE.

ANOTHER THE MOTION CAN BE BROUGHT UP AGAIN AT THE NEXT MEETING, AND AS LONG AS IT DOES NOT CONFLICT WITH A PREVIOUS MOTION, CAN BE VOTED UPON.

"that they voted 5-0 to not fill a vacant position on the board"
AGAIN - A MOTION TO NOT ACT??? NOT A GOOD MOTION.

"within a week of the meeting had appointed someone"
OK IF THAT IS IN THEIR POWER TO APPOINT - BUT NEEDED TO BE DONE - OR RATIFIED - AT THE NEXT MEETING.

RobW (California)
Posts: 279

Posted:

Here's my question:

How does the Board decide not to carry out the motions it passes in a meeting, unless it has a meeting during which that decision is made? If it's done without a meeting, that would likely be illegal in every state that has laws pertaining to associations. If it is done in a meeting to which homeowners are not privy, that would most likely constitute a secret meeting of the Board, and would be illegal.

rob

RobW (California)
Posts: 279

Posted:

Posted By DanielH1 on 01/18/2011 2:43 PM
A motion is a decision to do something but it isn't a promise. You might decide to change a light bulb but that doesn't mean that the light bulb actually gets changed. Boards can "undecide" and "redecide" if they choose.

I have to confess that I don't understand this statement, Daniel.

A motion by a Board member is a proposal to act, or to refrain from acting, made in a legal meeting, attended by a quorum of the Board members. The motion must then be seconded by another Board member, before any action can be taken. If it is seconded, an opportunity to discuss the motion must be presented by the person presiding over the meeting. When there is no further discussion, a vote is taken.

If the motion passes, the Board is obligated to act according to the vote, unless prevented from doing so by circumstances beyond its control. It cannot simply "decide" outside the meeting to contradict the actions dictated by a lawful vote taken in the meeting. The only way it can do that is to hold another lawful meeting.

Rob

PS: The links at the bottom of your posts go to a non-existent website.

DanielH1 (California)
Posts: 482

Posted:

Board Members can meet individually and "traveling salesman" an informal decision around to dodge open meeting quorum requirements.

However, this is never necessary when an entire Board sabotages its own motion since most people, by default, don't carry out their obligations. They can also easily transmit their intent through body language. If nobody wants it done, by default, it will not get done. Board Members aren't robots that mechanically execute Board motions even though they disagree with them (or changed their minds about them).

From a technical standpoint, you are correct that a Board is obligated to act according to its vote. But there's really nothing that anybody, even the Board, can do to force individual Directors to do anything. Subsequent votes can also invalidate previous votes. And, of course, who can routinely supervise and punish the Board for failing to carry out individual actions? Nobody really because recall votes and special meetings are too cumbersome to routinely be used to supervise and punish Boards for failing to carry out individual motions.

A lot of this depends on whether you want to argue from a theoretical, legalistic point of view or from a practical, reality-bites point of view. I don't see much point in debating the theoretical point of view because it isn't going to help people with practical problems.

PS The Twitter feed works but the other link is under construction. Thanks for visiting and feedback!

FelixR
Posts: 18

Posted:

In their defense - not words that I can say often - these motions came about as compromises after introduced motions became contentious.

RobW (California)
Posts: 279

Posted:

To Daniel,

We're talking about two different things, IMHO, and it's not reality vs theory - it's legality vs illegality. If a Board conducts business in a legal meeting, and motions are made, seconded, voted on and carried, then those decisions become official actions of the Association. Homeowners can act on those decisions, and use those decisions as evidence in court actions. That's the true "reality bites" situation. Do Boards routinely attempt to conduct business illegally? Maybe some do, if they're comprised of clueless members who don't like making targets of themselves, but that type of behavior simply increases their exposure to litigation - it does not make the business they conduct outside of a legal meeting defensible or actionable.

Rob

KellyM3 (North Carolina)
Posts: 2,239

Posted:

Legalities aside, it's strange and sad behavior to want to serve as a volunteer HOA director and then proceed to hold meetings, pass motions in order to do nothing done. On top of this, why serve on a board where you're so easily bullied that you make a motion to match the audience complaint? WOW!

FelixR
Posts: 18

Posted:

Most of this board doesn't care about legalities. Their attitude is that if someone wants to sue them let them go ahead and spend the money to do so. I actually have an email passed on from a friend on the board in which one of the board members says this.

RobW (California)
Posts: 279

Posted:

I think there's a huge difference between what people say in HOA-speak, and what they will stand up for in a crisis. Poke a little harder.

Rob

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