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PamelaM5 (Florida)
Posts: 85
Posted:
At last week's board meeting the four directors voting on accepting our previous month's minutes had a disagreement about what actually happened the month before and two voted to accept them and two voted not to. One director left before the disputed event and abstained from voting.

How do we indicate that the minutes were not accepted, both on the minutes themselves and on the version we post on our community website?

One director suggested we highlight the disputed portion and indicate that this part was not accepted. I've looked on all the Roberts Rules websites and can find no solution, so if this has ever happened to anyone I'd appreciate some advice.
TimB4 (Tennessee)
Posts: 21,059
Posted:
Is the section something that needed to be in the minutes, like a resolution or a decision, or is that section containing information like he said, he said?

You might consider deleting the section or amending it to minimize the disagreement. Listing only the topic, a notation of a discussion without the context of the discussion, followed by the decided outcome (issue tabled, action taken, etc.).

Tim
PamelaM5 (Florida)
Posts: 85
Posted:
It's something that needs to be there. It was a resolution that was - or wasn't - tabled, depending on one's point of view.
SusanW1 (Michigan)
Posts: 5,202
Posted:
How does a small HOA get into such complicated proceedings? Roberts rules has an entire chapter on Laying on the table, and it gets very complicated.

"Laying on the Table" is not something done easily. It takes a majority rule and allows for emergencies or when the board really wants to postpone the debate. I have a feeling that's what some on your board wanted to do. (postpone to another time or indefinately)

In a nutshell: LOTT:
It takes a majority rule to Lay and a majority vote to take it up again.
The motion or resolution must be taken up again at the next meeting or it dies.

RogerB (Colorado)
Posts: 5,067
Posted:
Pamela, minutes are not accepted - they are approved. If changes are needed they are made and then the minutes are approved. A majority of the Board members need to come to an agreement as to what should be in the minutes. Then make a motion and approve. I would not continue with other business until the minutes are approved. Approval of minutes of the past meeting (or meetings) are required before those actions become official.
TimB4 (Tennessee)
Posts: 21,059
Posted:
I gather from your post that the issue is was the resolution approved/disapproved or tabled. To alleviate the issue, I would suggest the following:

1. Amend the past minutes to include that there is disagreement on the board as to the status of the resolution.

2. At the next meeting, make a motion to reconsider the resolution due to previous disagreement. Revisit the issue. Then make another motion to approve/disapprove.

Tim

SusanW1 (Michigan)
Posts: 5,202
Posted:
The motion did not pass - for lack of a valid vote, a ties, or for whatever. But it did not pass.

Delete all this mess from the minutes, since defeated motions are not recorded anyway.

Start over and introduce a new motion, if desired, at the next meeting. Bring it up under "previous business'

PamelaM5 (Florida)
Posts: 85
Posted:
It's more complicated than that. After we voted unanimously to table the motion until a new board was seated, the board member who left the meeting introduced the same motion by email two weeks after the meeting. Two of us objected based on the grounds that email votes occupy a large gray area in FL HOA law and on the grounds that we told our membership that we'd defer the issue until a new board was seated, which happens tonight. The motion was seconded by one of the men who voted to table it, and it passed by a 3-2 vote. Then it was ratified at last week's meeting, passing 3-2 - which I don't think was proper or legal, based on the fact that it was based on an email vote.

Anyway, the subject under dispute is the tabling of the motion last month, which two of the men who voted to do now deny - although one of them said in an email that it did indeed happen.

Are you getting the idea that being on my HOA board is a blood sport?

I get the feeling that things are going to change this evening and not a moment too soon, but I still don't know how to handle the minutes, which are accurate as to what was said and what happened but which is now being denied by two people who voted on the issue. I'm not willing to delete it from the minutes and I'm certainly not in favor of rewriting history to inaccurately reflect what really took place.
AnnD2 (Connecticut)
Posts: 76
Posted:
I suggest you get a copy of the Robert's Rules of Order Newly Revised edition. There also is a Robert's Rules for Dummies and it is available on the Internet. It presents the very clear steps that are to be followed on the review and acceptance of minutes. Robert's Rules is actually the law in most states where the law states that it Robert's Rules are the authority when questions are not specifically addressed by the state law and the HOA's bylaws. It also includes a very great deal more than just how to make and accept motions at meetings.....
FelixR
Posts: 18
Posted:
I have Roberts Rules and two sections apply to the vote that was taken between meetings, which relates to the refusal to approve the minutes on the part of two directors.

47. Votes that are Null and Void even if Unanimous. No motion is in order that conflicts with the laws of the nation, or state, or with the assembly's constitution or by-laws, and if such a motion is adopted, even by a unanimous vote, it is null and void. No rule that conflicts with a rule of a higher order is of any authority; thus, a by-law providing for the suspension by general consent of an article of the constitution would be null and void; so, the general parliamentary rule allowing a two-thirds vote to amend the by-laws after due notice, is only in force when the by-laws are silent on the subject. Rules that protect absentees cannot be suspended informally by general consent, or formally by a unanimous vote, as the absentees have not given their consent. For instance, a rule requiring the giving of a specified notice of certain motions, as an amendment of the by-laws, cannot be suspended by general consent or by a unanimous vote. When a vote is required to be taken by ballot, the object is to enable members to conceal their votes, and any motion that defeats this object is out of order. Thus, when the rules require the vote to be by ballot, as is usual in elections to office or membership, this rule cannot be suspended even by general consent, because no one can object without exposing his vote, which he cannot be compelled to do. When the election must be by ballot, a motion to have the ballot cast by one person is out of order. So, when the rules require the vote to be by ballot, a motion to make unanimous a vote that was not unanimous, must be voted on by ballot, as otherwise the vote would not be secret.

39. Ratify. This is a main motion and is used when it is desired to confirm or make valid some action which requires the approval of the assembly to make it valid. The assembly may ratify only such actions of its officers or committees, or delegates, as it had the right to authorize in advance. It cannot make valid a viva voce election when the by-laws require it to be by ballot, nor can it ratify anything done in violation of the laws of the state, or of its own constitution or by-laws, except that it may ratify emergency action taken at a meeting when no quorum was present, even though the quorum is provided for in a by-law. A motion to ratify may be amended by substituting a motion of censure, and vice versa, when the action has been taken by an officer or other representative of the assembly. It is debatable and opens the entire question to debate.

The three board members who voted for the motion don't want to hear anything about why email votes are not permitted in the state of FL and follow Roberts Rules only when it's to their advantage. Fortunately, two of the three decided to not run for office, but that still doesn't solve my problem because I could find nothing in Roberts Rules about the problem I'm having with our minutes. It's a real he said/she said issue and I can't see any agrement on what happened ever occurring.
FelixR
Posts: 18
Posted:
Oops.........sorry. Logged in as my BF, who also posts here on occasion!
AnnD2 (Connecticut)
Posts: 76
Posted:
http://www.rulesonline.com/rror-10.htm

What you need to check is the poriton of Robert's Rules that deals with minutes and their acceptance.
SusanW1 (Michigan)
Posts: 5,202
Posted:
And the SAME motion cannot be made (proposed) again until the resolution of the original motion is decided!!!

You say the motion was "on the table" - it had to be brought up again at the VERY next meeting and voted on.

There needs to be a ruling here, by your presiding officer. The president needs to be aware of parliamentary procedures.

(This email vote is a whole 'nuher issue that FL people can speak to)

SusanW1 (Michigan)
Posts: 5,202
Posted:
Felix - does this motion involve spending money?

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