Board quashes Annual Meeting motions

We just had a Board Meeting where Annual Meeting Ballot Motions submitted by various members of our association were discussed by the Board Members. Some motions were "not approved" for inclusion on the Annual Meeting Ballot because the motions DID NOT DEAL with changing specific Bylaws or Articles/Sections (in the Articles of Incorporation), namely one of my motions to repair or get rid of the broken-down 20-foot high unproductive windmill at the entrance to our community. The Board's position is that ballot motions can only change a bylaw or a section of the Articles of Incorporation. I maintain that if any member wishes to place a ballot motion on the ballot whereby the entire membership would get to vote on it, it should be allowed. The Board maintains that since the motion doesn't purport to actually change a bylaw or article (section), that it should merely be an Annual Meeting AGENDA Item where only 50 or less members attend as opposed to all 130, or so, members who could return mailed-out ballots.

At this point, I am considering a motion for the NEXT Annual Meeting Ballot allowing ANYTHING to be a ballot motion, unless someone, now, can point me to "somewhere" where it would currently confirm MY position.

Thank you.

Hi David:

I feel sometimes potentially explaining the small details can help individuals better understand certain procedures, so here goes:

The issue is that potentially the repair/removal of the item you are concerned about (unless specified in your governing documents) would be considered maintenance of the common area and which is governed potentially by the board. Therefore, this would not be an amendment to the CCR’s which requires vote of the membership.

What the board does need to consider is if the (broken-down 20-foot high unproductive windmill at the entrance to our community) needs to be repaired or taken down, they have a duty to the members to take care of this item. At some point this item could potentially become a safety hazard and if not properly addressed could incur liability for everyone. Therefore, I would recommend you send a certified return receipt letter to the board members with your concerns documented and requesting that this item be addressed at the next board or member meeting. You might remind them that if they are not willing to add to the agenda and take proper action that a “special meeting” can be called by members to address this safety issue, if needed.

53-8-13. Meetings of members.

C. Special meetings of the members may be called by the president or by the board of directors. Special meetings of the members may also be called by such other officers or persons or number or proportion of members as may be provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the number or proportion of members entitled to call a meeting, a special meeting of members may be called by members having one-twentieth of the votes entitled to be cast at such meeting.

Hopefully they will either add to annual meeting agenda to be addressed or at the next board meeting, whichever occurs first.

Unless it is listed in your Declaration of CCR’s or State Statutes as requiring membership vote, then you do not get membership to vote. Changes/Amendments to your governing documents and Election of Board Members are in essence what the membership votes. The Board Members then are to follow the governing documents regarding the operation/maintenance of the association.

If you are concerned about common area maintenance (windmill) then this should potentially be presented to the board of directors at a proper board meeting.

I agree with Susan. Members of the Association must have the right to bring motions to the floor at members' meetings when on the agenda. For the Board not to allow items on the agenda for discussion and voting is reprehensible IMO.

David -

At our Annual Meetings - as long as there is a quorum - any motion brought up can be voted on by those in attendance; majority rules.

Why do you feel that you need 130 votes to get this done? You don't need to notice the homeowners, so let the majority of those in attendance speak.

Is there something sacred about this piece of lumber?

Let me give you a different reason to contact ALL 130 Members. Right now the "Association" owns all common areas and roads. What if someone wanted to propose having the Association, through the Board, obviously, divvy-up the common areas and roads and give 1/175th of all common areas and roads to each landowner (actually each lot), thereby making EACH of us responsible for 1/175th of the CA&R. I, personally, would get 2/175ths of the responsibility. How would one go about this? Right now, according to the answers I've received on this issue and the suggestions within those answers, we'd have 15 to 25 landowners choosing for everybody. Wouldn't we really want everyones input on something this major??? Of course we could still follow our Special Meeting bylaws, but, we'd have to try to force the Board to actually issue ballots on an item like this one.

Susan,

Please excuse the text in quotes. It appears to have been written by an idiot... and was.

The section(s) of our docs in regards to ballot motions states, merely:

Article IV, Section 7 AND Sub-Section 'a':

"Ballot issues shall be developed through member input as required (???) per Article III Section 2 (???) *** with the cooperation *** of the Board of Directors."

[??? and '*' asterisks added by me] Continuing...

"Ballot issues shall be worded in the form of a motion and shall include the name of the originator of the issue."

Article III, Section 2:

"The Board of Directors shall solicit suggested agenda items from the membership such that responses will be available at least sixty (60) days before the Annual Meeting. The suggestions shall be compiled and approved by the Board of Directors. They will be included with the Notice of Meetings as required below in Section 4 of this Article. Once the agenda has been approved by the Board, the agenda cannot be modified in any way except by an affirmative vote of the Board." And;

Article III, Section 4.

"Written notice, stating the time, date and place of the meeting and the purpose of ongoing business for which the meeting is called. Notification may be made personally or by mail to each member entitled to vote at the meeting. If mailed, the notice shall be deemed to be delivered when deposited with the US Postal Service, addressed to the member at his address as it appears on the record of the Association, with postage thereon prepaid. Attendance at any meeting by a member shall constitute a waiver of notice of the meeting. Notices will be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting."

Please try to make sense out of the above! About the first part, above, the vague wording leaves it completely up to the Board to do what they want. So, please tell me how to get a ballot motion THROUGH our Board when they have complete reign over what they WANT, or don't want, to present to the Membership. Please tell me how Article III, Section 2, IN ANY WAY, pertains to ballot motions. Article III, Section 4 does seem to make sense.

Your other (partial) sentence: "...would require a Notice of the Meeting, wording of the motions and a ballot vote of ALL the homeowners." is rather curious, because, that IS what I, and others, would like, but, it seems that I've been advised, within this thread, that the Board is within its rights to "quash" whatever they like and our Membership be damned. It's seems impossible to get a motion through the Board that would even mandate allowing ALL Members to vote on ALL Ballot Motions for our Annual Meeting. And, just where is the distinction, the defining line, as to precisely what should and what shouldn't get to the Membership. My examples of a windmill versus divvying-up the common area are, yes, widely apart from each other. Please define what should be the dividing line.

You last sentence: "It is not for such things as landscaping issues." What do you define as landscaping issues? That, to me, means cutting grass, cutting down weeds, watering the flowers, etc. Our windmill can be looked at as a defining monument to the entrance to our Association lands. WHY shouldn't the entire Membership have a say in what happens to it?

Hi David:

Article IV, Section 7 AND Sub-Section 'a':

Ballot issues shall be developed through member input as required per Article III Section 2 with the cooperation of the Board of Directors.

Ballot issues shall be worded in the form of a MOTION and shall include the name of the originator of the issue.

Without being able to read and review your full documents it is difficult to determine the exact meaning of just certain sections. An example would be that the above even though it states “ballot issues” it also turns around and says “shall be worded in the form of a MOTION”. Also, the way it is worded due to including name of originator one could almost determine that this is ballot issues which are input from member/homeowners and are to be motions for the board to vote.

Article III, Section 2:

The Board of Directors shall solicit suggested agenda items from the membership such that responses will be available at least sixty (60) days before the Annual Meeting. The suggestions shall be compiled and approved by the Board of Directors. They will be included with the Notice of Meetings as required below in Section 4 of this Article. Once the agenda has been approved by the Board, the agenda cannot be modified in any way except by an affirmative vote of the Board.

Here again Article IV had stated input as required per Article III, yet here in this article it is discussing only “agenda items from the membership” and states nothing about “ballot issues”.

I believe you are getting tunnel vision and have become fixated on having the homeowners vote on this issue. Keep in mind there is possibly more than one way to come at any potential problems. However, you need to take proper steps and take one step at a time.

I recommend you follow Susan’s very good advice above for the meeting if they have not already added to the agenda per the request you had already submitted. In the meantime, depending on whether you are located in a city or county check the local ordinances and see if there is a potential violation or safety issue. Get all your ducks in a row before the upcoming meeting so you can present anything showing why it must be repaired or taken down. This would be your first proper steps, if the meeting does not take care of the issue then start another thread on this website and request help regarding other options.