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LizH3 (Florida)
Posts: 12
Posted:
Our HOA Board in Florida(16 members) voted on a motion to censure of the president this past Monday at a Special Meeting. The pres had brought the HOA lawyer to attend the meeting, and was clearly there to make sure things went the president's way. Several even asked the lawyer to leave. But our pres bulldozed ahead. After a 1 hour discussion, the VP was in the chair at the time and asked for a voice vote. There were quite a few in favor of the censure. As secretary, I was preparing for a roll call, but was told it was not necessary, it did not pass. The lawyer was quitely coaching the VP on this.. So in the heat of it all, we moved on. Now I'm preparing the minutes from the tape of the meeting. Several board members want their vote of in favor of the censure documented in the minutes. I've suggested to the president that we can either a) I send out an email stating the oversight of not taking a roll call vote, and ask them to email me back what their vote was or 2) bring this up at the next board meeting in a few weeks for a roll call vote. The president is telling me to drop it. I feel it is my fiduciary responsibility to properly record the votes - especially given the importance of the motion. Any suggestions on my next step?
SusanW1 (Michigan)
Posts: 5,202
Posted:
WHO called the result of the vote? it should have been the presidieng officer - whomever that was. THEN would have been the time to object.

But even before that, there should have been the motion to have a rollcall vote. Otherwise most votes are via voice. But with the importance of this issue, a roll call or secret ballot should have taken place.

You can introduce the vote again at a meeting. I wonder why you had to call a Special Meeting for this. Simply motion to go into Executive session and make the motion again.

A censure is benign anyway. If he's so bad, the membership can recall him.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
LIz

Are you the Secretary of the BOD?

I believe once a Motion is Made, it must be recorded, and dealt with in the minutes. Who Seconded it and the final outcome which would be Withdrawn or Voted on, etc.

Tough love, but it seems you were bested/bowled over. Thus the question now is how to "correct" the problem?

Well if done properly, it is your job to write the Minutes up and present them for Approval at the the next BOD Meeting. Maybe you might just have the final say.

Write them up as you best recollect or the way you think, believe, want, whatever just as long as you write them up. Now distribute them to all BOD Members and say these are the minutes as I best understand them and the ones I will be presenting at our next meeting for your Approval. Stand back and await the fall out.

If things do not go the way you believe they should then maybe it is time for you to realize you might well be in in the minority. Thus you should sit down and be pragmatic like ask yourself are you part of the problem or part of the solution.

Best wishe.

LizH3 (Florida)
Posts: 12
Posted:
Thank you John !
I strive to be part of the solution, and thank you for reminding of that wonderful phrase! Our board unfortunately consist of quite a few who don't like controversy and don't like to challenge authority, so they go along with what the president says. He has been making unilateral decisions that affect us financially, EVEN during our phase of having a cost savings committee look into our major line items for any savings.
Thank you for your advice -- I'm going for it! The people who voted for censure just want to be on record as doing so.
LizH3 (Florida)
Posts: 12
Posted:
Thanks Susan -- the VP was in the chair at the time of the vote to censure the president, and with advice of counsel sitting next to her - ended it right then and there. The motion to censure was due to unauthorized salary increase and bonus of our HOA's staff executive director - big money. He's off in 6 weeks, we just hope he doesn't get out of control....
CarolR11 (Colorado)
Posts: 2,563
Posted:
In my HOA, we may not make content changes to the draft minutes except by board action at the next meeting. So directors don't get the draft minutes till about a week before the meeting in our directors packet. At the meeting, directors move to make amendments or whatever. At the meeting, then, make sure you ask directors to be certain that their votes were recorded accurately.

As I and others explained it in your previous thread, you definitely want to be on record as approving censure in case the board is held liable for the president's (possible) illegal actions.

By the way, who the heck is paying for the attorney to have been present?

I have to say that with a board & HOA of your size, I'm surprised there isn't a management staffer recording the minutes!

JohnC46 (South Carolina)
Posts: 14,265
Posted:
LIZ

Sorry but more tough love. If the President is gone in 6 weeks, why even go through all this now?
JohnC46 (South Carolina)
Posts: 14,265
Posted:
LIZ

Sorry but more tough love. If the President is gone in 6 weeks, why even go through all this now?
LizH3 (Florida)
Posts: 12
Posted:
Because our expenses have gone up 24% in the past 2 years, staff salaries being a big part, and the board agreed we need to stop and look at everything and see where we can possibly save......the pres didn't want to do this, and went ahead with giving a 10% raise, and 10% bonus behind everyone's back. Sometimes you have to stand up and say enough. I know, 6 weeks, big deal....meanwhile this stuff continues.
TimB4 (Tennessee)
Posts: 21,060
Posted:
Did that increase come with a contract renewal?

If you haven't done it in the past, every contract up for renewal should always be put out for bids. This tends to keep the existing company from getting too greedy and allows the Board to see what the going rates are.

Tim
SusanW1 (Michigan)
Posts: 5,202
Posted:
The minutes should reflect:
motion made, seconded.; discussion; voice vote taken; results announced by the presiding officer.

There should have been no confusion on your part as to what happened. you could have asked for clarification, since it was confusing. But it is not your job to determine what happened. The presiding officer should have announce the result.

I have a feeling that there will be more controversial votes for your group in the future. Be sure you direct them in how to do it so there are no more confusing results. If there are, ask for clarification for entry into the minutes.

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