CarolP5 (North Carolina)
Posts: 17
Posts: 17
Posted:
To release information classified as privileged, is a unanimous vote to the affirmative required by a board of directors or will a majority vote suffice?
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Release of Privileged Information
Started by CarolP5 • 6 replies • 1259 views
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CarolR11 (Colorado)
Posts: 2,563
Posts: 2,563
Posted:
To whom would the privileged info be released?
BruceF1 (Connecticut)
Posts: 2,535
Posts: 2,535
Posted:
Quote:
Posted By CarolP5 on 06/14/2012 6:34 PM
To release information classified as privileged, is a unanimous vote to the affirmative required by a board of directors or will a majority vote suffice?
To release information classified as privileged, is a unanimous vote to the affirmative required by a board of directors or will a majority vote suffice?
Unless there is a requirement for a 2/3 majority or a unanimous vote in your bylaws or other governing document, or in your state laws, then a simple majority vote should be all that is required. There is nothing in parliamentary procedure that requires a majority vote for any motion.
CarolP5 (North Carolina)
Posts: 17
Posts: 17
Posted:
Quote:
Posted By CarolR11 on 06/14/2012 7:22 PM
To whom would the privileged info be released?
To whom would the privileged info be released?
The info would be released to a merge committee created by the board and charged with performing due diligence and research for a potential merge with another HOA.
The committee discovered that the HOA governing documents did not define the process and requested the board to consult with HOA legal counsel to provide input and guidance (state laws & voting requirements, steps, cost estimates, covenant issues, financial responsibilities, etc.) surrounding the merge process.
Upon receipt of the attorney's information, the board refused to release this information to the committee. The committee believes info about the merge process is a "common interest" issue that should adhere to total transparency by the board.
TimB4 (Tennessee)
Posts: 21,059
Posts: 21,059
Posted:
Carol,
I believe that this would only require a simple majority vote.
It also sounds silly that your board, after contacting the lawyer at the request of the committee (to answer questions of the committee), refuses to share the answer with the committee so the committee can perform the task the board told the committee to perform. If I was on the committee, I'd resign and publish papers indicating the board is hiding something (as this is the appearance the board is presenting).
Tim
I believe that this would only require a simple majority vote.
It also sounds silly that your board, after contacting the lawyer at the request of the committee (to answer questions of the committee), refuses to share the answer with the committee so the committee can perform the task the board told the committee to perform. If I was on the committee, I'd resign and publish papers indicating the board is hiding something (as this is the appearance the board is presenting).
Tim
CarolP5 (North Carolina)
Posts: 17
Posts: 17
Posted:
Quote:
Posted By TimB4 on 06/15/2012 7:14 AM
Carol,
I believe that this would only require a simple majority vote.
It also sounds silly that your board, after contacting the lawyer at the request of the committee (to answer questions of the committee), refuses to share the answer with the committee so the committee can perform the task the board told the committee to perform. If I was on the committee, I'd resign and publish papers indicating the board is hiding something (as this is the appearance the board is presenting).
Tim
Carol,
I believe that this would only require a simple majority vote.
It also sounds silly that your board, after contacting the lawyer at the request of the committee (to answer questions of the committee), refuses to share the answer with the committee so the committee can perform the task the board told the committee to perform. If I was on the committee, I'd resign and publish papers indicating the board is hiding something (as this is the appearance the board is presenting).
Tim
Tim,
Thank you for your feedback. The 13 committee members agree that the lack of transparency begs the question, "What is the board trying to hide?"
As one of three former board members serving on the committee, we understand the importance of protecting the attorney/client privilege on behalf of the HOA as it relates to litigation, privacy, and individual homeowner concerns. The board sought legal advice on a matter of procedure (merge process) upon request of the committee and not for any specific person or board member, this does not fit the mold for claiming privilege in our opinion.
Since my first post, the board provided a summary (below) of the voting process that they...the board...created by extrapolating words from the attorneys opinion (this is their explanation, not mine). Correct me if I'm wrong, but something "smells" about Step 2, the first vote in the process! It gives total control to the board to approve or disapprove a merge, without ANY vote by the membership.
Merger of Non-profit Corporations
(Does not include Covenants)
1)Develop/Create “Plan of Merger” documents with data collected from Merger Committee
2)Vote Needed: Plan of Merger voted on by Board of Directors of our HOA
-Approval by Board – Moves forward to our HOA membership
-Disapproval by Board – No Merger
3)Vote Needed: Plan of Merger voted on by Board of Directors of other HOA
-Approval by Board – Moves forward to their HOA membership
-Disapproval by Board – No Merger
4)Vote Needed: Plan of Merger presented to our HOA membership for a vote
-Approval requires two thirds of members approval at valid meeting with quorum of at least 10%
5)Vote Needed: Plan of Merger presented to other HOA membership for a vote
-Approval requires two thirds of members approval at valid meeting with quorum present.
6)If merger approved register agreement and file articles of merger with State of NC
TimB4 (Tennessee)
Posts: 21,059
Posts: 21,059
Posted:
Carol,
As I read it, step two is the Board voting on the "plan of merger" not the actual merger.
If both Boards agree on the "plan of merger" then the issue is brought to the membership to vote on the actual merger (as outlined in step 4/5).
As I understand it, your committee is investigating the pros/cons and benefits/disadvantages to merging with another Association. Your committee would present your report, perhaps in the form of a proposal, to the board. The Board would typically then do the following:
1) vote to approve, disapprove or amend the committee's proposal.
2) seek legal opinion on the proposal
3) vote to amend any section of the proposal based on the legal opinion provided.
4) vote to bring the proposal to the membership for a vote
5) Hold the general membership meeting for the membership vote.
Hope this helps,
Tim
As I read it, step two is the Board voting on the "plan of merger" not the actual merger.
If both Boards agree on the "plan of merger" then the issue is brought to the membership to vote on the actual merger (as outlined in step 4/5).
As I understand it, your committee is investigating the pros/cons and benefits/disadvantages to merging with another Association. Your committee would present your report, perhaps in the form of a proposal, to the board. The Board would typically then do the following:
1) vote to approve, disapprove or amend the committee's proposal.
2) seek legal opinion on the proposal
3) vote to amend any section of the proposal based on the legal opinion provided.
4) vote to bring the proposal to the membership for a vote
5) Hold the general membership meeting for the membership vote.
Hope this helps,
Tim
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