Board votes

Started by ThomasD2 • 8 replies • 1438 views

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ThomasD2 (California)
Posts: 208

Posted:

I wrote here several weeks ago about how discouraged I was that my HOA board routinely ignores the agenda and rarely takes a vote. I am in Los Angeles and recently quit the board. Davis Stirling states that board meetings need to have an agenda and that it has to be posted. But I can find nothing there, or in our bylaws, CCR's, or articles of incorporation that indicate a board has to vote. There is plenty about the voting rights of HOA members, but nothing that indicates a board necessarily has to vote on board matters. It is so discouraging that our board issues are decided by consensus, if I want the meeting notes to reflect my disagreement I'd rather vote. Does the board have to vote?

TimB4 (Tennessee)
Posts: 21,059

Posted:

Thomas,

The Board does not have to vote. If a motion is made and not seconded, no voting is required as the issues dies. Of course nothing gets done if no vote is taken.

If the Board is making decisions by general consensus, then that would be considered a form of voting. What I mean by general consensus would be the President asking if everyone agrees to do xyz (or something similar). When you were serving on the Board, had you disagreed with a decision, you could/should have requested that your disagreement is noted in the minutes.

Had you stayed on the Board, you may have been able to easily address the issues. Perhaps by volunteering to put the agenda together or even serving as President (which would have had you officiate over the meetings). Even as secretary, you could have recorded in the minutes the "vote" of the board as 3 yea 1 nay vs the Board agreed to do xyz. As a member, you only option is to recall the board or volunteer to serve on the board.

Hope this helps,

Tim

CarolR11 (Colorado)
Posts: 2,563

Posted:

I recall your previous posts, Thomas. Check Calif. Corporations Code; there might be something there. When Our board can find nothing in our own docs or in CA statutes, we turn to Robert's Rules of Order for guidance.

So far as I know, all Boards and other governing bodies must vote. But I don't know where if that is actually spelled out.

Did you look at davis-sterling.com concerning this topic?

But, I'm puzzled too: If you're no longer on the board, how can the meeting minutes reflect your disagreement? As a homeowner in open forum? Our board meeting minutes do reflect the occasional Homeowners' disagreement with board decisions--we have an open forum before and at the end of the regular board meetings.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By CarolR11 on 06/15/2012 11:34 AM

But, I'm puzzled too: If you're no longer on the board, how can the meeting minutes reflect your disagreement? As a homeowner in open forum? Our board meeting minutes do reflect the occasional Homeowners' disagreement with board decisions--we have an open forum before and at the end of the regular board meetings.

Carol,

I said had Thomas stayed on the board he could have insisted the minutes carry his disagreement.

Once Thomas resigned from the board, he limited his options.

Tim

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Thomas,

Our HOA attorney recommends that every motion made and seconded be voted on, and even goes so far as to recommend that the vote of each board member be recorded in the minutes. Connecticut courts have held that if a board action is challenged in court, each board member may be personally held accountable if he/she voted in favor of the motion, but judges may dismiss suits brought against those who voted against a motion.

I believe your board members are unwittingly practicing risky behavior by not having formal votes and recording the results. If someone should sue your board, each member could be held personally accountable.

ThomasD2 (California)
Posts: 208

Posted:

Quote:

Posted By CarolR11 on 06/15/2012 11:34 AM
I recall your previous posts, Thomas. Check Calif. Corporations Code; there might be something there. When Our board can find nothing in our own docs or in CA statutes, we turn to Robert's Rules of Order for guidance.

So far as I know, all Boards and other governing bodies must vote. But I don't know where if that is actually spelled out.

Did you look at davis-sterling.com concerning this topic?

But, I'm puzzled too: If you're no longer on the board, how can the meeting minutes reflect your disagreement? As a homeowner in open forum? Our board meeting minutes do reflect the occasional Homeowners' disagreement with board decisions--we have an open forum before and at the end of the regular board meetings.

Yes, I most definitely tried to find an answer at Davis Stirling. It was easy to find out that an agenda is essential, but there was nothing on this question. No the answer does not really matter now that I am no longer on the board. But I think it is important that I be informed, as opposed to one of the many poorly informed. Isn't that why we use this discussion board?

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Legally required or not, your method is the smartest and most open method. Let there be a record.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Here are links from Davis Stirling:

voting by directors

Conduction a meeting (whole section on voting)

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By BruceF1 on 06/15/2012 12:33 PM
Thomas,

Our HOA attorney recommends that every motion made and seconded be voted on, and even goes so far as to recommend that the vote of each board member be recorded in the minutes. Connecticut courts have held that if a board action is challenged in court, each board member may be personally held accountable if he/she voted in favor of the motion, but judges may dismiss suits brought against those who voted against a motion.

I believe your board members are unwittingly practicing risky behavior by not having formal votes and recording the results. If someone should sue your board, each member could be held personally accountable.

Repeat

Legally required or not, this is the smartest and most open way to do it. Let there be a record.

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