amending proposed bylaw changes at annual mtg

Started by ThomasM9 • 5 replies • 1221 views

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ThomasM9 (North Carolina)
Posts: 9

Posted:

Our HOA board proposed a change to the bylaws and gave proper notice (15 days required).They mailed proxies to all members along with the exact wording in the notice.The proxy only states yes or no on the ballot and does not have the specific wording. At the meeting a member asked to modify the wording through a motion. He was told he could not.

Roberts Rules allows such changes but the board stated that proxies had been turned in and therefore we could not change the amendment wording at the meeting. Could we have changed the wording and if not, could the proxy statement have some words `or as amended in the annual meeting' to allow changes at the annual meeting?

I assume a directed proxy indicating yes or no would have to be voted by the board regardless of the change and that an undirected proxy could be voted as the board saw fit.

TimB4 (Tennessee)
Posts: 21,060

Posted:

Thomas,

A lot of this will of course depend on what your governing documents say.

Typically, within Associations, once the proposed amendment got to the voting stage, the membership is voting on the proposal as worded. This is why, in my opinion, it's best to have a meeting prior to finalizing the proposal for the purpose of receiving feedback from the membership.

Now, the member who proposed amending the wording can certainly go through the procedure to amend the Bylaws again.

As for Roberts Rules, unless your State or governing documents specify that the Association must abide by Roberts rules, they would not specifically apply.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Thomas

Thomas

I am not nor do I play a lawyer.

You say the proxy contained the exact wording of the proposed Bylaw change and one could vote Yes or No. It is then a Directed Proxy. I say if the proposed Bylaw changed then it is not what I voted for and my proxy is void. One might be tempted to discuss the significance of the change, but it is not what I voted for.

If my proxy gave someone the power to vote for me (a General Proxy) concerning the Bylaw change then if worded properly (that is another subject), I am allowing that person to vote as they wish even if the wording changes.

Robert's Rules of Order are not laws. They are simply guidelines. Laws and documents are the deciding factors, not Robert's.

EricH8 (Virginia)
Posts: 116

Posted:

Thomas, the board's tactics you described are typical. They have effectively defeated the purpose of having a homeowners meeting: to let the homeowners propose, debate, negotiate, and then vote and then possibly debate and vote again on that amendment.

Quote:

Posted By ThomasM9
Roberts Rules allows such changes but the board stated that proxies had been turned in and therefore we could not change the amendment wording at the meeting. Could we have changed the wording and if not, could the proxy statement have some words `or as amended in the annual meeting' to allow changes at the annual meeting?

Roberts Rules of Order say
"An organization should never adopt a bylaw permitting a question to be decided by a voting procedure in which the votes of persons who attend a meeting are counted together with ballots mailed in by absentees. The votes of those present could be affected by the debate, by amendments, and perhaps by the need for repeated balloting, while those absent would in most cases be on a somewhat different question than that on which those present were voting, leading to confusion, unfairness, and inaccuracy in determining the result."

Quote:

Posted By ThomasM9
I assume a directed proxy indicating yes or no would have to be voted by the board regardless of the change and that an undirected proxy could be voted as the board saw fit.

I hope the proxy form allowed you to choose someone other than the board to be your proxy representative / voter.

Quote:

Posted By TimB4
As for Roberts Rules, unless your State or governing documents specify that the Association must abide by Roberts rules, they would not specifically apply.

North Carolina Planned Community Act. http://www.ncga.state.nc.us/EnactedLegislation/Statutes/HTML/ByChapter/Chapter_47F.html

§ 47F-3-108. Meetings.
(c) Except as otherwise provided in the bylaws, meetings of the association and the executive board shall be conducted in accordance with the most recent edition of Robert's Rules of Order Newly Revised.

ThomasM9 (North Carolina)
Posts: 9

Posted:

Thank you for the response.

The notice had the exact wording, the proxy had a box to vote yes or no.

Roberts Rules are required by our state law.

ThomasM9 (North Carolina)
Posts: 9

Posted:

Thank you, espescially for the extract from roberts rules.

And yes the proxy we used had my name rather than the board.

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