Postponing an HOA Board meeting

We are a newly elected Board for an HOA Assn. The major issue on our next agenda requires much more information requested from the Management Co. and the original developer, as there is a serious question of insolvency of the Assn... and who actually owns the lands upon which the development has been built.
The President, Vice President and Secretary agree the next scheduled meeting needs to be postponed awaiting add'l info. One member is demanding the meeting go forward even though there are no other items on the agenda... she is trying to get many items placed on the agenda without agreement of the rest of the Board. The 5th member of the Board is actually the owner of the Management Co from which the information is being requested.
The meeting was scheduled for 2/25/14 and the President has just called for the postponement. Is it mandatory to call for a vote to postpone? Or can the President decide this is necessary measure and announce the postponement?
The announcement has just been posted to all 5 members of the Board and the dissenting individual is creating problems stating it was mandatory to call for a vote.... even though she knows that at least 3 out of the 5 are in full agreement with the postponement.
Any opinions as to whether the President has the authority to postpone or there must be a vote before announcement?
Thank you so very much.

Marion,

Your board sounds like it is in total chaos already.

Having the owner of the management company sitting on your board of directors is such an obvious conflict-of-interest that I am sure we are all dying to hear who that came about.

I assume that you are a condo development because of the question about who owns the land. Condo developments normally have no deed for the "common areas." If you have fifty units, each unit has a deed that includes ownership of one fiftieth of the common areas. All the deeds taken together add up to one hundred percent of the development. It is doubtful that you could have obtained a mortgage loan if there was some question about who owns the land.

You said that the member who wants the meeting wants to place items "on the agenda without agreement of the rest of the Board." Normally any board member may request an item to be placed on the agenda. There is no vote on whether to include it on the agenda. (If a vote was required, how and when would that occur?) If this member has requested items be placed on the agenda then you have an agenda and a reason to hold your next scheduled meeting.

Since you apparently have a meeting scheduled and at least one member who wants to discuss items she has placed on the agenda, I think the question about postponing the meeting is academic. Those more familiar with Davis-Sterling can answer the question about the president's authority to postpone a meeting.

This is also from Davis-Sterling:

"There is no requirement that board and committee meetings be conducted under Robert's Rules or any other system of parliamentary procedure. Strict adherence to Robert's Rules in board meetings can be unwieldy. Boards are free to use more flexible procedures, unless the association's governing documents require otherwise."
https://www.davis-stirling.com/MainIndex/ParliamentaryProcedure/tabid/1291/Default.aspx

As the man says, Robert's Rules can be unwieldy. Having to move in one meeting to place an item on the next agenda and taking a vote on whether to allow it on the agenda for the next meeting is the very definition of unwieldy. As it is not required, why do it?

Whoever is in charge of the agenda should add items at the request of any board member. The board still has the option of not acting on the item at the meeting.

I really messed up by hitting the enter twice and creating two threads and I apologize.

There are so very many issues surrounding this dilemma, it is mind boggling... as you know we just had our election on 1/25. At the election, only 3 of the newly elected were present. Immediately after the vote count a 'new Board meeting' was attempted (obviously without an agenda) and @ 10-15 owners were invited to stay AND participate.
Ms X (the problem child), me (now Secy), and the gal who is now President. The Pres had/has the most expertise and needed to be fully involved in conversations with the 20 people present - not take minutes. Ms X refused outright, claiming she had some medical issues with dyslexia, memory, writing (taking notes)due to s stroke or something. So that left me. I agreed only with the proviso that we would tape record the conversations for the sole purpose of composing the minutes, as I'm really not the secretary type. Those in the audience agreed to stay and converse with the understanding that their comments would be held in esteem and they did not hold back on expressing displeasure with past Board conduct, etc.
Ms X had previously made it known that she could not and would not deal with this President... and it was obvious in the meeting. Ms X made motions and proposals that no one was ready to discuss and we did not approve them. She was irate to say the least.
When the minutes were presented by me, on 2/1, for the Board approval she made no formal objections. She proceeded to alienate a 4th Board member to the point she refuses to speak with him now too. The 5th Board member actually is the 'developer'- management co. owner - chief financial officer - and pretty much the cause of the Assn going bankrupt.
Ms X had gotten so out of control that the other 4 called a special meeting to approve a "Code of Ethics" to try to reign her in and nominate officers and approve the minutes. When she got notice of the special meeting on 2/19, she started vehemently objecting to the minutes, demanding additional issues for the agenda, and objecting to a very standard "Code of Ethics." The code of Ethics was passed as is simply because we had majority vote 4 to 1. As did the minutes 4 to 1. The additional issue on the agenda was voted down because it was Ms X "missions and goals" which were her candidacy platform. She submitted nothing in terms of what the discussion would include and was told she would need to propose the issue so we could allocate the time needed (trust me, it is going to be 4 hours at least).
Due to the fact that she was out voted on each ballot and is quite the hysterical personality - she is now on the HOA website bad mouthing each and every Board member claiming lack of transparency and demanding the audio tape be posted on YOU TUBE, etc. She claims the minutes to the 1/25 meeting are inaccurate and insinuates intentional errors in certain paragraphs but will not state how she would make them accurate. I have gone over the tape so many times I can almost recite it from memory at this point. I have quoted from it ad nauseum - she simply disagrees but will say no more. She is poisoning the minds of the owners and derailing the Board's attempts to save the HOA.
The Pres did finally get some info from the developer, man. co,CFO but not enough to formulate an opinion as to whether the HOA can be salvaged from bankruptcy... add'l info was requested but has not been received as yet - the reason to postpone the next meeting for 2/25. Needless to say Ms X now claims collusion, back door politics, you name it... She is demanding the meeting be held via Skype with YOU TUBE broadcast to discus at very least her goals and missions which the rest of the Board has no clue what she plans to say.
I have told her in no uncertain terms that the tape of the 1/25 meeting will not be publicized as was the agreement with the owners. She claims that our 2/29 special meeting was taped and wants a copy of that as well... no tape!
We are simply at our wits end. Every other Board member has expressed their desire to have her recalled or fired but she claims to have "constituents" who want her to stay... even though she has publicly stated to all that anyone who is happy to be elected to the Board should be deemed "mentally unsound." And in fact she does NOT want to be on the Board and did not the day she was elected.
I am sorry I cannot divulge more specifics about this 'complex' and it's location but we fear repercussions if we do. It is a rather unique circumstance... but I will give my personal e-mail if it is allowed, to take off public forum... [email protected] Thanks for any help if you can possibly get through this diatribe.

CarolR11,

I so much appreciate your information and will try to be more brief.

We did not have an organizational meeting immediately after the election because only 3 directors were present. One in Tahiti and one in Hawaii and those that were present lived either out of state or came in from over 400 miles.

Two of those that were present were leaving on vacation either the day after or the week after.

Believe it or not, there has never been an owners list provided to each owner with which to make contact with members of the HOA.

It was decided by 3 Board members on 2/11 to have the special meeting on 2/19 to nominate and elect the officers, so the scheduled meeting of 2/25 could be devoted to real issues.

Without the owners list it was not possible to announce the special meeting of 2/19 to the entire HOA but notice was given to all Board members on 2/11. The meeting was announced on a facebook page where only 61 out of a possible 200+ care to frequent.

The 2/19 meeting was Skyped with Directors in So CA(2), Virginia(1), Hawaii(1) and Tahiti(1). The minutes were approved by 4 of 5 Directors, the officers assigned by 4 of 5, the items not on the agenda dismissed by 4 of 5. Ms X being the dissenter on all.

Yes, I am stuck with being Secy. My minutes for the 1/25 meeting were short and sweet... but Ms X is still objecting that I have misquoted - and won't say how or where... even though the minutes have been approved.

You are correct - the major problem is the bankruptcy. The only Director who has all financial information has not disclosed it. We do not have enough info to tell if we can salvage. This Director is the only one with power over the budget - we have not seen any budget in 5+ years. He is also the management co. and the only one who lives on site... hence, he manages the property as he also was the former developer.

To make matters worse, the original CA HOA has been suspended by the State due to non compliance.

Can it get much worse? Feel free to e-mail me [email protected] if I have peaked your curiosity sufficiently.