Motions at Annual Members Meeting

Started by BillB17 • 11 replies • 5275 views

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BillB17 (South Carolina)
Posts: 92

Posted:

I am President of an HOA of approximately 270 single family homes in South Carolina. Our Annual Meeting is coming up and my question is: Can Members of the Association make motions at that meeting.

Our By-Laws provide for an Annual Meeting of Members and describe the detailed procedures for such meetings. They also state that "The Members shall at such annual meeting elect a Board of Directors for the ensuing year and shall have the authority to transact any and all business which may be brought before such meeting."

I am looking for input as to exactly what "and shall have the authority to transact any and all business which may be brought before such meeting" means. Are members permitted to make motions at the Annual Members Meeting? South Carolina Law is silent on this issue.

Our Governing Documents also state that "The affairs of the Association shall be managed by the Board of Directors."

I understand that if a member were to make a motion for an action that would conflict with our governing documents, that motion would be ruled out of order since it would essentially amend those documents without the required process of 2/3 vote of the membership.

What kind of, if any, motions can a member make from the floor at the Annual Meeting?

Any input here would be very much appreciated.

KellyM3 (North Carolina)
Posts: 2,239

Posted:

I'd say "yes" to your question of citizen motions, but the motion would be handled by the board of directors and be subject to presidential rulings. Know your by-laws and handle it accordingly. Better yet, you could counter-move to table the motion if the motion is in order, but undesirable. The membership would not overrule the elected board of directors in such votes. That's the board using its managing of affairs authority.

GREAT question to which I'd like a clearer answer.

TimB4 (Tennessee)
Posts: 21,062

Posted:

TimB4 (Tennessee)
Posts: 21,062

Posted:

In my opinion, members may make any motion on an issue that they desire at the annual membership meeting. The Board should allow discussion and even a consensus on how to address the issue. The Board (usually the newly elected board) would then address the issues and concerns raised at the meeting. Typically, a membership vote on anything raised at the meeting, other than issues already on the agenda that were identified for a membership vote, could not be voted on as notice requirements would need to be met.

At the next annual meeting, the Board should have a report on how those concerns and issues were addressed. This report would be in addition to any notification made throughout the year via newsletters or through the Associations web site.

JoK2 (California)
Posts: 198

Posted:

Is it a motion or is it a question? A lot of people misunderstand the term motion.

As Tim pointed out, at annual meetings the agenda is set forth and although there can be an open forum on the agenda for owners to bring something up, the Board is not required to give an answer or vote on it.

As Kelly said, the board should motion to table that specific item until the next meeting, for A) the board to look into and B) to include on the agenda so that all members have been made aware of that particular motion. They can also open the floor to any discussion relevant to that motion/suggestion if there is time as a sign of good faith to all members.

The worst thing a BOD can do is disregard ANY suggestion that a member makes, show the person the utmost respect even when in your mind your eyes have rolled so far back you want to laugh out loud.

It's not what you say, but how you say it!

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Bill

I would not attempt to limit any owner participation but unless notification has been given that a specific item will be voted on, then motions from the floors are simply topics of discussion. They are not the business of the meeting. They are things the BOD should take under advisement and maybe discuss further, but not at that meeting.

Also if Motions are made politely inform people there must be a Second to open a discussion on the Motion. Maybe some of the "crazies" will not get a Second thus no need to discuss.

The Annual Meeting is not one where the membership takes it upon themselves to "operate" the business of the association. Operating the associations business is the responsibility of the BOD. That is what they were elected for.

My last SC HOA had an open discussion session prior to each monthly BOD Meeting. Any owner could speak to an issue they desired to speak to. The BOD was under no obligation to respond nor answer. Most common reply from the BOD was the BOD recognizes your position and we will take it under advisement. I suggest all BOD Meetings have such a session and it be in the Meeting Schedule.

Do not let the Annual Meeting become a moan and groan session nor one controlled by a few dissenters.

BillB17 (South Carolina)
Posts: 92

Posted:

Thanks to all for your comments and help. Certainly have a better grip on the subject now.

Bill

LarryB13 (Arizona)
Posts: 4,099

Posted:

General question for all:

Is there a requirement for an agenda for an annual meeting of the members? In those states that require an agenda this seems to apply specifically to board meetings. If there is a requirement for an agenda at a member meeting, who sets it? It is not a board meeting so the board should have no authority to decide on the agenda. How are members informed that they may add an item to the agenda for the annual meeting?

TimB4 (Tennessee)
Posts: 21,062

Posted:

Larry,

There is a requirement for an agenda at general membership meetings in VA. This requirement is established by § 13.1-844.1 of VA corporate laws.

Per that statute, the meeting shall be presided over by a chairman. The chairman shall be appointed as provided in the articles of incorporation, bylaws, or, in the absence of such a provision, by the board of directors. For our Association, it's the President who presides.

Also, per that statute, the agenda is set by the chairman of the meeting (or the President for our Association).

TimB4 (Tennessee)
Posts: 21,062

Posted:

Additionally, our Bylaws specify an agenda requirement and even identifies the agenda items:

Section 6. Agenda. The Agenda for all Annual Meetings of the Association shall include (A) Proof of Notice; (B) Quorum; (C) Approval of Minutes of Last Annual Meeting; (D) Old Business; (E) New Business; (F) Election of Directors; (G) Adjournment.

We also add an open forum section to the above agenda items.

RichardP13 (California)
Posts: 1,767

Posted:

In California, a notice of meeting must be given not less than 30 days prior to meeting. The notice MUST specify those matters than will be presented for action. We can't just put old business, new business. As with Board meetings we must spell out what items are being discussed and possible action being taken.

4 Years ago we did away with quorum at annual or special meetings of the members. We have had ballots opened and counted in those four years. If a item is on the agenda and you don't show up, well, you snooze, you lose. If it wasn't placed on the agenda, then it can be discussed and action taken ONLY if a quorum of 33 1/3% is present, in person or by proxy. You couldn't amend the governing documents unless it was on a secret ballot and it received the proper percentage of affirmative votes.

Per our Bylaws, the President chairs the meeting and sets the agenda. The Board does not have to be present.

JanetB2 (Colorado)
Posts: 4,219

Posted:

Larry … CO for Annual Meetings references:

“The notice shall state the time and place of the meeting and the items on the agenda, including the general nature of any proposed amendment to the declaration or bylaws, any budget changes, and any proposal to remove an officer or member of the executive board.”

For my association and other ones in my area the members know according to their documents when their annual meetings will be held and before said meeting anyone who has any item they want to have placed on the agenda for discussion generally submit their request ahead of time to the Board or Management Company. It is the “members” meeting even though ran by the elected officials. So I guess you could say beyond the basics required to be covered during the meeting the “members” essentially set the agenda.

Good general discussion debate issue to get people thinking.

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