CC&R's Amended - Board voted twice

FlaviaS (Arizona)
Posts: 13

Posted:

Hello,

I am new here, but I have a question. This happened in Arizona. I am on the board for our HOA, but there is a lot that I don't understand yet and I am trying to learn.

Yesterday we had our last yearly meeting (not the annual meeting which was held in April) and we voted to amend an amendment that was made to the CC&R's back in 2008. Once the vote didn't go according to what some people wanted, they started getting mad and shouting reasons why they wanted such clause to prevail, then 3 people changed their minds, there was a revote and then it turned to the other side. Sorry, I hope I am making myself clear. Anyway, I want to know if this is legal in Arizona. Can they take another vote only because it didn't go the way they wanted?

Note: Apparently the board votes, and if it passes, then they open it to all the other homeowners. I don't even know if this is legal. I thought any votes to amend the CC&R's should be have all homeowners voting.

Thank you for your reply.

JackE1 (Indiana)
Posts: 26

Posted:

Flavia typically the Board cannot vote to amend the Covenants, that requires a vote of the homeowners to be valid. What it sounds like is that they were voting on the language of the amendment to present to the homeowners. Yes they could have a vote then have someone reintroduce another motion and have the vote reversed, IMO both motions and votes should be included in the minutes. If it were simply a by-law change rather than a Covenant change then the Board possibly has the power to do that without a homeowner vote, depends on what the documents allow.

FlaviaS (Arizona)
Posts: 13

Posted:

Hi JackE1,

Thank you for replying so quickly. Yes, they were, and that was the whole point, but instead of voting on the language of the amendment, they actually vetoed the amendment completely. Also, on the same post I have another question, which I forgot to ask. There is a couple that live in the subdivision. One of them is the homeowner, the other is not on the deed or anything. The actual homeowner is no on the board at all, but they like to attend the meetings, which is great. Last night though, the person who is not on the deed was giving his opinion about the clause and reasons why it shouldn't be changed in the first place. Is that allowed to happen? I thought only homeowners could do that?

Thanks again!

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Quote:

Posted By FlaviaS on 05/21/2014 8:52 AM
Hello,

I am new here, but I have a question. This happened in Arizona. I am on the board for our HOA, but there is a lot that I don't understand yet and I am trying to learn.

Yesterday we had our last yearly meeting (not the annual meeting which was held in April) and we voted to amend an amendment that was made to the CC&R's back in 2008. Once the vote didn't go according to what some people wanted, they started getting mad and shouting reasons why they wanted such clause to prevail, then 3 people changed their minds, there was a revote and then it turned to the other side. Sorry, I hope I am making myself clear. Anyway, I want to know if this is legal in Arizona. Can they take another vote only because it didn't go the way they wanted?

Note: Apparently the board votes, and if it passes, then they open it to all the other homeowners. I don't even know if this is legal. I thought any votes to amend the CC&R's should be have all homeowners voting.

Thank you for your reply.

According to proper parliamentary procedure, such as Robert's Rules, once the results of a vote are announced, no one may change his or her vote. But, then again, I would guess that most associations don't follow Robert's Rules or any real parliamentary procedure unless their documents or state law requires them to. Even then, I would guess that of those associations that do try to follow Roberts, or some form of parliamentary procedure, some of them don't understand it well enough follow it correctly.

It is possible to make a motion to reconsider a vote, but only a person from the prevailing side is entitled to make that motion. In other words, the winners can move to reconsider, but the losers can't. It is also possible to make a motion at the next regular meeting to rescind something that was previously adopted, but there are rules about how that can happen, too.

LarryB13 (Arizona)
Posts: 4,099

Posted:

Quote:

Posted By FlaviaS on 05/21/2014 1:15 PM

There is a couple that live in the subdivision. One of them is the homeowner, the other is not on the deed or anything. The actual homeowner is no on the board at all, but they like to attend the meetings, which is great. Last night though, the person who is not on the deed was giving his opinion about the clause and reasons why it shouldn't be changed in the first place. Is that allowed to happen? I thought only homeowners could do that?

Arizona law requires that board meeting be open to all members or their representatives. The statute does not restrict others from also attending or speaking if the board chooses to allow it. Technically, a representative is supposed to have written authorization to attend on behalf of the member but nothing requires that the board demand proof of such authorization.

BonnieG1 (Nebraska)
Posts: 1,186

Posted:

Quote:

Posted By JackE1 on 05/21/2014 9:51 AM
Flavia typically the Board cannot vote to amend the Covenants, that requires a vote of the homeowners to be valid. What it sounds like is that they were voting on the language of the amendment to present to the homeowners. Yes they could have a vote then have someone reintroduce another motion and have the vote reversed, IMO both motions and votes should be included in the minutes. If it were simply a by-law change rather than a Covenant change then the Board possibly has the power to do that without a homeowner vote, depends on what the documents allow.

My understanding of Roberts Rules of order is that a vote can be retaken only under certain conditions. I think a person who voted in favor of the amendment needs to request the revote. I am not 100 percent certain of the requirement but I do know there are specific quidelines to follow.

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Quote:

Posted By BonnieG1 on 05/21/2014 8:24 PM

Posted By JackE1 on 05/21/2014 9:51 AM
Flavia typically the Board cannot vote to amend the Covenants, that requires a vote of the homeowners to be valid. What it sounds like is that they were voting on the language of the amendment to present to the homeowners. Yes they could have a vote then have someone reintroduce another motion and have the vote reversed, IMO both motions and votes should be included in the minutes. If it were simply a by-law change rather than a Covenant change then the Board possibly has the power to do that without a homeowner vote, depends on what the documents allow.

My understanding of Roberts Rules of order is that a vote can be retaken only under certain conditions. I think a person who voted in favor of the amendment needs to request the revote. I am not 100 percent certain of the requirement but I do know there are specific quidelines to follow.

Only the prevailing side can request reconsideration (re-vote) of a motion. It's not necessarily only those in favor. If the motion passes, then the prevailing side would be those who were in favor. But, if the motion failed, the prevailing side would be those who were against the motion. (RONR, 11th ed., p 315)

FlaviaS (Arizona)
Posts: 13

Posted:

Quote:

Posted By BruceF1 on 05/22/2014 4:45 AM

Posted By BonnieG1 on 05/21/2014 8:24 PM

Posted By JackE1 on 05/21/2014 9:51 AM
Flavia typically the Board cannot vote to amend the Covenants, that requires a vote of the homeowners to be valid. What it sounds like is that they were voting on the language of the amendment to present to the homeowners. Yes they could have a vote then have someone reintroduce another motion and have the vote reversed, IMO both motions and votes should be included in the minutes. If it were simply a by-law change rather than a Covenant change then the Board possibly has the power to do that without a homeowner vote, depends on what the documents allow.

My understanding of Roberts Rules of order is that a vote can be retaken only under certain conditions. I think a person who voted in favor of the amendment needs to request the revote. I am not 100 percent certain of the requirement but I do know there are specific quidelines to follow.

Only the prevailing side can request reconsideration (re-vote) of a motion. It's not necessarily only those in favor. If the motion passes, then the prevailing side would be those who were in favor. But, if the motion failed, the prevailing side would be those who were against the motion. (RONR, 11th ed., p 315)

Thank you so much for the replies. Well, they did it incorrect because the prevailing side did not ask for the revote, but the losers did.

Thanks guys! I am glad I found this board.

FlaviaS (Arizona)
Posts: 13

Posted:

BruceF1 and BonnieG1

I've been trying to find out where it says that only the prevailing side can request a revote and I can't find it. Could you please point me to the right direction?

Thank you! Flavia

PitA1
Posts: 222

Posted:

why would the PREVAILING side want a revote ?

DOH

FlaviaS (Arizona)
Posts: 13

Posted:

Quote:

Posted By PitA1 on 05/27/2014 9:22 AM
why would the PREVAILING side want a revote ?

DOH

The prevailing side does not want a revote, that's the point. We voted, then the losing side asked for a revote and got it, then some people changed their minds and the losing side won. I just want to clarify that this is actually valid or not and it seems like it isn't.

TimB4 (Tennessee)
Posts: 21,062

Posted:

Regardless of which side wanted to revisit the issue, the process should have gone similar to this:

Director A: After consideration of what we have heard, I propose that the Board revisits the issue and takes a new vote.

President: A motion is before the board, do we have a second?

Director B: I second.

President: The motion is made and seconded, vote by yea to revisit the issue and nay not to revisit.

Directors: Vote

President: By a vote of x yea to x nay the motion is/is not approved.

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Quote:

Posted By FlaviaS on 05/27/2014 9:01 AM
BruceF1 and BonnieG1

I've been trying to find out where it says that only the prevailing side can request a revote and I can't find it. Could you please point me to the right direction?

Thank you! Flavia

Robert's Rules, 11 edition, page 315, line 28. Read the section on "Reconsider."

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Quote:

Posted By TimB4 on 05/27/2014 2:59 PM
Regardless of which side wanted to revisit the issue, the process should have gone similar to this:

Since our HOA is obligated to follow Robert's Rules by state law, if a person made such a motion who was not a member of the prevailing side, I would rule the motion out of order.

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Quote:

Posted By PitA1 on 05/27/2014 9:22 AM
why would the PREVAILING side want a revote ?

DOH

Normally, it wouldn't except if a member who voted with the prevailing side realized that the motion was ill-conceived and hastily debated and voted on, as, for example, if some unintended consequence was overlooked.

TimB4 (Tennessee)
Posts: 21,062

Posted:

Understood. I just basically wanted to point out that a majority of the Board had to agree to reconsider the vote.

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Quote:

Posted By TimB4 on 05/28/2014 7:46 AM
Understood. I just basically wanted to point out that a majority of the Board had to agree to reconsider the vote.

At a homeowners meeting, the board has no authority (or shouldn't have). Board members are homeowners with no more and no fewer rights than every other homeowner present. Only the officers retain their positions, but only as officers, not as board members. As you yourself have noted, board members and officers are two distinct positions, even the same individual fills both positions.

RichardP13 (California)
Posts: 1,767

Posted:

Bruce,

In reviewing the original post, the meeting was stated as being the "last meeting of the year, not the annual meeting"

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Quote:

Posted By RichardP13 on 05/28/2014 1:03 PM
Bruce,

In reviewing the original post, the meeting was stated as being the "last meeting of the year, not the annual meeting"

I know that, but the OP didn't make it clear if it was a meeting of the board or a meeting of homeowners. Our association has two meetings of the homeowners each year, only one of which is the "annual meeting."

RichardP13 (California)
Posts: 1,767

Posted:

Understood

TimB4 (Tennessee)
Posts: 21,062

Posted:

My understanding from reading the post was it was done at a board meeting.

She did specify that she was on the Board and that the meeting was not the annual meeting [emphasis added]:

Quote:

Posted By FlaviaS on 05/21/2014 8:52 AM

Yesterday we had our last yearly meeting (not the annual meeting which was held in April) and we voted to amend an amendment that was made to the CC&R's back in 2008.

JoK2 (California)
Posts: 198

Posted:

What is the big deal about someone giving their opinion if they aren't on the deed? It must have been one that spoiled the vote all together, otherwise why does it matter? Seems petty to me, not the issue at hand regarding the re-vote.

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Quote:

Posted By TimB4 on 05/28/2014 1:50 PM
My understanding from reading the post was it was done at a board meeting.

She did specify that she was on the Board and that the meeting was not the annual meeting [emphasis added]:

Posted By FlaviaS on 05/21/2014 8:52 AM

Yesterday we had our last yearly meeting (not the annual meeting which was held in April) and we voted to amend an amendment that was made to the CC&R's back in 2008.

Actually, the statement is confusing. "Yesterday we had our last yearly meeting - - -"

A "yearly" meeting implies a meeting that is held each year. There can be no "last" yearly meeting because there is only one meeting each year. It is the first and the last by definition. I can't imagine a board meeting only once each year, but I suppose some boards might. I therefore assumed that it was a meeting of the homeowners that is held each year but that it is separate from the annual meeting. If it was the last board meeting of the year then that's how it should have been stated to make the meaning clear.

Regardless, according to proper parliamentary procedure, only a member who voted with the prevailing side can make a motion to reconsider the vote. Whether it is a board meeting or a homeowners meeting is irrelevant.

One will usually get a better answer when the question is made clear.

LarryB13 (Arizona)
Posts: 4,099

Posted:

I am not aware of any statutes in Arizona requiring the use of Roberts' Rules of Order either in HOA's or non-profits in general. The board is free to reconsider whenever it wishes.