Please translate!

Started by DorothyO • 12 replies • 1878 views

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DorothyO (Washington)
Posts: 293

Posted:

Could someone tell me what in the heck the third and last sentence in this section in our Bylaws means?

"The Architectural Review Committee shall consist of three members drawn from the Association membership. They shall be appointed by the Board for one year terms and shall serve until their successors are elected and qualified. Their appointments will be ratified by 50% affirmative vote plus one (1) of the members at the next special or annual meeting following their appointment."

Does this mean the ARC is not "approved" until a year later? If that is the case, wouldn't that mean an invalid body, and consequently invalid rulings? Does it mean we have to hold a Special Meeting before the next annual meeting to approve the ARC? Should we not amend this Bylaw to read:

"The Architectural Review Committee shall consist of three members drawn from the Association membership. They shall be appointed by the Board for one year terms and shall serve until their successors are elected and qualified. Their appointments will be ratified by 50% affirmative vote plus one (1) of the members at the annual meeting."

FredS7 (Arizona)
Posts: 927

Posted:

The provision is a bit odd- but one way to read it is that the PREVIOUS ARC members serve (and act) until a new board is ratified.

The use of the words "elected and qualified" instead of "appointed and ratified" appears to muddle the issue.

JohnB26 (South Carolina)
Posts: 1,001

Posted:

....T'was Brillig, and the Slithey Toves, did gyre and gimble in the Wabe....

DorothyO (Washington)
Posts: 293

Posted:

Ah ha, so the last sentence really means, "The ARC will be voted on and approved at the annual meeting," whether it is the current ARC ending its year's term, in the absence of new volunteers, or the ARC with new members. Either way, at each annual meeting the ARC is voted in. Jeez. . . who writes these things?

JohnB26 (South Carolina)
Posts: 1,001

Posted:

seriously:

How does your corporation attorney interpret the document in question?

Since y'all can't fathom it, y'all need legal counsel!

OR

I'm only a volunteer, I did the best I could, How should I know, etc.

DorothyO (Washington)
Posts: 293

Posted:

"All mimsy were the borogroves, and the mome raths outgrabe."

DorothyO (Washington)
Posts: 293

Posted:

Well, we just had a bit o' counsel with our barrister, and I suspect that Fred's interpretation would be square with said Esquire. I mean, once it was unpackaged with a little help from my friends, it's the common sense that breaks through the jabberwocky. What else could it possibly mean? Yep, y'all are voted in but not approved till next year. Say what? But, it IS also true, dear JohnB26, I AM only a volunteer, doing the best I can. . . and eight years into this Presidency, I surely do welcome all comers down the rabbit-hole of HOA muck and mire! Off with her head!!

KerryL1 (California)
Posts: 14,550

Posted:

JohnB is our resident Mad Hatter ; )

TimB4 (Tennessee)
Posts: 21,059

Posted:

Dorthy,

Ratify, per merriam-webster, means to make official. I suspect that failure to ratify would remove the individual from the position they were appointed to. However, they would be free to serve in that position until the ratification vote was taken.

If your going to amend your governing documents, instead of ratifying the appointments, I would simply remove the membership involvement completely OR have the members vote to elect those who serve on the Architectural committee (and allow the Board or Committee to fill vacancies by appointment).

DorothyO (Washington)
Posts: 293

Posted:

I believe that is what we do -- people volunteer to be on the committee and the members vote yay or nay. It's how we've always done it. And I think it's that way because someone long ago figured out that is what that Bylaw meant. The reason this came up for me, is that I am already making notes for our annual meeting in January, so I don't lose track of what I want on the Agenda, and this came up at last year's meeting.

Our resident bully challenged the validity of the current ARC, according to that Bylaw, saying since they hadn't been voted in at the previous annual meeting, they weren't valid. I had to remind the dumbass that they were appointed by the Board when the previous ARC quit en masse, mid-term, because they didn't like focusing "on the details of enforcement," and after no one responded to my request for replacements, including him, the three serving now, were recruited, accepted and were approved by the Board for the remaining of the term. All three agreed to serve for a full term, to be ratified at this meeting. Since there are only three members on the ARC, and since he didn't ask to be on the ARC until five minutes ago, we were going to hold a vote for the sitting three members for another year. He can run next year. We held the vote and it passed ratifying the three current members as the ARC for another term. When I send out requests for the next term, I'll make sure everyone knows what that covenant means -- which, I do believe today's discourse with the Mad Hatter and fellow friends of Alice, has clarified to my satisfaction. And if the impoverished soul rattles the cage again at next year's meeting, I shall channel my own Lewis Carroll and say, in the words on the cake, "Eat me!"

NpS (Pennsylvania)
Posts: 4,216

Posted:

Quote:

Posted By DorothyO on 09/09/2014 4:49 PM
I believe that is what we do -- people volunteer to be on the committee and the members vote yay or nay. It's how we've always done it. And I think it's that way because someone long ago figured out that is what that Bylaw meant. The reason this came up for me, is that I am already making notes for our annual meeting in January, so I don't lose track of what I want on the Agenda, and this came up at last year's meeting.

Our resident bully challenged the validity of the current ARC, according to that Bylaw, saying since they hadn't been voted in at the previous annual meeting, they weren't valid. I had to remind the dumbass that they were appointed by the Board when the previous ARC quit en masse, mid-term, because they didn't like focusing "on the details of enforcement," and after no one responded to my request for replacements, including him, the three serving now, were recruited, accepted and were approved by the Board for the remaining of the term. All three agreed to serve for a full term, to be ratified at this meeting. Since there are only three members on the ARC, and since he didn't ask to be on the ARC until five minutes ago, we were going to hold a vote for the sitting three members for another year. He can run next year. We held the vote and it passed ratifying the three current members as the ARC for another term. When I send out requests for the next term, I'll make sure everyone knows what that covenant means -- which, I do believe today's discourse with the Mad Hatter and fellow friends of Alice, has clarified to my satisfaction. And if the impoverished soul rattles the cage again at next year's meeting, I shall channel my own Lewis Carroll and say, in the words on the cake, "Eat me!"

Funny as all get up.

Sikubali jukumu. Read all posts at your own risk.

KellyM3 (North Carolina)
Posts: 2,239

Posted:

Simply appoint your ARC members at a meeting prior to your annual meeting. Present the appointments at your Annual Meeting for ratification and your ARC can begin service. Appointments to the ARC will not remove sitting ARC members from office as they'll serve until the member ratification at the Annual Meeting. A great time to ratify is when the membership officially ratifies its new budget.

JohnB26 (South Carolina)
Posts: 1,001

Posted:

DOH

(Jabberwocky be gone)

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