viewing votes

Our association is about to pass some new architectural guidelines. They require a majority of the membership to vote in favor of the changes at a meeting of the members. Our board advertised 5 months in advance (too far in my view) that the meeting "to vote" on the changes that were posted online would be on a particular date. We were properly noticed of this date and encouraged to come to the meeting to make our voice heard and to vote. The guideline changes were posted on our neighborhood web site for all to see. Most members thought some of the changes were going to be good while others were not, and vehemently opposed them.

A month before the vote one of the proposed guidelines was changed again at a board meeting, and subsequently changed on the website. The board also said they were going door to door to collect proxies.

At the meeting to vote the president said there were not enough proxies collected to pass the changes (we needed 51%). This was good because most in the room were unhappy with that particular change or this one. There were, however, far more than enough proxies, and even people in attendance, to have a membership quorum. So in my view a meeting took place.

The president announced that he was changing the meeting from a meeting to a "discussion" with our permission, which nobody gave, I suspect because most if not all in the room had no idea what was happening.

Discussion then ensued about the changes and the board seemed receptive to some of our voices, but not all. Many left very unhappy. The board agreed to some of these new changes formally at their next board meeting, but they still required membership approval (this is one of the few things members have control over in our association).

The president at first tried to continue to use the collected proxies as part of the vote towards the newer changes. Several members and myself were in agreement that this would be improper because new changes were made, and the meeting to vote where the previous proxies were to be used was printed right on the proxies. Now they were invalid. President is still under the impression no meeting took place, sought legal advice (again without the board's approval and costing the association another $300) and of course the advice came back you need new proxies.

The board posted new proxies online and has again gone door to door collecting the new proxies. They have recently scheduled a board meeting, and added there will be a "special meeting" to pass the new architectural changes before the board meeting.

I assume they are going to tell us they've collected enough proxies to pass the changes. Let's just say that would be well over 100. My long winded question is: should the members be allowed to view the proxies at this upcoming meeting for some kind of verification?

Yes the proxies should be available at the meeting. I just wanted to note that is NOT enough to just make the changes with proxies. You all actually have to modify your CC&R's and re-file them with the county. Although ACC/Bylaws are internal documents in the HOA, they will also need modified with changes and all given copies. There is a file fee associated with filing with the county. It can be several hundred dollars. That does not count the cost with making electronic copies or hard copies for each member.

So don't think a vote is enough. It has to be noted in the meeting notes the results and officially recorded in writing.

Good point Tim. I've read the non stock corp act too. Not looking to necessarily challenge the votes, but would like to see them, really just to verify they exist.

This really isn't a membership meeting, it is a board meeting. Board added that "there will be a special meeting 30 minutes before the regular meeting to vote in new arch guidelines" to the sign out front. Seems a bit odd to me since this wasn't presented as a membership meeting where members would be authorized to conduct business.

Anyway, doubt there will ever be any problems with this unless someone starts getting fined on the new guidelines. Hopefully that won't happen.

Keep in mind that it is the Board's responsibility to adopt resolutions as they see required. Resolutions are formalized board decisions. Typical resolutions include architectural guidelines, common area rules, etc.

I suspect that your Board thought that the membership would be most interested in the architectural guidelines that they chose to hold a special Board meeting on that subject alone. This way, interested members could attend and feel free to leave after the topic was discussed.

Remember that architectural guidelines are just that, guidelines. They are to be used to standardize the approval process for exterior changes.

Yes but wasn't the original posted scenario "They require a majority of the membership to vote in favor of the changes at a meeting of the members."

Later the poster discussed a Board resolution process where of course proxies are usually not an available option

Board not voting by proxy Tim, the members are. My understanding is the members can vote secretly to elect board members (a fact I believe our present board may exploit), but votes by members for anything else are not granted any right to privacy.