Validity of a membership vote

Quick question regarding a vote on our arch guidelines. We had a special membership meeting specifically called to vote on new arch guidelines. Quorum of membership was in attendance in person and proxy, and over 80 members cast proxy votes.

At the beginning of the meeting the board president himself decided that he didn't want to have a "meeting", but a discussion instead, and proceeded to make changes to the guidelines based on member complaints and suggestions during that meeting. He actually thought he could then keep the proxy votes that were already cast to count toward the required 51%. When a member, and then our attorney told him he couldn't do that since he changed what was to be voted on, the president then went door to door himself to collect proxy votes. After collecting well over a hundred, but just a couple shy of what was needed to pass the new guidelines, an email was sent to the membership saying a special meeting would now be held to vote on the new guidelines. This email didn't come close to meeting the timing requirements outlined in our governing documents for membership meetings, but I guess since he knew he had enough votes it wouldn't matter.

I'm glad the board finally listened to homeowners concerning some of the changes, but I'm concerned because a meeting to "discuss" the guidelines was never officially put out there that some members might legitimately claim they had no opportunity for input, especially since the president only went to enough doors to get the number of votes he needed.

Should I be concerned, or should I look the other way.

Thanks.

as an 'end around' to amending the Covenants it may not legally fly

arch guidelines may NOT be more restrictive than the actual Covenants

if your Covenants are actually so vague that this becomes an issue:

imo: they are unenforceable

Thanks for the feedback. The president did ask me how I thought he should proceed and I did try to explain to him during the meeting that he had enough members present to conduct the meeting, but simply not enough votes to pass the guidelines he wanted passed. I was completely ignored.

I and at least one other member did explain to him that the proxies were dated for this meeting and for this vote. By changing the guidelines again he would not be able to use the proxies. I was, as usual, viewed as a trouble maker and accused of trying to throw a wrench into the process.

I think he was trying to save face a little by going door to door rather than going through the proper notification requirements again, which undoubtedly would have had members scratching their heads. He had already gone door to door collecting proxies for his cause prior to the special meeting, but failed to obtain the number of proxies required to pass the changes. But by not doing so I think he's opened the door to potential legal challenges should the board want to get serious about enforcement of the changes.

My belief is there will never be an issue unless this or some future board tries to fine someone on a violation from one of the changes, which thankfully aren't that radical anymore.

Interestingly, the board recently sent out information about our annual meeting next week, encouraging members to show up or sign proxies to get enough members present to officially conduct the meeting, even detailing the number of members necessary to have a quorum. I emailed the board and asked why they still didn't believe a special meeting took place before when these very same requirements were met. Of course, I received not a single response to my inquiry.

NO NpS. I'm suggesting that our BOD cannot follow language in our own governing documents to properly enact new guidelines. Therefore, should anyone start to receive fines for noncompliance of any of the changed guidelines they might genuinely argue the guidelines were never properly enacted to begin with.

When issues go to court it costs money, often the association's money. Personally I like to avoid that whenever possible, usually by dotting my eyes and crossing my tees on something this simple. Entire membership was not offered an opportunity to contribute to the discussion. Entire membership should have received 40 days notice of special members meeting as outlined in our declaration, but they received about a weeks notice. Proxies should have been clearly dated as dictated in our bylaws, but they weren't. It's not rocket science.

If the BOD is going to send someone around to measure the height of a homeowners grass, for example, is it too much to ask that they also be compelled to adhere to our governing docs?

None of this will rear its ugly head in my opinion unless fines are issued.

I have no doubt the present BOD intend to enforce the new rules where it suits their interests or fits their agenda, and as I've said, most of the changes are benign. My feeling is most members will simply comply with the new guidelines, really because the vast majority have no idea what goes on in the neighborhood anyway, let alone the actions of the board. But all it takes is one HO to be upset that he is being fined because he can no longer put his trash can where he has put it for the last 5 years, for example. If that one HO wants to raise an issue he legitimately could in my view. And then legal fees might be incurred. That's really what I'd like to see avoided, unnecessary costs to the association.

Appreciate the feedback NpS