Prez Tries to Force Postponement of Special Board mtg.

Started by KerryL1 • 13 replies • 1342 views

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KerryL1 (California)
Posts: 14,550

Posted:

A major personnel issue has emerged here that may involve a major change to our proposed operating budget for '17.

So...an Ex. Sess. with an open mtg to follow were called for next week. The date, already approved by directors was announced to homeowners at our open mtg. earlier this week.

Yesterday, the president suddenly told our PM that he wants to postpone the meeting. He doesn't want it. I imagine that he opposes the motions that'll be made. In an exchange between the PM & me, I said that our Bylaws state that the prez or any two directors may call a special meeting. It looks like we're going forward with it.

But ...does anyone know if the board president just may announce a special meeting is cancelled? This never has happened during the 10 years I've served.

LarryB13 (Arizona)
Posts: 4,099

Posted:

Kerry,

Without knowing your bylaws and only a little of CA law, my guess would be that since the special meeting has already been approved by a majority of the board the president would have no authority to cancel it or postpone it.

RichardP13 (California)
Posts: 3,868

Posted:

The same person(s) who called the meeting can also cancel the meeting. Since the president, on their own, called the meeting, you then go to plan b, which then two directors can call for a special meeting. But, the president, if he was the person who called the meeting, has the authority to cancel the meeting.

LarryB13 (Arizona)
Posts: 4,099

Posted:

Quote:

Posted By RichardP13 on 09/30/2016 2:50 PM
The same person(s) who called the meeting can also cancel the meeting. Since the president, on their own, called the meeting, you then go to plan b, which then two directors can call for a special meeting. But, the president, if he was the person who called the meeting, has the authority to cancel the meeting.

I read nothing in Kerry's post to indicate that the president was one of the two directors who called for the special meeting. Even if he was, the board as a whole has ratified the request for a special meeting. The president may be able to cancel the meeting he called for but he cannot cancel the special meeting the board has called for, even though it is one in the same meeting; the issue is no longer solely in the president's hands.

KerryL1 (California)
Posts: 14,550

Posted:

I've poked around a little in CA Corps. Code & our own Bylaws. But I can't find anything that says the President can postpone a special meeting. Is your info from Robert's Rules of Order, Richard?? I would like to see something in writing in case the president tries any further shenanigans.

Since our Bylaws do state that any two directors can call a special mtg., another director and I called it last night for the same time/day as previously, and the PM posted the agenda this afternoon. My sense is you're right, Larry. I'm just not sure. I believe the prez will try to talk another couple of directors into not attending so that we don't have quorum.

(CA corps Code says the president, secretary, maybe treasurer or any two directors can call a meeting subject to the Corps' gov. docs.)

We have a 7th director, our Bylaw-required Commercial Owner rep, who rarely attends and then only by phone. Our pM has a good relationship with him and I believe can persuade him to attend by phone.

RichardP13 (California)
Posts: 3,868

Posted:

Who called the meeting and when?

KerryL1 (California)
Posts: 14,550

Posted:

I had to review a couple of things: The PM emailed directors the afternoon of our last open mtg. and requested that we postpone that meeting's agenda item to approve the '17 budget until 10/5. She asked us to reply with our availability on 10/15. The draft minutes of our last mtg. show that we "tabled" that agenda item for "additional review of some line items" until 10/5 (tho' no vote was taken).

So the PM asked for the meeting & the agenda item. She often submits agenda items. I've searched no further for citations that might show the Prez can postpone meetings that have been announced to the membership and then posted. Haven't checked Robert's Rules.

RichardP13 (California)
Posts: 3,868

Posted:

Kerry

I am somewhat confused. The PM doesn't, or shouldn't be calling meetings, this should have been done by the president. Something was tabled until 10/5 and then the PM is inquiring availability for something on 10/15. The president has the authority to cancel postpone a meeting such as this and the board has the ability to override that decision by calling a meeting with two directors calling for the meeting. The president can't cancel that meeting, but can work to discourage quorum. It's possible that three directors beside the president suddenly were taken ill.

KerryL1 (California)
Posts: 14,550

Posted:

My typo, richard. The PM asked us to postpone till 10/5, to which no director objected at our last open meeting. As in my above we are very aware that (1.) two of us directors could have called the mtg if the Prez somehow managed to cancel it. But he could have objected AT the open mtg. where no one objected to the budget being postponed till a 10/5 sp. mtg.

Also (2) very aware, as already written above, that the prez, or whomever is pulling his chain, may try to assure that there's no quorum on 10/5.

We have regular monthly meetings and generally about half the agenda items are those of our PM, e.g., select an audit firm for next year from three she presents; select from among three firms to repair the pulleys on our cooling towers, decide if we want x inspections by the pest control vendor a month or y, etc, etc. Our Bylaws give our Board authority to delegate a lot to the PM. Our boards in the 10 years I've served have never required that the prez approve the PM's agenda items.

RichardP13 (California)
Posts: 3,868

Posted:

A regularly schedule meeting, as per the Bylaws, would continue unless, so some reason, it was learned that not enough directors would be able to attend.

A special meeting, would be cancelled by the individual(s) who called the meeting. A PM, on their own, should not be calling a meeting. My opinion, an one that I practice. There are procedures in Bylaws and Corporation Code to override the president's decision.

As president of my association, I always finalized the agenda. The PM would suggest agenda items, and with input from ALL other directors, I finalized the agenda, typed it up and posted on site, through e-mail blasts and also posted via website.

My suggestion, if you want the discussion of the budget is get the required two directors and make sure the required number of directors are there to make quorum.

KerryL1 (California)
Posts: 14,550

Posted:

Sorry if I seemed to have neglected something. Our PM also calls perhaps two special meetings a year to get board approval to purchase parts, a motor, etc. and the same is true of maybe one emergency meeting a year for the same reason.

Recently, for instance, she called a special meeting to ask us to approve a $6,000 PRV. Wasn't kaput, , but was on its way out and the company no longer has them in stock, so must be special ordered, which takes time. She does not need to permission of the prez to call those meetings.

RichardP13 (California)
Posts: 3,868

Posted:

Kerry

I am curious. Does your Bylaws allow a PM to call a special meeting. I know Corporation Code doesn't.

I am sure other HOA's do the same as yours, but I don't any statues that says it OK.

Corp Code §7211 (a)(1), Meetings of the board may be called by the chair of the board or the president or any vice president or the secretary or any two directors.

Just my opinion.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Kerry,

I do believe that the appropriate procedure would be for the PM/MC to request a special meeting.
The President honors such a request and calls a special meeting of the Board.

As Richard pointed out, typically the PM/MC has no authority to call a meeting of the Board.

KerryL1 (California)
Posts: 14,550

Posted:

Right, I know the Corp. Code that Rich cited, which also defers to an HOA's bylaws and ours say the prez or any two directors may call a meeting. I agree that the PM might have asked only the president, but she emailed all of us prior to last week's open mtg., at which no directors objected to the 10/5 special meeting. Our Bylaws also permit the Board to delegate a lot to the PM.

Though I don't recall a formal vote to permit the PM to call special or emergency meetings, they always have since I've been on the Board almost always for the reasons mentioned above: mechanical/plumbing issues (in our twin high rises). In fact the Board vote very recently that she may approve without us meeting necessary (vs. discretionary) spending up to $5,000 for parts, motors, etc. Our current PM has a very strong background in high rise plumbing & HVAC. The Board then ratifies the expense at the next open meeting.

I'm very happy that the president was unable to postpone this meeting as it's crucially important to our '17 budget. The only reason the president wants to postpone is highly personal and NOT based on directors' obligations to practice loyalty to our HOA, in fact the opposite: practice loyalty to one person.

I'd like to be specific, but can't this time.

We sometime read on this site about presidents who are or become bullies while holding that office. This president has shown that tendency, but a majority of the Board has been able to keep him in check.

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