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Acting beyond approved motion

Started by AdamD1 • 13 replies • 858 views

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AdamD1 (Indiana)
Posts: 179
Posted:
The Board entertained a motion naming three individuals to head a arch. request review process study. After much discussion and debate, the motion was approved. Today, the president (whose motion it was) added a fourth individual into the study group via mass email to everyone, an individual whom I have no idea who she is, nor have I ever heard her name mentioned before at any Board meetings.

What does a Board do when a Board member alters an approved motion?
KerryL1 (California)
Posts: 14,550
Posted:
I would place this person's name on your next regular meeting agenda for possible approval by the Board. It is a new motion. Only the board acting at a meeting may make & approve motions. Neither the president nor any other director may make or amend a board decision without board approval. It does not matter that the prez made the original motion.

Why does the prez think s/he can act arbitrarily and by email???
TimB4 (Tennessee)
Posts: 21,059
Posted:
Quote:
Posted By AdamD1 on 01/03/2018 8:49 AM

Today, the president (whose motion it was) added a fourth individual into the study group via mass email to everyone, an individual whom I have no idea who she is, nor have I ever heard her name mentioned before at any Board meetings.

Sounds like an action without meeting (AWM).

AWMs require unanimous consent.

Did you agree to the appointment of this person or not?

If you did, then that was your fault.

If you did not, then you need to point out the requirements of an AWM, citing appropriate corporate code and governing documents, to the rest of the Board.
AdamD1 (Indiana)
Posts: 179
Posted:
Was not agreed upon by anyone but the president. Should AWM be used for emergencies? Or would this be a good case to use it? I'm all about openness and transparency and AWM seem to be counter to that. At least from the homeowner perspective!
TimB4 (Tennessee)
Posts: 21,059
Posted:
AWMs, if authorized, should be used for urgent business that can not wait for the next scheduled meeting or for a special meeting of the Board to be called.

Everyone defines urgent differently.
AdamD1 (Indiana)
Posts: 179
Posted:
Our governing documents authorize AWMs and we have used that once or twice in the past, namely for arch. requests. So I see the president doing one of four things....

1. Do not include the additional "add-on" homeowner.
2. AWM
3. Call a Special Meeting for purpose of including this homeowner in the group
4. Wait until the next regular meeting and add the homeowner in as an agenda item

Odds are the president wants it done yesterday, so I'm speculating an AWM will commence very soon.

PaiN
Posts: 73
Posted:
AWMs must be UNANIMOUSLY approved as per 'most' state's corporate law.

D'OH
KerryL1 (California)
Posts: 14,550
Posted:
I don't see why this can't wait till you next regular meeting. It is NOT an urgent matter.

If the prez tries an AWM, perhaps you & another director will just refuse to consent. This prez sounds sorta power hungry.
SheliaH (Indiana)
Posts: 6,964
Posted:
What Kerry and Tim said. If you're on the board, you and your colleagues need to reign in this guy NOW before he does other freelancing on Association business. Your other posts indicate your community has enough issues with getting thisclose to receivership and apathy up the ying-yang (maybe this is why the president pulled this stunt, thinking no one would notice.)

Given the current temperature in this state(!), I agree you should be able to wait until the next board meeting to address this. Make sure it's on the agenda or bring it up for discussion under new business, if necessary.

After this gets resolved, everyone needs to be reminded of proper procedure. It should be made clear to the president that if he doesn't follow it, the rest of the board may need to consider if he should remain in the position.
If it is not right do not do it; if it is not true do not say it. Marcus Aurelius
AugustinD
Posts: 5,144
Posted:
Shelia said it perfectly.
KerryL1 (California)
Posts: 14,550
Posted:
Right on, Sheila!
AdamD1 (Indiana)
Posts: 179
Posted:
I and another Board member reminder prez of proper procedure. Prez just figured we would be okay with the additional member as prez had forgotten her name during the motion and remembered the following day.
SheliaH (Indiana)
Posts: 6,964
Posted:
Quote:
Posted By AdamD1 on 01/04/2018 9:30 AM
I and another Board member reminder prez of proper procedure. Prez just figured we would be okay with the additional member as prez had forgotten her name during the motion and remembered the following day.

Whatever. I think he remembered everything, but didn't want to admit it. Nonetheless, it appears it's been resolved and all of you are on notice for doing things right. Good luck in the new year!
If it is not right do not do it; if it is not true do not say it. Marcus Aurelius
AdamD1 (Indiana)
Posts: 179
Posted:
I agree about him remembering everything! Trust me on that one!

I appreciate everyone's feedback. Very helpful!

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