Meeting conducted and closed, nonmembers noted in votes after. What to do?

Peter, good luck in your job. As President I suggest you review Robert's Rules of Order. This can help in conducting meetings.

Was the meeting in question was a members meeting, how each individual member voted is not recorded, only whether the motion passed. Regarding persons not eligible to vote, if true an objection should have been raised at the time. If it was a Board meeting and one or more Board members voted against a motion, their names should be recorded. If this is the case have the person who took minutes poll the Board members to determine and record how they voted.

You acted in good faith unless it was made known during the meeting that persons were allowed to vote who were not eligible to vote and their vote was counted. If the information provided after the meeting was adjourned would have changed the results of a significant motion the Board can decide whether or not to have another vote.

PeterT - Has anyone contested the outcome, or just the process that non-members may have voted. What proof do those contesting have that non-members voted?

Thus far, less than 24 hrs after the meeting people started coming to me/calling to say that the new family that moved into the community and had been present at the meeting voted and were counted in the votes. Another couple there regarding another issue were considered questionable about their membership rights on the grounds that they were legal representatives of the homeowner and not the actual tax acct holders - the first one on the renter is covered in our bylaws such that our renters may file for associate membership but had not yet. The second one I need to review the bylaws. In any case, the President was residing, the Treasurer beside them, the Secretary there taking notes and numerous Board members on hand during the first vote. It was a Board member presented a proposal for consideration on stage beside the officers. Nothing was brought up as to membership for this or the next vote during the meeting.

Is this formal enough?: Three folks have specifically provided me with their concerns that they felt the non-members were inappropriately involved in the voting. The past Secretary emailed me the day after the meeting that she checked with the past Treasurer and the renters were not yet on the official membership list as Associates.

In one case it was a close vote, in the second case, the votes would not matter because it was one vote short of unanimous and only 1 or 2 votes could be attributed to those non-members. I think folks actually want to see how we address it in the first Board meeting. At least two people have said they could see an opportunity for legal action in their passing conversation.

The reason for all this contention is that, in my eyes, now having a week to dissect the proposal that was the core of a motion for first vote, is that a group within a committe wants to creat a non-association group running finances for the group with no liability on their hands. They don't want to be under the Association. This seems like a basic no-no to me. One group liked the proposal just the way it was, the other side saw that if they are doing the business of the Association, they have to be under the umbrella of Association. Therefore, in my mind again, the Board never should have allowed this to the floor - it is not in our scope, power or authority to start a non-Association group to run association finances regarding a project related to what is termed community property. (Comment as you wish on this issue too!) But that's the bulk of the story behind the story of all this contention.

Nancy,
Usually a quorum is required to open a meeting. However, unless the By-laws so state, a quorum is not needed to close a meeting. I do not think a quorum is required to continue a meeting nor be present when a vote is taken.

Peter,

I was referring to board members walking out. If the original BOD that opened the meeting, and a quorum of those BOD members walked out. There was no meeting, the meeting could not be closed by the original quorum. You did say that only the President did not walk out.

The group that wants to start a non-association group for finances, they have no standing and the BOD should never brought this to the floor for a vote. It is the fiduciary duty of the Treasurer and the BOD to keep the finances in order. You are the ones responsible. Monies of the association cannot be moved outside except for the normal course of business. This is not normal. Are you talking about having a finance committee of some sort take care of the money?

That is the crux of what caused all this ruckous. We have a Chair of a Committee who has been unbending and outspoken and says this is the only way people will commit funding is through this group that wishes to collect funds from the community, for the community benefit, wants to manage the access to the property, but does not want to be under the Association because they feel they don't know what they are doing.

Mind you, there has been turmoil for at least five years building to this crash and burn meeting. Folks asked me to run for office and try to reign it all in. I didn't sleep most of the first week wrapping my brain around it all but feel like I have gotten my feet under me now. Now I am preparing to go to the BOD and want to review what happened procedurally - which everyone will glom on to - but then get to the brass tacks of exactly what you said above. And the sad thing to me is the Treasurer who has otherwise done a great job to this point to reign in the financial world of the Association, was the one voicing support last.

Tomorrow I will post the proposal in question here so it's not just my interpretation but a similar action did take place about 5 yrs ago I have learned. It has been the undercurrent root of all difficulties since then and I sincerely believe the BOD could have been sued for those actions. I will not let the same thing happen under my term.

Roger,

If the meeting was called and conducted by the Board, all members left, two board members have to be present to make a motion, and one to second. A vote is not considered proper until there are 2 votes, motion and second.
A meeting is also left open if there is no second for an adjournment. Unless a homeowner seconded. Who keep the minutes if they all left? If there was a tape used and the secretary started the tape, who prints the minutes and signs for them? This situation opens all sorts of questions

Did this passage specify a quorum of board members or just a quorum. If it is a quorum of officers, then if you had 5 at the beginning you needed 3 to end the meeting.

Thankfully that is one thing our bylaws do state in black and white!

PeterT - According to your post, your by-laws state in black and white you must follow Robert's? If so, then you lost quorum? If so, why are you thankful?

Well, if that is what Robert's says about officer quorum then that is what I need to know to help us through the events here. I'm just trying to get it right and will accept such to bring forward to the group. We have 4 officers, 3 were there for starters.

Everything I have learned about R Rules I have learned in the last week so I greatly appreciate the broader experience here to point me in a good direction for the sake of properly answering to our community.

PeterT - Yes or no question. Do your By-laws state specifically that the most current version of Robert's Rules of Order, or that Robert's Rules of Order must be followed? Please answer yes or no.

PeterT - Please answer my last question.

Then you lost quorum, and NancyD1 is correct. The entire meeting to me at this point does not seem to be legal.

I was handed a copy of RR when I was thought to be becoming Pres. Apparently though, not the most recent version.

For the sake of community, I will review this and take it forward in discussion. I feel people would be very accepting of this.

Hi again,

We are a Community Association, incorporated, and I am told the county views us as an HOA.

The more I look at this proposal the more nefarious it seems.

Presentation of the proposal had been ok’d by the outgoing Board and provided to the Association for a vote, presented by the Association Committee Chair, in the last meeting. The Chair made the presentation and requested an all-or-nothing vote on the proposal as a whole and would not accept consideration of modifications. There is a feeling by the Chair of the Committee that the community can't possibly raise the money any other way than this proposal - many of us beg to differ. There is an air of bullyism I feel that will need to be overcome.

I have used 'X-group' in place of their proposed name.

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Goal:
Create a new entity, the X-group, whose purpose is to coordinate funding for the dredging of the boat ramp area and to manage access and maintenance of the boat ramp for a period of 5 years post-completion of the X dredging project and/or until all dredging loans are paid in full. After this period, the Board and Community will review the status of the X-group.

Objectives:

* Obtain community approval at the Sept Community meeting to establish the X-group as outlined.
* Financially fund the spur dredging of the boat ramp to the main channel. This will be accomplished through boat ramp fees/dues, fundraisers, pledges and any unnecessary loans.
* Restore the boat ramp to sae and operating use after spur dredging is complete.
* Preserve and/or enhance the boat ramp and access to the boat ramp area for 5 yrs after the dredging project is complete and/or until all dredging loans are paid in full. This may be extended with the Community Association and X-group approval.
*Responsible for the management of funds and the payment of expenses necessary for the project. A X-group bank account will be established at a commercial bank.
*Define and oversee the membership and collection of dues for the X-group.
*Provide reports to the Community Board and its meetings.

The X-group Organization.
The X-group will be an independent organization with an open book policy to the Community Association Board and community. Community approval, as stated in the Community by-laws, will be obtained before any changes to the community property beyond maintenance of the boat ramp area.

Future meetings are planned to develop X-group membership policy and governing rules. An election will take place creating a minimum of 4 officers. All Community Association members are welcome to participate in these preliminary meetings.

Once established, voting rights will be limited to X-group members. A minimum of 4 options for payment of dues will be offered for membership. Choices will be made available so as not to exclude anyone based on ability to pay.

Any excessive will be used for future maintenance and projects of the boat ramp area. Projects will need to be approved by the community.

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Appreciate that the area involved is not owned by the Association at this time although it has long been used as if it were community property, and there are members that think of it as community property, nor is it covered by insurance of the Community Association.

I feel like the Chair is attempting to circumvent basic rules of operation and just will not acknowledge those rules in favor of their own proposal that using their interpretation of the world. They say it represents the opinion of a community committee. It is a confusing place to come into as a President – I don’t think some people want to know the rules, it’s the wild west! Tough part is, there is a segment of the community that thinks this proposal is ok and somehow it got past the last Board!!!

Any recommendations about reference material to make a convincing argument is welcome.

I am planning to go into teaching mode at the Board mtg and try to let everyone contribute to the understanding about why this proposal can't be voted on or enacted. I want people to contribute to a list of 1) why should this proposal be allowed and voted on and 2) why this proposal is illegal (if that is the right term). Hopefully the doubters will see the evidence side by side and understand the right direction ahead.

Ownership and lack thereof is a long and sordid tale I am coming to understand. Long considered Community Property, but just because it has been used that way for generations - now that we reaaaaalllly need to know we are uncovering the truth and people aren't liking what's under the covers. For the moment its safe to say we do not - but that nugget of information seems to be just put aside by folks that have been whipped to a froth over the issues they want to focus on. My goal is to bring clarity to the state of discussions so people have a clear picture of a very foggy discourse that is ripping the community apart. Much misinformation passed about over the years I am afraid.

That's the newest discussion this week.

PeterT & NancyD1 - Don't discount squatter's rights. If the land has been used for generations and no one (such as the owner and a sheriff) challenge the use, a claim of ownership may be able to be claimed.

Squatting rights vary from state to state but it very rare when a court will appoint those rights to front door squatters. These squatters make no bones about their use of the land. They use it on a daily basis. The deeded owner case to consider is he has not put an emphasis on eviction because the "squatters" use it as access to an area of recreation, an easement of sorts.

In many states Torrens Title are still applicable, especially if the land was deed through generations. If the title was filed under Torrens the state guarantees that no other will take possession because the title owner has unrestricted use.

I am very happy that your community decided to hold off on the proposal suggested. Sometimes you need to step back and analyze all the details before it can come to a vote.

Good luck.