Board Vote -- Need Help regarding a Motion

Hi,

I just joined my condo board less than a year ago. The president and treasurer have both been on the board for over a decade (president: 12; treasurer: 25). They have always handled it that the president doesn't vote. He's only the tie-breaker.

Fast forward -- we had a board meeting this week. Seven board members comprise the association board. One was absent. Six were present. The vote was 3 to 2, with the president not voting. They announced at the meeting that the motion was passed.

The president and treasurer met with the attorney on Friday. This was at the urging of a few of us board members. They haven't consulted with an attorney for over a decade and there's a slew of topics that needed to be addressed. They found out at this attorney meeting that the president DOES have the ability to cast a vote.

This evening, the treasurer (who also acts as the secretary) sent the draft meeting minutes to the board. In it, he states that the motion failed because six members were present, so a majority wasn't met. He's using this newfound information from the Friday's attorney meeting to work in his favor (he voted no).

Is this legit? If that's the case, wouldn't they have to go back over a decade to review all the motions and votes??

Any advice/help is appreciated.

Agree with Augustine. At the next meeting make a motion to reconsider that particular item.

Forgot about previous votes of ver the years. Long ago, someone probably misread Robert's Rules of Order. I believe it' "assembles" of over 12 where you might have the president to only vote "to make or break a tie."

Btw, the secretary has no authority to tamper with the draft minutes and give, basically, his opinion about what "should have" happened. Minutes only record what did happen.

One reason the draft Minutes are incorrect is because any director may choose to abstain from any vote, and then the 3-2 vote is valid.

If I were Secretary, I would record the motion as passed by a 3-2 vote. Because the latter is the truth of what happened at the meeting. Then make sure all know that on the agenda for the next board meeting is "Possible Reconsideration of the motion concerning _____ at the ____, 2020 Board Meeting."

Thanks -- I appreciate all this information/input. I just responded to the board regarding the inaccurate draft minutes. We'll see if the changes get made.

This is the response I just received back from the treasurer/secretary:

The majority value is the minimum value
that must be met by any vote “yes” or “no”
to achieve majority status. 

Majority value is determined by the
number of members present at a
meeting, not the number of members
actually voting.  If a member does not
vote this abstention is irrelevant
for determining the majority value.

This definition for majority is found
In Section 5. Majority on page two of
our Condominium By-Laws.

For 6 or 7 members present the
majority value is 4, which is more
than half of 6 or 7.

This is Section 5. P.2.

Majority: At any meeting of members at which a quorum is present, 51% of the co-owners entitled to vote and present in person or by proxy, in accordance with the percentages allocated to each condominium unit in the Master Deed for the project, shall constitute a majority for the approval of the matters presented to the meeting, except as otherwise required herein, by the Master Deed or law.

This is for a membership meeting, not a board meeting. For crying out loud.

As others have said,

The section cited appears to be for general membership meetings.

You weren't at the meeting with the attorney, therefore you don't know how the questions were phrased.
Also, sometimes attorneys interpret things incorrectly.

What does your Bylaws say about board meetings?

Additionally, if you are incorporated, do the applicable corporate statutes address votes at board meetings?

John,

Here is an interesting article ... https://www.lawoforderblog.com/2018/03/4-things-most-people-get-wrong-about-abstentions/

A majority vote is determined by more than half of the votes cast by persons entitled to vote, excluding abstentions. RONR (12th Ed) 44:1
In order to maintain neutrality, the chair person does not vote except to make or break a tie. The chairperson has the option of voting or not. RONR (12 Ed) 4:56
With a vote of 3-2, the motion passed.

FYI: A new edition (12th) of Robert's Rules of Order was released on September 1, 2020.

Now, the secretary/treasurer is claiming that he never heard the president state that the motion was passed. The secretary/treasurer said he called the president today and he confirmed. Here's the rest of his explanation. He's still quoting the section of our bylaws pertaining to membership meetings.

Immediately after the vote, after a few seconds of silence, I asked whether the board wanted me to attach the "Plantings" document to the minutes. At that point I believed that the motion had passed. But I was mistaken. It was later when I was making the 1st draft of the minutes that I remembered that according to our Condominium Documents a majority of 4 was required to pass a motion.  When I wrote in the minutes that it did not pass I was merely following the rules.  In the minutes I included what the vote was for both "Yes" and "No" and my explanation of why it did not pass.

I agree. He personally didn't want this motion to pass so he's trying to block it anyway he can. I'm so tired of fighting these corrupt imbeciles.

Correction, you wouldn't expect neutrality. They get voted onto the Board of Directors to make decisions, not ensure "neutrality" on the issues that come up for a vote.