Board Member Recusal from voting, does it effect the quorum

In a recent BOD meeting a BOD member recused himself from voting on an issue involving his next door neighbor
who had violated numerous CCR's while building a structure. The board member had been accused of giving his neighbor the go ahead for the structure "as it was only temporary". Thus the member in question recused himself.

The BOD meeting needed 4 for a quorum, there were only 5 BOD members, when this Board member recused himself.

2 officer's and 3 BOD. One BOD recused himself. One officer may not be an "active member".

I and my wife were asked to attend, we did not vote, could we have?

Robert's Rules of Order Apply

Redacted By-Laws attached

Note: The Bylaws that JamesJ16 attached make clear that a "Board of Governance" (BOG) governs and manages the HOA. Per the Bylaws, this is not the same as a "Board of Directors." I do not know if this is consistent with his state's statutes.

Recusal has no effect on quorum.
There is zero reason for the board member to recuse himself. The board member should vote pursuant to his current understanding of what the governing documents say on the issue. His not voting is an abdication of his fiduciary duty, in my opinion.As noted above, quorum is four. Five BOG members were present.

Show me where in the Bylaws or covenants it says that you as members may vote when the authority to vote on ARC matters is delegated to the ARC or BOG.

No, your wife and you cannot vote on an ARC matter.

Wow! Mr. thorough, I assumed the BOG and the BOD were one in the same, but now that you brought it up they clearly have two different roles, But the Officers and the BOD comprise the BOG.

So to me they are one in the same, even though they are not I like to keep things simple. So what Augustine is saying the Oklahoma General Corporations Act may have a problem with this?

You did find a two covenants that conflicted, and said only one could prevail, so I will look into it, thanks, this is very confusing.

AugustinD "There is zero reason for the board member to recuse himself. The board member should vote pursuant to his current understanding of what the governing documents say on the issue. His not voting is an abdication of his fiduciary duty, in my opinion." I do not know how to make those nice quote boxes you use yet... Yes, I and other members I have talked with agree with you on this point. Sec 10 4.a BOD is not shielded or protected lets say for willful misconduct or gross negligence.

Quorum- Yes 5 BOG, but two in my opinion are not active members- Only active member may make decisions
ect. of HOA. Article 4 Section 4 defines that he (singular) becomes an active member once all dues, fines, assessments have been paid. After a new member (singular) has been accepted to membership, the secretary shall notify the member (singular). In my opinion they have tied one lot to one "active membership" I know you personally disagree my wanting to make this argument, hell even my wife does as she wants to get on the Board with me, but I need to get two gut this crooked BOD. Taking away the President's wife who is treasurer, which is a conflict of interest, I think may do it, get rid of many as nobody can stand the Pres.

So please tell me why in your most honest and forthright opinion, I should not make this move? That could save me a lot of money, time, and effort if I am right. I would be professional about it, it could be done quietly. Does it invalidate the last 5 years of their hostile occupation of the HOA?

Please enlighten me like you always do, as you have been withholding information on this issue in my opinion. I mean if I am right, I am sure it is something they just interpreted to their benefit, it is not illegal is it, I do not want them to go to jail...

James,

-- At this time, I think your HOA's Bylaws are consistent with the Oklahoma General Corporation Act. This is based on my reading of the Act at sections 18-1027 and 18-1028, available at https://law.justia.com/codes/oklahoma/2019/title-18/ .

-- Because your Bylaws are a bit unusual (in my experience), I suggest you obtain the Certificate of Incorporation from the Oklahoma Sec. of State web site and post here what it says about officers, directors, and this "Board of Governance."

-- Regarding a husband and wife owning one lot and both serving on the board: This comes up often here. So far I see nothing in the Bylaws that says this is not allowed.

Notes:
From https://www.hopb.co/oklahoma, supposedly the applicable statutes are:
Oklahoma Statutes Title 18, Chapter 14, also known as 18 OK Stat § 18-543 through § 18-594
Oklahoma Statutes Title 18, Chapter 19, also known as 18 OK Stat § 18-851 through § 18-868
Oklahoma Statutes Title 18, Chapter 22, also known as 18 OK Stat § 18-1001 through § 18-1144 and "the Oklahoma General Corporation Act"

See
https://www.oscn.net/applications/oscn/Index.asp?ftdb=STOKST18&level=1
and

I Seconded Motions I then ended up voting against. Making and Seconding a Motion does not mean how you voted.

Oops, sorry. To correct my correction. Any director who voted to approve a motion that was passed, may later at the same meeting make a motion to REcondiser the approved action.

Well this is strange, I am no parliamentarian and this was my first HOA meeting, so I did not want to question how they do things, but I did think they were supposed to vote?

So if RONR is not followed the meeting is invalid? I guess especially if they did not vote. But, If they did not vote and the motions died, as other's have said why would they feel the need to make a motion to reconsider four dead motions? This leads me to believe, maybe to give them the benefit of the doubt this was not a plot to trick my wife and I, maybe they have done meetings with no votes for years?

But the strange thing is I called the Pres. to question about the Meeting to reconsider they had, he said the Board made a motion to reconsider, I kept saying who? He kept saying the Board, as I guess he wanted to keep it secret who actually made the motions to reconsider? But he indicated on the phone that the board "voted" and found no violations?

And I believe he said it was at the next regularly scheduled meeting, which the last post here stated the motion to reconsider must be at the same meeting?

So this Board is doing whatever it wants, that is obvious, they may or may not be voting correctly, or at all, and one day there are violations, the next day there are not.

What if I find out they haven't actually voted for anything in years? Just past motions and they all got seconded and they died?

AugustinD-I will check on the articles of incorporation thanks for the reminder, this HOA stuff can get very complicated.

My wife is fed up and mad as I have been trying to research this to death and I have not been able to focus on all my Honey Do List's.

I can take my grievances to them and it won't matter as it appears they do not understand how to conduct their own meetings or their own contract?

Oklahoma statutes do not require that Oklahoma HOA Board meetings be open to the membership. Nor do James's HOA's Bylaws have such a requirement.

From reading the relevant Oklahoma corporate and HOA statutes, and James's HOA's Bylaws and other Oklahoma HOA's Bylaws, I think Oklahoma is a bit of a wild west or don't-tread-on-me state.