New Board,Old Practices...No formal rules of order

Robert, Check for Michigan HOA laws and your docs. In VA, the Prop Assoc act, defines conflict of interest (broadened in in July 2007) and our docs address this as well, to the point that if a Director fails to disclose an interest and a vote passes based his/her vote, then later that resolution or action can be overturned based on the lack of disclosure at the time of the vote.

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Nonstock Corportation Act.
Includes a definition for "disinterested director" for the purpose of determining whether a director has a conflict of interest. A “disinterest director” is defined as “a director who does not have (i) a financial interest in a matter that is the subject of such action or (ii) a familial, financial, professional, employment, or other relationship with a person who has a financial interest in the matter, either of which would reasonably be expected to affect adversely the objectivity of the director when participating in the
action, and if the action is to be taken under § 13.1-878 or 13.1-880, is also
not a party to the proceeding. •

Conflicts of interest on page 15 of the Articles of Incorporation.
Any common or interested directors or Officers may be counted in determining the presence of a Quorum of any meeting of the board of Directors, a committee thereof, or transaction, but such director's vote shall not be counted with respect to any matter as to which such director would have a conflict of interest; such director may void, however, at the meeting to authorize any other contract or transaction.

Important Also- See also Section 9.2. where a contract can be voided after the vote if certain conditions are not met in terms of disclosure.

Thank you Mike,

Our association charter only states that the Common Areas Chair have reasonable authority to purchase. No other officer may spend association monies, Charter states, "Treasurer is to disburse funds of the Association as may be ordered by the Board and take proper vouchers for such disbursements."

This is still a problem with board members misunderstanding that this means, that they can "only" be reimbursed for their request, when they are approved, and only then, can the Treasurer reimburse. We have a situation of a former President asking for retroactive reimbursement for unapproved expenses due to "her" decisions, with no "prior board knowledge or approval" of said expenses in her request and no explanations.

This newly elected Treasurer, immediately phoned and questioned the newly elected President, asking "why we did not discuss this request?" for reimbursement (former President handed it to new Treasurer after the board organizational meeting ended), and was told go ahead and pay it. She (new Treasurer)asked more questions and it became obvious to her that there were questionable expenses requested. She immediately suspected a problem and started consulting the former Treasurer who told her, those reimbursements were NOT approved. Back to the new President, who said pay the ones that you know are approved, and we'll (board) talk about the others at the next board meeting.

Here we are now having a vote (e-mail) to approve or disapprove previously unapproved expenses with a board that is not "ALL" fully aware of the former Presidents issues with a board that was not informed of her expenses and of some she as President, was told she could NOT be reimbursed for, what a mess.

Included in this, is the fact that the NEW President, in some way feels beholding to the past President, for his time on the Board and his involvement with requested expenses...again, what a mess.

So the NEW President has decided to vote in favor of reimbursement without regards to past practice (only voting in the case of a tie), and without regards to the fact that the monies we spend are our members, not our funds to hand out to those whom we feel pity upon, for mistakes they made of their own accord!

RobertZ1 - First, Robert's Rules of Order???? Are you required in your bylaws to follow that parliamentary dogma? If not, why are you? Second, why are you voting via email? That's behind closed doors, don't all matters that require a binding vote have to occur in an open meeting with an agenda posted in a prominent place? If so, I think you need to focus on that ethical battle rather than tackle any supposed conflict of interest.

RobertZ1 - Don't compare our communication on issues here to what should occur per state law. Votes, typcially are to occur in open session. I understand the convenience of email but also understand it's limitations.