Director Election Validity

Happy I found you folks. My first Post:

At our annual membership meeting a current Director seconded the motion to elect a slate of Director candidates for the coming year. The vote to approve was unanimous. She was not presiding at the time as that was being done by the property manager. Our governing documents do not require any particular parliamentary procedure. Therefore, I am of the opinion Robert's Rules apply.

All Directors are to serve a one (1) year term.

Questions: Were the nominees duly elected? If not, are the Directors just prior to the action obligated to continue serving?

Tim, thanks for replying and my apology for a less than stellar framing of the topic. The voting was by balloting. Everything was by the book with one possible exception: the motion preceeding the vote was SECONDED by a director (the president) who was still serving at the moment. I am pretty certain she did so strictly out of a lack of parlimentary procedure insight. The manager who was presiding has been remiss in educating the board members in that regard.

Repeating then: Were the nominees duly elected? If not, are the Directors just prior to the action obligated to continue serving?

Fred

Fred,

Per your posting, everything was done by the book.
In that case, expecting that the ballots concur with those who are seated, I would say that the nominees were duly elected.

Keep in mind that the annual meeting is a membership meeting and not a board meeting.
Per your posting, the PM was presiding.

Therefore, one way to look at it, other then to provide reports and answer questions, the current board members would have been engaged in the process as members. As members, would they not be entitled to make motions and second motions?

Thanks, Tim. Our bylaws require the president to preside at membership meetings. The PM tends to disregard such trivial matters (sarcasm intended). The touchy part of this is the name of the husband of the president who seconded the motion was on the ballot.

This is perfectly OK, the board member is a homeowner. The only problem would have been if the property manager had seconded the motion.

Hypothetically speaking, instead of the motion seconded by the board member was for something other than the election, say for example... a motion that each Christmas, board members will be given $50 Starbucks gift cards. Would her seconding that be okay?

Okay. That was a poor hypothetical.
How 'bout this one? A well meaning non-board member moves that board members can only be contacted between 9 and 10 am weekdays except on Fridays. Shouldn't at least a point of order be raised by the moderator or homeowners if a board member seconds the motion?

I think that it would be very, very difficult to overturn the election, particularly since the vote was unanimous. If your governing documents don't say that Robert's Rules apply, then Robert's Rules don't necessarily apply.

OK Fred, I'm going to "pick on you" a bit. It's not personal, you're just illustrating something others have mentioned in other threads on this forum.

Homeowners can see skullduggery were it doesn't exist - eg. a board member/homeowner seconding a motion at an annual meeting. Meanwhile, they can miss real issues - eg. ill-advised or illegal motions raised where they should not be.

In this latest example, you have the issue of a homeowner raising a motion where he can't do so, in violation of agenda requirements.

Annual meeting notice and agenda requirements exist for a reason. In many/most communities, quorum requirements can be low (for example 20% of the membership). Agendas are published so that owners know ahead of time if they will be asked to vote on something. They can then plan to attend the meeting, or otherwise instruct their proxies. If you allowed homeowners to introduce anything that isn't on the agenda, you're allowing a small minority to vote on something essentially behind the backs of the majority who are not present.

In summery:

* If the item is on the published agenda at the annual meeting, any homeowner present may second motions and this includes board members.

* If the item is not on the agenda, it will not be voted on regardless of who tries to introduce it.

Finally, it appears you're trying to create a conflict of interest "gotcha", which reflects a common misunderstanding of what a conflict of interest actually is for a board member.

A conflict of interest exists if a board member discusses or votes on an item brought before the board of directors at a board meeting (NOT at an annual meeting), the outcome of which will benefit the board member financially. Example: the board member owns a landscaping company and bids on his association's landscaping contract. In this case, the board member must recuse himself from discussion and voting on that particular contract.

The example of when homeowners may contact board members doesn't begin to come close to creating a conflict of interest, never mind that it's not being debated at a board meeting,

At an annual meeting, aside from giving a report or two to the membership, a board member is acting as a homeowner, with all of the rights of any other homeowner. He may vote for himself if he's running for re-election. If he is voting on an item that is lawfully up for membership vote, he may act in his own self interest or vote for something that will benefit him personally. Conflicts of interest do not exist for homeowners, and the board member is acting as a homeowner in this context.