“Tabling” without a vote

We're in a conundrum. There are conflicting legal interpretations of our bylaws on whether the board has absolute control of bylaws changes being on the agenda for vote at the annual membership meeting.

A member of our HOA was on a board meeting agenda and presented two bylaws changes (one on establishing term limits) that he requested to be on the members’ annual meeting agenda for vote by the members.

Without any discussion. the president announced, “We have been discussing this. The board feels …, we don’t feel term limits are appropriate… Let's have a motion on term limits." One board member said, "I move." Another, "I second." However, a resident in the audience called for point of order, stating the board couldn’t prohibit bylaws changes from being on the annual meeting agenda. After back and forth between the two (the rest of the board said nothing), the president just announced the item was “tabled” without any vote. Incidentally, the approved minutes read: “More discussion followed and the entire matter was tabled.”

I’m not a parliamentarian, but does the lack of motion/second/vote affect the status of the member’s original request?

I believe this would have required a vote. There is a Roberts Rules Forum that may be more familar with these parliamentarian rules. I could post the link to Roberts Rules Forum here, but not sure if that is against the rules.

During our annual meeting this certainly would require a vote and that is a vote of the voting owners that are attending the meeting. It isn't just a BOD vote.

Did all this happen at a regular board meeting or an annual meeting? Do your documents REQUIRE association meetings be run according to Roberts rules of order? Is so, is that for all best btw or just a few, like the annual meeting.

one way to answer the tabling issue may be to talk to a certified parliamentarian. You can go to the website of the national association of parliamentarian and see if there's someone in your area. Unless your documents require Robert's rules of order, it's not mandatory they be used, although I think most people use some form in organizational meetings.

If this was a regular board meeting, the board could decide to table the matter for those meetings, but that doesn't mean the issue can't be bought up in an annual meeting. In fact, I think it would b a lot easier to have a special homeowners meeting to discuss the matter and take a vite. Annual meetings are generally reserved for board ekections, a recap of last year's activities and upcoming projects for next year. I'd also add a resident forum, and perhaps that would be the time to suggest the idea be explored further.

from there, the board could commission a special committee to do a deep dive into the matter, which starts with reviewing the documents to see exactly what they say about amendments. Your also want to consult the association attorney to draft a rule for further review by the homeowners. Once everything is debated and redrafted, you could add the matter to the annual meeting.

This seems like a lot, but amending HOA documents isn't as simple as you think. You're not changing your mind about the landscape vendor, but a legal document and you want this stuff to stand up in court.

Moreover, you have to consider Michael's comment about volunteers. Term limits aren't necessarily bad, but what happens if you don't get anyone else to step up and take over? What will you do about preserving the institutional knowledge from the previous (some could be wonderful and others incredibly stupid, narcissistic or worse).

Can any of you offer Milli advice re: her question ?

Her topic isn't about the pros & cons of term limits, but I'll chime in. For the reasons other have stated, I don't like them either.

Without seeing your bylaws, it's difficult to say who has authority amend.

Typically, for the board to bring a proposed amendment to the membership, the board votes on it. If it passes, the proposed amendment is brought to the membership. If it fails to gain majority vote of the board, the proposed amendment is dead.

Typically, for a member to bring a proposed amendment to the membership, they can do this one of two ways:

Option A: Draft proposal and submit to the board for consideration.

Option B: Draft proposal and solicit signatures from members on a petition to hold a special membership meeting for the purpose of voting on proposal. Then, once there are enough signatures, submit the petition and proposal to the board for them to call a special meeting of the membership.

Per LA §1-206, from the Business Corporation Act, the Board has the authority to amend the Bylaws. Additionally, per that same act, the board may amend, repeal or adopt any bylaw amendment adopted by the membership. So, in my laymans understanding, both the board and the membership may amend the bylaws but the board has the final say. (fist time I ever saw such a statute).

The president should not unilaterally table a motion but a "motion to table" would supersede the motion to consider term limits and be immediately decided. There are many ways to run a meeting so I lean towards Robert's Rules.

I would not consider term limits to be a rule passed by board directive and would require the higher standard of approval as if calling for a change in by-laws.

I suspect the required number of homeowners were not present to pass this item. Thus the motion was properly tabled.