Motion passed but left for next board

Started by DanielL3 • 10 replies • 263 views

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DanielL3 (Louisiana)
Posts: 65

Posted:

During our June Board meeting a motion was put forth, seconded and passed. The President then stated we will leave this issue for the new board, that will be elected in August.

Does Robert’s Rules of Order address this action?

ElleN (Idaho)
Posts: 4,420

Posted:

What is the issue? Do you not like that the action pertaining to the motion is being delayed?

Regardless, the President does not have the right to set a timeframe. Someone is going to have to stand up to the President and declare, "Foul." Subsequently a director should motion to set the timeframe, and the board as a whole should vote on this.

Once the new board takes over, and depending on what the original motion was, the new board may be able to lawfully make various adjustments.

KerryL1 (California)
Posts: 14,550

Posted:

I think you're on the board, Daniel? It's important to know that Boards NOT presidents make decisions. So when the pres insisted you wait until next month, one or more board members should have instantly replied: "We need to vote on that. Are you making a motion?" Next, you'd have had a 2nd, blah, blah and the Board would make the decision.

Portably best is that when the motion was made, the director should have included "effective immediately," "August 1, 2023," or whatever is possible and practical. Sometimes, signatures are needed, which take time. Sometimes, decisions are contingent upon some other act taking place to complete the activity, which takes time.

That's why it'll help if you'll provide the nature of the motion and decision to us.

CathyA3 (Ohio)
Posts: 6,299

Posted:

Quote:

Posted By ElleN on 07/03/2023 6:43 PM
What is the issue? Do you not like that the action pertaining to the motion is being delayed?

Regardless, the President does not have the right to set a timeframe. Someone is going to have to stand up to the President and declare, "Foul." Subsequently a director should motion to set the timeframe, and the board as a whole should vote on this.

Once the new board takes over, and depending on what the original motion was, the new board may be able to lawfully make various adjustments.

Or repeal the motion altogether. Unless the motion's foundations are in the law, then future boards can decide that the motion does not suit the community's current needs and get rid of it. And - to put it bluntly - if the motion is unpopular, the community can get rid of board members who support it and replace them with directors who will repeal it.

We've talked in the past about how a current board can't tie a future board's hands. About a year or so ago (?), we had an extended discussion about investing reserve funds with a fellow who was trying to convince us that stocks are the way to go. Several of us pointed out that even if the current board could hang tough when the stock market is down and not sell out when prices are low, the membership would panic and hold a recall election to elect directors who would put what's left of their reserves into CDs. It would be one of the easiest recalls in history.

Motion, policy, rule... no matter what you call it, if it's not cast in concrete (ie. the law), then it can be overturned.

ElleN (Idaho)
Posts: 4,420

Posted:

Quote:

Posted By CathyA3 on 07/04/2023 4:29 AM

Or repeal the motion altogether. Unless the motion's foundations are in the law, then future boards can decide that the motion does not suit the community's current needs and get rid of it. And - to put it bluntly - if the motion is unpopular, the community can get rid of board members who support it and replace them with directors who will repeal it.

We've talked in the past about how a current board can't tie a future board's hands. About a year or so ago (?), we had an extended discussion about investing reserve funds with a fellow who was trying to convince us that stocks are the way to go. Several of us pointed out that even if the current board could hang tough when the stock market is down and not sell out when prices are low, the membership would panic and hold a recall election to elect directors who would put what's left of their reserves into CDs. It would be one of the easiest recalls in history.

Motion, policy, rule... no matter what you call it, if it's not cast in concrete (ie. the law), then it can be overturned.

Did you mean "e.g." and not "i.e."?

As in: E.g. A new board cannot just cancel a contract a prior board signed because the new board wants to. The HOA is bound by the terms of the contract, which may or may not allow cancellation at any time.

Relatedly:
The OP brought up Robert's Rules. Maybe his HOA's bylaws require use of Robert's Rules; maybe they do not. Either way in my opinion what the Bylaws and state law say about the powers of a board supersedes anything Robert's Rules says about throwing out past motions.

CathyA3 (Ohio)
Posts: 6,299

Posted:

I meant "ie." The terms of a contract are "cast in concrete" (contract law) including the conditions in which the parties can walk away or otherwise change things. Any changes beyond that would have to be re-negotiated with the other party/parties and would be a different contract. But IANAL, as usual.. :-)

I've been trying to figure out why a board would want to pass a motion now and leave it for the future board to implement unless they're awaiting some event that has to occur first. Or the current board is being shady and trying to stick future boards with a done deal (if the motion was unpopular for some reason). In the second case, current board should realize that they may be handing their opponents an election issue, which may not be the smartest move.

KerryL1 (California)
Posts: 14,550

Posted:

. To ElleN's comment about Robert's Rules: It's very unusual that Robert's or any formal parliamentary procedures must be used at board meetings. (Do your Bylaws say you must use Robert's? Often they're required at meetings of the members [owners]). But even if required by your Bylaws, Daniel, your own gov. documents and state law supersede Robert's.

Meanwhile please help out us about the topic of the board decision to avoid further speculation....

KerryL1 (California)
Posts: 14,550

Posted:

ElleN (Idaho)
Posts: 4,420

Posted:

i.e. = "id est" = "that is"

JackS20 (North Carolina)
Posts: 271

Posted:

Quote:

Posted By KerryL1 on 07/04/2023 9:20 AM
. To ElleN's comment about Robert's Rules: It's very unusual that Robert's or any formal parliamentary procedures must be used at board meetings. (Do your Bylaws say you must use Robert's? Often they're required at meetings of the members [owners]). But even if required by your Bylaws, Daniel, your own gov. documents and state law supersede Robert's.

NC non profit law 55a states RRO are to be used, but courts have rules that even if RRO are not used it does not invalidate board decisions. so it's pretty much a suggestion with no force behind it.

ElleN (Idaho)
Posts: 4,420

Posted:

Quote:

Posted By JackS20 on 07/04/2023 4:48 PM

NC non profit law 55a states RRO are to be used,

The NC nonprofit act does not say this. However the NC Condo Act and the NC HOA Act do require RONR for both board meetings and owner meetings.

Quote:

Posted By JackS20 on 07/04/2023 4:48 PM
but courts have rules that even if RRO are not used it does not invalidate board decisions. so it's pretty much a suggestion with no force behind it.

I disagree about the "no force." Court decisions have at times interpreted and ruled on a Robert's Rule, when an entity's governing documents require use of Robert's Rules.

The problem with Robert's Rules is that something like 95% of every new edition pertains specifically to organization where the membership en masse (the "society" in RR lingo) makes all the decisions. In Robert's Rules, Board controlled, shareholder organizations like HOAs and COAs are an afterthought. As a parliamentary procedure for HOAs and COAs, I think Robert's Rules is a regrettable, terrible choice.

The latest edition of Robert's Rules is over 800 pages long, of fairly dense print. Production of volumes of RONR continues to be a private, family-owned business. In its entirety RONR is not free on the internet, anywhere.

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