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LouH1 (Michigan)
Posts: 214
Posted:
So I am confused regarding an HOA, quorum satisfied, Meeting where a motion is passed by Director votes (not unanimous). Is this motion immediately official and actionable without waiting for the entire meeting minutes to be unanimously approved by the Board? I can find no answer to this in Robert's Rules of Order so maybe the Board can treat this as they choose and immediately act of make this motion official?
Thanks!

Lou
DeanJ
Posts: 1,786
Posted:
Quote:
Posted By LouH1 on 01/09/2024 10:25 AM
So I am confused regarding an HOA, quorum satisfied, Meeting where a motion is passed by Director votes (not unanimous). Is this motion immediately official and actionable without waiting for the entire meeting minutes to be unanimously approved by the Board? I can find no answer to this in Robert's Rules of Order so maybe the Board can treat this as they choose and immediately act of make this motion official?
Thanks!

Lou

Minimally an Association must have an annual meeting. At the annual meeting, a motion is passed, but not in effect until the minutes are approved a year later? The approval of minutes is only a confirmation the record of the meeting is correct.
ElleN (Idaho)
Posts: 4,420
Posted:
Quote:
Posted By LouH1 on 01/09/2024 10:25 AM
So I am confused regarding an HOA, quorum satisfied, Meeting where a motion is passed by Director votes (not unanimous). Is this motion immediately official and actionable without waiting for the entire meeting minutes to be unanimously approved by the Board?
Yes.

For the minutes to be approved, the board vote does not need to be unanimous.
Quote:
Posted By LouH1 on 01/09/2024 10:25 AM
I can find no answer to this in Robert's Rules of Order so maybe the Board can treat this as they choose and immediately act [to] make this motion official?
The passed motion is an act of the board the moment the vote is completed, with a few caveats.

Caveat 1: The substance of the passed motion has to be lawful and

Caveat 2: Sometimes the substance of the motion may lawfully say such-and-such action pertaining to the motion will not happen until such-and-such time. The motion is still official the instant it is passed.

Example of passed motion that is not lawful:
Passed motion says owner X has to pay all of the HOA's expenses for the year, while the declaration says the expenses are to be paid by all 100 owners in the HOA.

Example of passed motion where action does not happen until such-and-such time:
Director Gilligan today gives notice of his intended resignation, to be effective at midnight, Jan 31. The Board votes today to appoint Director Ginger to the board, effective after midnight, Jan 31.

In the second example, the passed motion is an act of the board the instant a board majority votes in favor of it. But its substance does not take effect until a few weeks later.
LouH1 (Michigan)
Posts: 214
Posted:
So then why am I reading that minutes must be unanimously passed by all Directors? Has RRO rules changed? Where does it say it does not have to be unanimous? Don't get me wrong, I am happy that is the case, actually. Thanks again for your (all) kind assistance.

Lou
KellyM3 (North Carolina)
Posts: 2,239
Posted:
The minutes only confirm the actions of a previous meeting. The board is asked to confirm those actions but minutes are records, not triggers to activate, pass or defeat policy decisions. It's procedural and should be non-controversial. Also, unanimity isn't required to approve the minutes.
ElleN (Idaho)
Posts: 4,420
Posted:
Below "RONR" is the shorthand for Robert's Rules of Order Newly Revised yada, 12th edition.
Quote:
Posted By LouH1 on 01/09/2024 11:27 AM
So then why am I reading that minutes must be unanimously passed by all Directors?
My serious response: Because RONR (and older versions) are so poorly written that it is hard to figure out what they say on this point. Elaboration follows:

I am betting you are referring to a section that speaks to "unanimous consent"? Correct? It appears that "unanimous consent" is not quite the same as "unanimous approval."

Note these exchanges from the Robert's Rues experts at RONR's very own, RONR author-moderated forum, https://robertsrules.forumflash.com:

Q: What is the proper procedure if one member, who happens to be the chairperson of the group, refuses to approve the minutes despite corrections noted?

A: A motion to approve the minutes would not be out of order. If seconded, the Chair should state the question, allowing for debate, amendment (correction) and vote (majority to approve), or rule the motion out of order (which I doubt it would be), which then could be appealed.


See https://robertsrules.forumflash.com/topic/6819-approval-of-minutes/

I'll add that contrary to the common misconception, and possibly common practice, RONR says that a vote is never taken on approving the minutes. The chair simply declares that they are approved after there are no more corrections. No body ever votes on approving them.

See also https://robertsrules.forumflash.com/topic/26128-approval-of-minutes-distributed-via-email-prior-to-meeting/.

From an RONR standpoint, the responses in the latter thread are correct. From a legal standpoint, the responses show extraordinary cluelessness. E.g. the reason the attorney said the approval of minutes by email requires a unanimous vote is because the state's statute requires a unanimous vote for "action without a meeting."

The best responses to HOA/COA questions at the robertsrules.forumflash.com site start with something like: "For HOAs and condo associations, bylaws and state statutes override much of what RONR says."

Note how much time you and I are spending on this one, seemingly simple question. Robert's Rules RONR simply does not answer it directly. Even where RONR does seem to provide a direct answer to this query, RONR will likely say that the text (providing a seemingly direct answer) applies to "ordinary societies." In RONR, homeowners' associations do not qualify as an "ordinary society." Homeowner associations and condo communities are, for RONR purposes, shareholder organizations. Robert's Rules barely treats the latter.

My dismay with Robert's Rules is about bad writing. It's about the fact that the first edition back in the 1800s was written before corporations with shareholders (which HOAs/COAs are, for RONR purposes) were really established. And so on.

I am going to hang in there with your RONR questions, because IMO becoming educated on RONR's worth (really, lack of worth) to HOAs, all by itself, has value. After reviewing the above two forumflash threads, consider asking another question.
LouH1 (Michigan)
Posts: 214
Posted:
Thanks to all of you for your responses. I appreciate it very much and it seems like a load off my shoulders that our Board can ignore some of the nonsense on-line regarding Roberts Rules of Order.....

It makes my day! Thanks again!!!
ElleN (Idaho)
Posts: 4,420
Posted:
LouH1, I hope you are on your way to registering at the site https://robertsrules.forumflash.com/ (for free) and asking your RR questions there. The site has a large cast of regulars. For HOA questions, in my experience the participants will keep the discussion focused on what RONR says, with qualifiers like "Your bylaws and state law may say more." Why? Because the regulars are not trained in the law of HOAs. The latter is not the raison d'etre for the robertsrules.forumflash site. Moderators step in when the discussion starts getting into HOA practices unrelated to RONR.

I think a lot of your questions are in the vein of best practices. E.g. no, RONR does not require an agenda. Should a board, especially a board tasked with significant infrastructure and amenity oversight, have an agenda? Absolutely. Should the minutes record motions and the vote on the motion? Absolutely.

I expect the challenge is getting your board to be reasonable about meetings, votes, minutes et cetera.

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