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Improper motion: included in minutes?

Started by BillD16 • 7 replies • 192 views

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BillD16 (Texas)
Posts: 973
Posted:
So in open session at our last Open Meeting, the other Board members ambushed me and there was a motion, second, and vote to remove me as President due to “abuse of power”{0}. This was later determined to be improper - it wasn’t on the agenda - by our attorney and our PMC. Should it be included in the minutes?

We are theoretically having our next Open Meeting today, where the minutes in question{1} will be approved. I thought that I’ve seen it said that meeting minutes are only supposed to record the actual works of the Board. If true, can someone give me a cite? (This is Texas).

If there’s nothing to be done … c’est la lie.

Thank you,

Bill

—-

{0} this all happened in 30 seconds.

{1}
“New Business:
BM1 moved to remove BillD from the office of President due to Bill's abuse of the powers of his office. The motion was seconded by BM2 and adopted by the affirmative votes of BM1, BM2, and BM3. Bill protested that the vote was invalid because the topic was not included on the agenda for the open meeting.”
HOA Board ex-President
Austin, Texas USA

“You can’t put too much water in a nuclear reactor”
TimB4 (Tennessee)
Posts: 21,061
Posted:
It did happen, therefore, I would leave it in with the notation that the issue was confirmed to be improper by xyz.

BillD16 (Texas)
Posts: 973
Posted:
Quote:
Posted By TimB4 on 05/21/2024 7:20 AM
It did happen, therefore, I would leave it in with the notation that the issue was confirmed to be improper by xyz.


Thank you! This is pretty much what I did{0}. *fingers crossed* - we'll see how it goes.

Bill

{0}
"VII. NEW BUSINESS:

Approve 2024 Budget ...

(OUT OF ORDER MOTION NOT ON AGENDA):

BM1 moved to remove BillD from the office of President due to BillD’s unspecified abuse of the powers of his office. The motion was seconded by BM2 and adopted by the affirmative votes of BM1, BM2, and BM3. Moved, seconded, and adopted with no opportunity for discussion. BillD protested that the vote was invalid because the topic was not included on the agenda for the open meeting. HOA attorney and PMC agreed post-meeting that the motion was out of order and invalid. BillD remained President."
HOA Board ex-President
Austin, Texas USA

“You can’t put too much water in a nuclear reactor”
KerryL1 (California)
Posts: 14,550
Posted:
Hey, BillD, are you saying that you'll make a motion to "amend" the draft minutes? If so you'll need a 2nd and a vote. From what you've written here over the last several months, the Board majority won't vote yes on your motion.

Is this your amendment, Bill? "BM1 moved to remove BillD from the office of President due to BillD’s unspecified abuse of the powers of his office. The motion was seconded by BM2 and adopted by the affirmative votes of BM1, BM2, and BM3. BillD protested that the vote was invalid because the topic was not included on the agenda for the open meeting. HOA attorney and PMC agreed post-meeting that the motion was out of order and invalid. BillD remained President."

If you do try to amend the draft minutes, I personally think your addition of "Moved, seconded, and adopted with no opportunity for discussion," should be not be included as its your added editorial, sort of. I'd also delete the PMC bit since they have no expertise in this matter, your HOA attorney does.

Would you mind reminding us when this last open meeting of the Board occurred? Hasn't it been several months? Since then, isn't there someone else who's now Board president?

BillD16 (Texas)
Posts: 973
Posted:
Quote:
Posted By KerryL1 on 05/21/2024 10:06 AM
Hey, BillD, are you saying that you'll make a motion to "amend" the draft minutes? If so you'll need a 2nd and a vote. From what you've written here over the last several months, the Board majority won't vote yes on your motion.

Is this your amendment, Bill? "BM1 moved to remove BillD from the office of President due to BillD’s unspecified abuse of the powers of his office. The motion was seconded by BM2 and adopted by the affirmative votes of BM1, BM2, and BM3. BillD protested that the vote was invalid because the topic was not included on the agenda for the open meeting. HOA attorney and PMC agreed post-meeting that the motion was out of order and invalid. BillD remained President."

If you do try to amend the draft minutes, I personally think your addition of "Moved, seconded, and adopted with no opportunity for discussion," should be not be included as its your added editorial, sort of. I'd also delete the PMC bit since they have no expertise in this matter, your HOA attorney does.

Would you mind reminding us when this last open meeting of the Board occurred? Hasn't it been several months? Since then, isn't there someone else who's now Board president?

The meeting just ended. I sent my version of the minutes to the Secretary shortly before the meeting, and in short he accepted them.

Today's meeting went unbelievably well. We went into closed executive session and the other Board members completely ignored (or forgot) their "Ratify Board Members" agenda item (whatever that was supposed to be). I won't bore y'all with details.

The last open meeting was late October 2023. And no - for whatever reason, the other Board members didn't elect anyone President at this most recent meeting, we've still got a Secretary and two Board members.

Bill
HOA Board ex-President
Austin, Texas USA

“You can’t put too much water in a nuclear reactor”
KerryL1 (California)
Posts: 14,550
Posted:
If you're happy that the minutes are not properly amended, fine. Minutes should only be amended by a vote of the Board. But that's not how your HOA rolls.

The "ratification" item might have been acknowledging & recording all of the decisions the Board made when it took "action without a meeting" during the last 7 months? They must be in board meeting minutes per TX statute, I'm guessing.

Your Bylaws most likely require that your Board have a president. Who presides, interacts with your HOA attorney & PMC if you don't have a president?

Did you go into executive session about the proposed rules? Or to approve contract(s) for which you had no proposals??

Your HOA continues to be fascinating BillD.

BillD16 (Texas)
Posts: 973
Posted:
Quote:
Posted By KerryL1 on 05/21/2024 12:05 PM
If you're happy that the minutes are not properly amended, fine. Minutes should only be amended by a vote of the Board. But that's not how your HOA rolls.

The "ratification" item might have been acknowledging & recording all of the decisions the Board made when it took "action without a meeting" during the last 7 months? They must be in board meeting minutes per TX statute, I'm guessing.

Your Bylaws most likely require that your Board have a president. Who presides, interacts with your HOA attorney & PMC if you don't have a president?

Did you go into executive session about the proposed rules? Or to approve contract(s) for which you had no proposals??

Your HOA continues to be fascinating BillD.

I personally would not use the word "fascinating". Maybe we're "special".

Our Board *did* vote to adopt the minutes with my revisions. But the way it works here, first the Secretary sent out to the Board the version of the minutes he had. I responded (to the Board) with suggested changes. He responded (to the Board) "I'm okay with your version". And then when it came up at the actual meeting, it was voted upon and approved.

We don't use Robert's Rules, but I believe it offers a similar (but different, of course) process.

Your question about the President is a good one. But I don't have a good answer for it.

Bill
HOA Board ex-President
Austin, Texas USA

“You can’t put too much water in a nuclear reactor”
KerryL1 (California)
Posts: 14,550
Posted:
I'm very happy to see that your Board approved the draft minutes with its vote. They are the official record of your HOA and can be recorded in court cases. (Robert's Rules is not a legal requirement, but yes, they require a vote by the Board, which you did)

You'd said the proposed rules were a mess, but you voted to approve them, BillD?

Ditto, you voted to approve a contract, but hadn't seen the proposal??

I can't remember the size of your hOA, but plenty large. I can't imagine how your Board gets things done with only two open Board meetings between last Oct. & now. I do think you've written the Board takes lots of action without meetings. But it does sound like those action are NOT recorded in meeting minutes as pe TX law. AND, If not, how do any owners know what transpired???

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