Returning to general meeting after going into Executive Session

BetsyH (South Carolina)
Posts: 8

Posted:

In a recent Board meeting (our meetings are open) we finished the agenda items, asked visitors to leave, and went into an Executive Session to discuss a few homes that have financial delinquencies.
When finished, our president announced that he had neglected to bring up an agenda item that needed a vote. A contract is coming up for renewal before the next Board meeting. This item is controversial and many of the visitors to the general Board were there because of this item. A special speaker had presented on the topic at the beginning of the meeting. The president made the decision to come out of the Executive meeting, go back into the general meeting, and vote on the item. Of course, no HOA members were present.
I do not think that this was procedurally correct because the HOA members did not have the opportunity to be there for the discussion and vote. I think a special meeting should have been called and announced for this item to be decided.
Is this vote valid?

TimB4 (Tennessee)
Posts: 21,059

Posted:

Typically, one enters executive session from an open meeting and ends an executive session back to that open meeting (which would then record any decisions made in the executive session).

BillD16 (Texas)
Posts: 971

Posted:

Quote:

Posted By BetsyH on 05/21/2024 5:57 PM
In a recent Board meeting (our meetings are open) we finished the agenda items, asked visitors to leave, and went into an Executive Session to discuss a few homes that have financial delinquencies.
When finished, our president announced that he had neglected to bring up an agenda item that needed a vote. A contract is coming up for renewal before the next Board meeting. This item is controversial and many of the visitors to the general Board were there because of this item. A special speaker had presented on the topic at the beginning of the meeting. The president made the decision to come out of the Executive meeting, go back into the general meeting, and vote on the item. Of course, no HOA members were present.
I do not think that this was procedurally correct because the HOA members did not have the opportunity to be there for the discussion and vote. I think a special meeting should have been called and announced for this item to be decided.
Is this vote valid?

Question: did the matter require a Board vote, or a membership vote? I'm going to guess it needed a Board vote? My ***guess*** is that no, this is not correct procedure, but it would take a serious challenge to force a do-over.

Bill (I Am Not A Lawyer)

HOA Board ex-President
Austin, Texas USA

“You can’t put too much water in a nuclear reactor”

KerryL1 (California)
Posts: 14,550

Posted:

Is this the case? The president/Board "adjourned" the open meeting and convened/calld to order an executive session. He/the Board adjourned the executive session.

He then "called to order"/convened an open meeting of the Board and Board discussed and voted on the contract. Your Board's decision is in meeting minutes tfor this meeting. Right?

I believe per SC state law, agenda items must be posted xx days or hours in advance of an open meeting for owners to review. This could not have occur if Understand the Dequan of events correctly. The second one seeing,t hen, was not a legal meeting and no supposed action or decision taken by the Board is valid.

Your bylaws probably say that any two directors may call a special meeting of the Board if the president refuses to do it. So he/"you two" must call a special meeting of the Board, and place this a item on the agenda that's posted for owner to see per your Bylaws or state law xx days or hours before the meeting.

But, I'm curious, why was no motion made by any director/no vote taken when this item was on the first meeting's agenda??? And also why did the Board permit the president to adjourn the executive session and convene an improper open meeting? The Board should have voted on this and voted it down!

Perhaps the president was attempting to avoid controversy. During the fist legal meeting, did ownrs have a chance to comment on this contract, i.e., are owner permitted to speak in some kind of open forum during open board meetings in SC?

But by hiding the decision in a secret meeting behind owner's backs can -- and rightly so--give the impression that the whole Board is sneaky and NOT to be trusted. This is bad for the Board and bad for your entire HOA.

I may have jumped to some conclusion her so correct me if Ihave something wrong, BetsyH

KerryL1 (California)
Posts: 14,550

Posted:

Is this the case? The president/Board "adjourned" the open meeting and convened/calld to order an executive session. He/the Board adjourned the executive session.

He then "called to order"/convened an open meeting of the Board and Board discussed and voted on the contract. Your Board's decision is in meeting minutes tfor this meeting. Right?

I believe per SC state law, agenda items must be posted xx days or hours in advance of an open meeting for owners to review. This could not have occur if Understand the Dequan of events correctly. The second one seeing,t hen, was not a legal meeting and no supposed action or decision taken by the Board is valid.

Your bylaws probably say that any two directors may call a special meeting of the Board if the president refuses to do it. So he/"you two" must call a special meeting of the Board, and place this a item on the agenda that's posted for owner to see per your Bylaws or state law xx days or hours before the meeting.

But, I'm curious, why was no motion made by any director/no vote taken when this item was on the first meeting's agenda??? And also why did the Board permit the president to adjourn the executive session and convene an improper open meeting? The Board should have voted on this and voted it down!

Perhaps the president was attempting to avoid controversy. During the fist legal meeting, did ownrs have a chance to comment on this contract, i.e., are owner permitted to speak in some kind of open forum during open board meetings in SC?

But by hiding the decision in a secret meeting behind owner's backs can -- and rightly so--give the impression that the whole Board is sneaky and NOT to be trusted. This is bad for the Board and bad for your entire HOA.

I may have jumped to some conclusion her so correct me if Ihave something wrong, BetsyH

KerryL1 (California)
Posts: 14,550

Posted:

I see BillD & I crossed. Since this was a Board meeting only directors could have voted.

It is not difficult at all for the prez/two directors* to call a special meeting of the Board. Check your bylaws to make sure you do it correctly. Or there a reason NOT to do this legally?

At this time, I'd worry that your Board illegally approved a contract in an illegal Board meeting BUT that the prez or other officer already has signed off on this contract. Has that happened, Betsy?

KerryL1 (California)
Posts: 14,550

Posted:

AND I double posted AND missed Tim's comment.

So, if the Board did not adjourn the first meeting it was still in progress? Yet the prez sent the owners away which, in a nutshell, created the "second half" of the meeting as closed??? But that's against SC law?

TerriS6 (California)
Posts: 3,284

Posted:

Quote:

Posted By BetsyH on 05/21/2024 5:57 PM
In a recent Board meeting (our meetings are open) we finished the agenda items, asked visitors to leave, and went into an Executive Session to discuss a few homes that have financial delinquencies.
When finished, our president announced that he had neglected to bring up an agenda item that needed a vote. A contract is coming up for renewal before the next Board meeting. This item is controversial and many of the visitors to the general Board were there because of this item. A special speaker had presented on the topic at the beginning of the meeting. The president made the decision to come out of the Executive meeting, go back into the general meeting, and vote on the item. Of course, no HOA members were present.
I do not think that this was procedurally correct because the HOA members did not have the opportunity to be there for the discussion and vote. I think a special meeting should have been called and announced for this item to be decided.
Is this vote valid?

Sounds like the members were hoodwinked. The agenda item should be re-noticed and re-considered at a new open meeting. I would say the vote could be challenged but easier to reschedule, void the last vote, have a new hearing and a new vote.

LetA (Nevada)
Posts: 2,679

Posted:

We motion to adjourn the regular session before we go into executive session. It would not be fair to kick out HOA members
then go into exec, end the exec and go back into regular session with no members present but the board and the PM.

KerryL1 (California)
Posts: 14,550

Posted:

I agree with you, LetA. But I think it's worse than unfair, I think, in SC, it's illegal.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Betsy

One could say the President "hoodwinked" people. That said, to the best of my knowledge he did nothing illegal in SC. If I am wrong, let somebody show me where.

KerryL1 (California)
Posts: 14,550

Posted:

Aren't posted notices for open board meetings now required in SC, JohnC?

KerryL1 (California)
Posts: 14,550

Posted:

I've poked around a little but can't find any requirement that SC HOAs (or nonprofits) provide a notice to owners of a board meeting xx days/hr. before the meeting . It does appear that the "notice" of a regular board meeting should be in the Bylaws? Is there anything in your Bylaws about notice being require beforeopne board meetings. Betsy?

As a longtime HOA Board Member in SC, maybe JohnC can help you.
Meanwhile, it sounds like your president needs the Board to discipline him so that he doesn't bully Owners into thinking they cannot attend the rest of/ or a new open board meeting. The Board should not let him "hoodwink" them.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By KerryL1 on 05/22/2024 7:40 PM
I've poked around a little but can't find any requirement that SC HOAs (or nonprofits) provide a notice to owners of a board meeting xx days/hr. before the meeting . It does appear that the "notice" of a regular board meeting should be in the Bylaws? Is there anything in your Bylaws about notice being require beforeopne board meetings. Betsy?

As a longtime HOA Board Member in SC, maybe JohnC can help you.
Meanwhile, it sounds like your president needs the Board to discipline him so that he doesn't bully Owners into thinking they cannot attend the rest of/ or a new open board meeting. The Board should not let him "hoodwink" them.

In my SC Bylaws we must give 30 days written notice and submit the Agenda for our Annual meeting. No notice requirement for a BOD Meeting.