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Board Transparency

Started by PaulH8 • 28 replies • 1904 views

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PaulH8 (North Carolina)
Posts: 2
Posted:
We are considering changing our bylaws to require that the sponsor of all proposals and the vote of each board member, by name, for or against the approval of any proposal become a part of the public record. The clear intent of this change is to allow the POA/HOA members to determine if their elected representatives are voting as they expected.

I would appreciate any feedback on anyone's experience in implementing such a bylaw.
DonnaS (Tennessee)
Posts: 5,671
Posted:

Welcome Paul,
Cut and paste to us what your Bylaws state now. Any proposals and votes should be in the official meeting minutes, and therefore they are open to the membership anyhow so unless your Bylaws do not require minutes that are open for inspection, you should have no problem or need for an amendment.
PaulH8 (North Carolina)
Posts: 2
Posted:
In North Carolina there is no law that require disclosure or any kind, that is the problem. Many of the POA/HOAs have implemented various sunshine bylaws but we want to give full transparency. Our view is that this will change the directors voting patterns to better reflect the communities viewpoint.
DonnaS (Tennessee)
Posts: 5,671
Posted:

Paul,
Unless you have a statement in your bylaws that says that names will not be disclosed on votes and proposals, then I do not feel that you need to go thru a change to the bylaws. Just start adding the name information into the minutes. I see no reason to prevent that. Amendments are not just as easy as thinking them up. It requires a vote from the entire membership and we all know that this can be a booger to achieve.
PaulM (Pennsylvania)
Posts: 1,347
Posted:
PaulH8: I would tread cautiously here. You want to add official dictates to the bylaws that would reflect how one votes. However, you could achieve the same thing by including names in the minutes of the meeting in which votes were cast and how they were cast.

Now, to expand on what was just stated. If you search on this forum for meeting minutes you will see numerous posts advising AGAINST listing actual names in the minutes for various reasons, one of which is that it may/could be used in court, and may have to do with using names in a document used in court without their permission. Further, minutes are to reflect business decisions and solutions reached, not necessarily to state actual discussion pro and con and who said what.

Are residents clamoring to know who voted for what? and when? Are they asking to review the minutes of Board meetings? Are they disturbed and concerned over decisions which have been made against the resident majority? If this is the case, then you have a bigger problem to work on then just whether to add names in the minutes. Yes, a Board should want to have transparency, but this can be reflected in many other more productive ways. This would be a better avenue for you to pursue.

SusanW1 (Michigan)
Posts: 5,202
Posted:
Usually, unless a Board member reports back to a constuency, i.e. a group that has sent them to the meeting to cast a certain vote, there is not a reason for each Board member's vote to be individually noted in the bylaws.

Someone could, however, request a roll call vote, in which case the votes would be listed in the minutes.

All the debate on issues is for a purpose. The best decision should come out of people hearing arguments for and against motions, and coming up with the best solution. It's a thankless job, but the Board should speak with one voice, all together.

At campaign time, people can state their individual positions, but as a Board, there should be acceptance of the final decision.

RobertR1 (South Carolina)
Posts: 5,164
Posted:
Well there are a lot of pros and cons about this.

However, push comes to shove, the members should know how their representative feel and act. They(we) are promised all kinds of "Pie in the sky" vocally by most all candidates, wheter it is conveyed face to face or in a public forum. I wish our board did publish minutes listing how the vote went and who voted. I am sure we all have experienced talking to aboard member and calling an action taken by the board, expecting that we are trying to rioght a wrong. About half way through your tirad the Board member says, oh well I voted against that.

Then you walk away wondering if he is telling you the truth and he walks away glad he is not going to come clean, if he has to.

I know we have been over this before but if I was to vote, and it meant a damn, I would want my vote known, even congress and the senate does that, two of our most sealed bodies.
SusanW1 (Michigan)
Posts: 5,202
Posted:
Since it is not "default" (in your bylaws or Roberts Rules) to list each name and the way each person voted, the Board will have to approve, by vote, to do this.

Get ready for a lot of absentions.

RobertR1 (South Carolina)
Posts: 5,164
Posted:
Susan,
Now this is a surprise.

Why do you feel it is necessary for the Board to have to add to the by-laws if they have to put out indivifual votes. You say it is not defauly.

Can't the same be said of the practice to elect not to put out individual votes, as that action is not a "default.

I am also curious why you would predict a lot of absentions if the vote was known. This is suggesting the Boards are so dishonorable they will hide their position on an issue or not vote.

It does occur there is one point in time that the vote may well be hidden. That is at the inception of the documents when the developer appoints a couple owners on the board and enough of hiscronies to insure developer control. Could this be a carry over to that?
BruceF1 (Connecticut)
Posts: 2,535
Posted:
First, according to Roberts Rules, the person who proposes a motion must be identified in the minutes. The person who seconds it does not. The vote of the indivudal members does not have to be recorded, unless a member requests a roll call vote, which then requires a majority vote to pass, unless there is a provision in your bylaws requiring it to be otherwise. Requiring a roll call vote by virtue of a majority vote is kind of useless, since the purpose of requesting a roll call vote is to force the majority to go on record as being in favor of a motion.

As far as abstaining goes, that works against you. An abstention is no vote at all. It isn't counted (refer to Robert's Rules). If the bylaws don't stipulate otherwise, the vote is counted according to the number of votes cast. So, in a 5 member board, if two abstain, then there are three votes cast. If the vote is 2-1, then the motion passes. Thus, by abstaining, the two members who abstained have allowed the motion to pass by only two members who voted in the affirmative. Not good.

On the other hand, if the by-laws require the vote to be counted by the number of members PRESENT, then, in a 5 member board with all members present, if 2 members abstain, the same 2-1 vote would fail. In this case, the two abstentions have the effect of a no vote, but they ARE NOT COUNTED AS SUCH.

The best way to maybe handle this is to modify the bylaws, not to require that every vote include how each member voted, but to require that a roll call vote be taken if some minority (like 1, or even better, 2 members) requires it. This kind of takes a middle road approach.

Some states require that it be part of the record as to how each member votes.
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Bruce,
I would think your post assumes that RRO is written into the documents as the procedure to be followed.

To the interest of transparency, and the absence of any pertinent requiring documents, it appears it would be better to err on the side of being open rather than being secretive.

Your information is well posted Bruce and very informative and appreciated.

I think most states expect that the Homeowners have the authority to decide their rules and if there is no state statute or other requirement, the board can make the rule or resolution or amend the documents if required.

BruceF1 (Connecticut)
Posts: 2,535
Posted:
It doesn't have to be written into the documents for an HOA to use Robert's Rules. If the documents don't say, an HOA can use whatever accepted parliamentary procedure it chooses. However, the rules should be in writing. If they are not in writing, what do you refer to when a question comes up? How do you know the rules are applied consistently if you don't have a "rule book?" You can follow the rules informally, Robert's Rules even allows for this in small boards. Yes, you can make your own rules of parliamentary procedure, but they should be in writing so they can be referred to. Who wants to do that?

By the way, I believe courts have held that an HOA must use some accepted parliamentary procedure (at least, that's what our lawyer tells us). If it's not specified, what do you tell the judge when he asks what parliamentary procedure youv'e used?

There are a some good articles on the subject. Here's a couple:
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GeraldT4
Posts: 1,022
Posted:
PaulH8 - In order to REQUIRE the board to do something not specified in the by-laws, or required by state law it is my belief you are on the right track by trying to get some formal policy adopted. First, who is "We" in your statement, "We are considering changing?". Are you a board member?

I don't know about Connecticut law, but New Jersey law requires that anytime a binding vote is to be taken by the board, it must happen at an open meeting, minutes must be taken of that meeting, open meetings require an agenda, and agendas must be prominently posted or mailed to the community 48 hours in advance. This is all part of our Open Meetings Act and can be enforced by our state Department of Community Affairs.

Read, read, and re-read your governing documents and state law. Are you sure there is nothing that requires the board to take and record votes at open meetings? If there is and your board is not complying then seeking adherence may be all the transparency you require.

Yes it's important for the community, and individual owners to know how their elected officials vote. Yes it's important for the community, and individual owners to inform the board of their position on community affairs. It's a two way street and the power is 100% with the majority opinion expressed to the board. Don't ever forget that. However, what matters about a board vote is the outcome. Knowing how each and every board member feels on a topic may not matter to that outcome. Lobby your board members with community communication.

As for Roberts Rules if your by-laws and state law don't require you follow them, than I strongly suggest you read them for general guidance. My opinion is they are cumbersome, too parliamentary, and unnecessary for a volunteer home owner's association to follow. To me they read like "If this doesn't occur before that does, than this must occur, but only if this that and the other thing occur, and in that order, otherwise this must occur, but as long as that doesn't". Geez. Are we back to the Whigs and the Torries, white wigs and coattails for goodness sakes?
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Bruce,
I certainly agree with you more than take exception and agree totally about falling parlimentary procedures of some kind.

But in the ring (meeting) where the action is, there is wide disparity in how things get done. Our president has asked for a show of hands and then decreed that the majority of owners approved a certain project. Never mind that the majority of owners were not present at the meeting.

I don't think it is realilistic to expect each association is going to abide by some Parlimentary procedures word by word. At most meeting I have attended the process drones on until some question about procedures arise and then usually ROO is brought out and consulted, but not necessarily conformed with.

I don't advocate this as a way to run the railroad and have tried to have a "parlimantarian" appointed by the Board, but with no success.
Our Board, like so many others hold closed regular meetings except for the annual. There is nothing in any governing document that detail how meeting are to be held any place I can find in SC Laws, other than a reference to accepted procedures. I will not swear to this since it has been a while since I have really messed with it.

Our lawyer wrote our documents for the developer 27 years ago if that means anything.

As far as courts ruling on procedures followed in Condos in SC, my only close experience has been that the judge served more as an arbitor that anything else. The judgement given was filled with compromises, but who is to say what another judge would say.

Unless it is a criminal act I see little to gain by any organization going to court. Let someone sue the association if it is going to end up in court. The effort made by any association to keep it from going to court usually serves the association well.

Thanks for this information if you find yourselve looking for a home, come on down here, we could use the expertise, and I suspect nearly all association suffer the same deficet as ours.
BruceF1 (Connecticut)
Posts: 2,535
Posted:
Gerald,
I agree with you that it's a good idea to review Robert's Rules and use them as a guide. As far as Connecticut goes, the statutes don't require any specific parliamentary procedure, but courts have ruled that an acceptable parliamentary procedure must be used.

As for Robert's Rules being "too parliamentary" I can't agree. I think what most people envision is the high degree of formality that goes with legislative bodies (Whigs and Torries and white wigs?). For small boards, which is what we're talking about, Robert's Rules actually describes a more casual application, and the "If this doesn't occur before that does, than this must occur, but only if this that and the other thing occur, and in that order, otherwise this must occur, but as long as that doesn't" is not really an issue because it almost never happens.

Robert's Rules has this to say on the subject (p. 470): "In a board meeting where there are not more than about a dozen members present, some of the formality that is necessary in a large assembly would hinder business. The rules governing such meetings are different from the rules that hold in other assemblies, in the following respects:" They then go on to describe what the major differences are. When you read it, you discover it's mostly just what you've been doing all along, and the rules really are not so cumbersome after all.

When you speak of a "volunteer home owner's association" I think that the essential point is that it's not a group of friends getting together to play cards. It's not even a social club, or the PTO. An HOA collects fees, maintains and preserves the value of the real estate, and pays the bills. Some budgets run into the hundreds of thousands of dollars. This is serious business. Why else would some HOAs hire professional property managers and retain lawyers? Why do you buy D&O insurance? An HOA is a legal entity governed by state law, so I don't think people should allow themselves to become too casual.

I think, as you said, if you review (don't try to read them unless you're trying to answer a question; they make terribe reading) Robert's Rules and use them as a guide, and conduct your meetings accordingly, then I think you are probably already following Robert's Rules, at least for the most part. They're real handy to turn to when you have questions.

BruceF1 (Connecticut)
Posts: 2,535
Posted:
Robert,
Thanks for the invitation. It's warmer down there, so I may consider it. By the way, for what it's worth, we're not that far apart in ages. About 10 years and I'm younger.

I think what you describe is the real world. Some of us, though, tend to be idealists.
DonnaS (Tennessee)
Posts: 5,671
Posted:


I want to know, how we got so far off from the original post?

Posted by Paul "We are considering changing our bylaws to require that the sponsor of all proposals and the vote of each board member, by name, for or against the approval of any proposal become a part of the public record. The clear intent of this change is to allow the POA/HOA members to determine if their elected representatives are voting as they expected. "

As I originally said, unless the governing Bylaws state that names and votes shall not be included in the official minutes, then there is absolutely no need for an amendment to specify the names and how they voted on any issue.
The minutes already should carry that.
GeraldT4
Posts: 1,022
Posted:
DonnaS - I see what you are saying. However I believe that unless the governing documents require the names and votes be included in the official minutes then the bylaws in their current state need to be amended to included the requirement, and make the board do what those seek. What is to require the minutes reflect each and every name and how each voted? The minutes may state who motioned, who seconded, and then simply state motion approved, or motion passed leaving out the names of each board member and each of their vote on the matter.
BruceF1 (Connecticut)
Posts: 2,535
Posted:
DonnaS,

These things happen, I guess. I posted an alternative to consider in answer to the question, and a basis upon which to consider it. Whether the maker of the original question chooses to use it or ignore it, is up to him or her. It's just another input.

So,in answer to the original question:

1.) If you don't need to do it, don't rush into it.

2.) If the law requires it, you don't need to amend your bylaws because it's already required.

3. If you really feel it's a good idea, go ahead and do it. But, be careful for what you wish for. It may be a lot harder (politically, not proceduraly) to take it out later if it works against you.

4. Or, you can try a middle-of-the-road approach as I suggested in an earlier post. This kind of allows you to go whatever way you want on a case-by-case basis.
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Donna,
Let me see if this can be simplied. If the Board meeting is closed I say any vote that dictates action sholud be Tallied.

Type the name of the motion and what it is about, and what is being voted on. (This alone will probably save later arguments.)

For: 6
Against: 3

Yea votes: List last name
Naye votes: List last name

Passed or not.

Now if the meetings are open and at annual meetings I think the same format should be usede.

Everything stays consistant and all the information is out there.

In closed meeeting you never know what is going on but with the above requirement (rule, not documents change) they board has to at least register their vote for members evaluation.
DonnaS (Tennessee)
Posts: 5,671
Posted:

Robert,
Absolutely all meetings require minutes, closed or membership meetings, they need documentation by keeping minutes. Make a rule that all minutes will include all votes and motions and by who made the motion and who voted. An amendment is not just a piece of cake with quorum and number requirements so a rule is the sure way of enacting something. This is not an item that directly affects the membership or any of their rights. And what if the amendment doesn't pass? You're then back at square one with nothing accomplished.
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Fonna,
Thanks!

Lay some more stuff on me about, "items that don't or do effect the membership or their rights."
I don't think I have ever heard this mentioned in detail but if it means what I think you mean, I am all for it. I think we have some kind of loose understanding that as long as what you want to change is a rule of conduct, you don't need an amendment. I have served on Rules committees tha resulted in registering the changes at the courthous and I have see boards just proclaim orders that probably should be amendments.
RobertZ1 (Michigan)
Posts: 66
Posted:
Having read through most all of the postings for this question (I am looking for answers to my HOA problems), it seems quite clear that if more members of associations first read and then refered to their governing documents when they had a question and then went to a CURRENT board member(s), less angst and frustration would be shared by any of us trying to understand (very easy reading) and comply with the creators of the HOA documents.

Seems clear to me that the intent of most HOA documents was not to frustrate but to create order and rules that could be followed and amended with the communities changes (majority members votes) and the laws of the times. My problem is when someone attempts to tell others their interpertations to the words of the document and not just read the words as they are written on the page.

Lately for my HOA, confusion has created chaos, and members begin to question who is in control and whom is the authority. With more than one group mailing and telling everyone else they are in control. Not by the mandates of the HOA, but by the rules and law they claim.

Hope we all have better days and nights than I have been seeing lately.
RobertR1 (South Carolina)
Posts: 5,164
Posted:
RobertZ,
Tough situation and alas, not a whole lot of quick answers, so what is left is to work through the problems. I know you may think that those of us posting here want to sound like we have the answers, but we know we don't. We have all been over the road and lived to tell the tale. I think we would agree it is important to really know that this HOA business will get to you if you don't watch out. We have learned to accept we are not always right, and we agrue an awful lot on things that don't matter. It really isn't as serious as we make it out to be. Given the fact that well over 20 million (or more) live in associations without going to jail and shooting our neighbors is well below average. Out of chaos comes order, I think someone said, if they didn't they should have.
There are times when we have too many right fighters in one association and the only cure for that is someone is going to bend a little, preferably all will put a little on the table, and it will happen to your group. Of course you might not survive but I think we have some links to a good mortuary busness. I sense you are just tired of trying to let your documents rule your life, and that's a good thing. Just a guess, but, don't take such big bites out of the apple. Just niblle around until order is restored. Maybe these other folks have some considerations. You sound too smart for me to be giving advise, so I'll stop.
DonnaS (Tennessee)
Posts: 5,671
Posted:

Hi Robert,
I guess things like "should we wash the deck around the pool this quarter or next or what color paper should the newsletter be," you know, all of those mundane decisions that the Board makes for day to day operations. There comes a point that the membership doesn't care about the small stuff. Well, I better state that differently because there will be a couple of posters waiting to jump on that statement. That is why they elect BODs, to run the association for them and some decisions are too trivial for membership input. Some decisions that the Boards make, would never get a concensus of opinions from the membership. I always have to chuckle when the issue of what colors can be painted to units. How many different colors are there? How many opinions will there be? Beauty is in the eye of the beholder and I am not trivializing the problem with colors but EEEE GADS, who would ever know that they are right on that one.
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Robert,
I understand completely. For what it is worth when the color monster rears his ugly head, if I can, I get a Paint store guy or two to come out and make a recomendation as to type of paint, take his advice to three colors and show the choices in the office for a week or so. Who ever wins wins, and I blame it on the paint man.

Then leave for a couple weeks.
DonnaS (Tennessee)
Posts: 5,671
Posted:

Sure!!!, pass the buck to the Sherwin Williams guy. I am a watercolorist and my husband is colorblind. That kinda sounds like many of the associations who go thru the color dilemma. I always chuckle when I read the arguements from people who want some off the wall combinations.
RobertZ1 (Michigan)
Posts: 66
Posted:
Thank you all,

This seems almost surreal to be happening at a time when the economy seems so bad and there are so many problems in the world. You would think folks would want to come home and be glad someone else is handling the **it. But no I live in a place where there seems to be so many experts and none with the answer.

I turn to you folks because as time runs down on ANY and I mean ANY problem someone one hear has seen or heard of it and has a grasp of the way to smooth over the rough edges and get to the REAL problem and find a solution.

You folks do really do that. It works better for me to get an outside opinion, that will make me look at my actions as well and identify what could have been done differently, or did this just happen because I was not paying enough atention to other problems or situations. The problem as you have said is that becoming so involved and concerned that you can't see that as my President did, just say enough and let go and quit! He really seemed to be set up by this, and has lost face with others because he thought HE could step in and get these disgruntled members to see reason. Well he quit.

Thanks for the help, wish I didn't care so much.
RobertR1 (South Carolina)
Posts: 5,164
Posted:
RobertZ,
Have I got a deal for you. Just the thing to lighten your load and I think this may fit most that post here regularly. Why don't you hang around and comment on some of the posts that come up on this site. You have your head on straight and personally, my situation is similar to yours. Just because I can't wave a magic wand and solve all our problems doesn't mean I can't contribute. Those that can't, teach. I am not sure if all this is true or not but I have just been informed that our Association insurance is way out of line and has cost us a bundle over the years. Now, my first reaction was to start to get angry because we have always been told we were getting the best deal possible. But, no matter how this works out, I am just glad that an owner stepped up and as a former insurance agent, was able to speak with some authority, and I am hearing big benefits will be forthcoming. After being here as long as I have and not being able to wave that wand that would make us perfect, I am just pleased progress is being made about this. Although I had nothing personal to do with this change,(if it's true)I still feel good about it. Makes it all worthwhile in a way, and when I walk around this complex there is little I didn't have a finger on. I don't even care if someone weighs all the evidence and declares me more harm than good, I gave it a shot, and that is all any of us can do. I also like to interact with people smarter than I am, helps me along.

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