A Couple Questions

Started by JoeB8 • 5 replies • 1084 views

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JoeB8 (Illinois)
Posts: 48

Posted:

Hello all,
1) It is my understanding the board needs to "make a motion", and then have it "seconded" prior to the board voting on an issue. Here is how our board votes: a board member "makes a motion" and then it's "seconded" and then that's it. There is no vote. Is this way of voting valid?

2) Right of First Refusal: Are older associations removing this right from their by-laws? I can't think of a valid reason for a Board to buy a condo, unless it was grossly under priced. I'm not even sure that is a valid reason.

Should all board members be invited to the interview of potential new buyers for associations that have ROFR? Our association does not invite all board members. Is that wrong?

SusanW1 (Michigan)
Posts: 5,202

Posted:

VERY briefly:

Motion is made (president CAN prevent the motion from going further IF the motion is contradictory to current rules, regulations, laws or is stupid i.e. dilatory.) Motion is stated in format: "I move that . . ." Secretary writes the motion down for referral.

Motion is seconded (this does NOT mean the person who seconds the motion agrees or supports the motion, it only moves the motion further along the process) OR in small boards, there is no need for a second.

Chair re-states the motion. It is now "pending"

Chair says, "Is there any discussion on the motion?" i.e. debate can begin. Lasts as long as needed, or the president can bring the motion to a vote or postpone the vote to another time if there are circumstances that need i.e. more informaiton needed from an engineer, paperwork not seen by all members, etc.. The motion is STILL pending and must be dealt with at the next designated time (next meeting, etc.)

Chair puts the motion to a vote - can be a voice vote OR by secret (written) ballot.

Chair announces the result of the vote. (outcome of the vote)

I suggest that all motions be underlined or in caps in the minutes. This makes it easier to find when going back to look for records.

Get yourself the Roberts Rules in Plain English by Doris Zimmerman pocketbook for a good start on how to frame motions in the meeting setting.

RogerB (Colorado)
Posts: 5,067

Posted:

Joe, if you are following Robert's rules of order for small groups a second is not necessary but motions need to be voted on before they are official. An exception would be if the chair states unless there is an objection the motion is approved by acclamation or some such wording.

From my perspective ROFR in your Bylaws is not a good choice. Does the Board have the power and resources to purchase the property?

JoeB8 (Illinois)
Posts: 48

Posted:

Thanks for the replies!

Since our board has not technically voted on issues, what would that mean for past decisions?

Any more comments on ROFR would be appreciated. I am all for getting rid of it. I would like to know if there is a good reason to enforce it, that would not end up in a lawsuit. Thanks again.

SusanW1 (Michigan)
Posts: 5,202

Posted:

The president could have said, "There being no opposition, let the record reflect that the motion passes."

Let's say that actually happened all those times. (Ye gads, how could you not claim that?)

Still - the motion MUST be stated in the minutes of the meeting as having been approved.

The minutes are the legal record of corporation. The board MUST have documentation that it gave the power for things to be bought, done,signed, and decided. Make them "courtroom ready.'

JoeB8 (Illinois)
Posts: 48

Posted:

Thanks Susan. In the minutes, the motions are stated as being approved. During the meeting, there is a motion to approve an issue, but there is not an actual vote.

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