Annual meeting motion valid?

Here is a list of issues that someone would like to have put on the agenda. If it does not get put on the agenda they will motioned from the floor at the annual meeting.

My question is, can a vote on an issue require the board to do something and then the board is obligated ti do it? Nothing in the by-laws or docs say anything about motions and votes. It does say that a member can call a special meeting for any issue with written notice of 25% of the members.

Would this be ok at the meeting or would they have to go through the written notice process? It may not matter in the end except for the formality. Also the law states that the notice does not have to go out until the notice process is paid for. In other words the petitioners have to pay for the Association to send out the notices to all members.

1. A motion that the BHOA Board of Directors take the appropriate actions so that the members may vote to dissolve the Corporation in accordance with the provisions of the "Seventh" item of the amended Articles of Incorporation.
2. A motion that the BHOA Board of Directors take the appropriate actions so that the members may vote to amend the "Sixth" item of the amended Articles of Incorporation,pursuant to the "Ninth" item of said Articles, to state that all Directors, Offcers, and Committee Members must be a member of Corporation as the term "member" is defined in said Articles of Incorporation.
3. A motion that the BHOA Board of Directors take the appropriate actions so that the members may vote to nullify any and all previous amendments to the original BHOA By-Laws which are dated October 10, 1983, including but not limited to the Amendment dated November 2, 2004.
4. A motion that the BHOA Board of Directors take the appropriate actions so that the members may vote to amend Article II, Section 4 of the BHOA By-Laws to define a
"Quorum" as seventy-five percent (75%) of the members entitled to cast, or of proxies entitled to cast, votes of each class of members.
5. A motion that the BHOA Board of Directors take the appropriate actions so that the members may vote to amend Article IV, Section 1 of the BHOA By-Laws to state that all Directors, Offcers, and Committee Members must be a member of Corporation as the "member" is defined in Article II, Section 6 of the By-Laws.
6. A motion that the BHOA Board of Directors take the appropriate actions so that the members may vote to amend Article XII, Section 1 of the BHOA By-Laws to require
that the By-Laws may only be amended by an instrument signed by not less than seventy five percent (75%) of the members.

ALL of these motions deal with amending your documents, which require Notice to the members that a vote would be taking place on these issues.

The presiding officer could refuse to accept the motion and declare it out of order (since notice to all members was not given that there would be a vote taken)

Sounds like an ad hoc Committee needs to be formed for the purpose of updating your documents.

I haven't read your documents, but such motions would be non-binding in our neighborhood. There is no mechanism in place for the membership to dictate what the Board must (or must not) do. I doubt there is such a mechanism in your documents either.

I would suggest that you look into your state laws. In Texas anyone can form a CC&R amendment committee. They should have all changes in place before declaring themselves as they get one year to acquire the needed votes for their change.

The members of my assn do not have the authority to establish a committee. That is a function of the BOD as stated in the bylaws.

I think that a good number of assn members are not aware that they have the right to vote on a motion at the annual meeting, much less the authority to make one. Most sit there like bumps on logs and let the board make motions and vote as though it were a board meeting.

Jeff,

I think the board could choose not to hold a special meeting if they feel the reason was in violation of the gov docs, unless state law requires the board to act when presented with a petition.

Eva,

I believe it's referring to a state law addressing meetings.

Yes a motion can be made by any member of the assn. If two members from one household are attending, either can make a motion, but only one can vote on it. In fact they could take turns making motions as long as only one voted on a particular motion. Each member has member rights and it's between the two of them as to who will actually vote.

Eva,

My docs state the Pres alone has the authority to appoint committees. This is not a conflict of interest. He's only appointing the committee not telling them who can be put on the slate. IMO, anyone interested in running should be allowed to have their name put on the slate.

Eva, just to show you need to look to your own documents, our HOA bylaws state "The Board may create one or more committees and appoint members of the Board to serve on them." Just a different way than Mary's HOA.

There is not a nominating committee so it hasn't come up. I see no restriction in our documents. However, of the committees we do have, 90% of the members are board members. In fact, the last BOD felt it was better to have board members on the committee, a feeling I do not share.

Mary, my personal belief is that committees are there to help the board and thus should just be charged with their mission go away and report back. Having a board member a) requires more board participation than many people want to put in, b) there is a feeling that the board is always looking over the committee's shoulder. Just my opinion and I know it is not shared by many.

Michele, I would probably agree with you. However, at least in our case, no committee (except design review) has any power to do anything without board approval.

Robert,

I think your opinion is valuable and it may be shared by more people than you think!

IMO, if any committee member has the feeling that the board is always looking over their shoulder I would have to wonder what they are afraid might be seen! Each committee should give a report at each monthly board meeting that outlines all their actions during the month and stating any proposals requiring a vote of the BOD.

Jeff, as I mentioned, I salute and respect you for doing your homework and doing this the "right" way.

On the other hand, be aware that your victory may be short lived.

If it is true that a lot of people in the community may now hate you for your votes, that may well have been enough of an impetus to encourage them to get their own sorry rears down to the next meeting and overturn your hard work!

Alas, if that is true, then keep this in mind, the community has a right to set its standards. Whatever the catalyst is to motivate them out to make their voices heard, that's a good thing. But if the majority, then, runs counter to what you and the other 25 people wanted, you must be gracious enough to accept that! (IF that happens!)

In the meantime, enjoy your win! Well deserved and well played!

Jeff,

I would let these "rebels" know that regardless of whether or not they want the BOD to adopt rules governing their lots, they should be aware of the fact that the BOD has the authority to do so and will do it if it's felt to be in the best interests of the WHOLE community. Then I would show these "rebels" the exact provision in the CCRs that gives the BOD this authority.

Jeff,

The proxies you had should have counted toward a quorum. The Pres was corrent in stating a vote could not be taken because there was no longer a quorum.

From ROR online:

Question 3:
Is it true that, once a quorum has been established, it continues to exist no matter how many members leave during the course of the meeting?

Answer:
No. Once a quorum at a meeting has been established, the continued presence of a quorum is presumed to exist only until the chair or any other member notices that a quorum is no longer present. If the chair notices the absence of a quorum, he or she should declare this fact, at least before taking any vote or stating the question on any new motion. Any member noticing the apparent absence of a quorum can and should make a Point of Order to that effect whenever another person is not speaking. It is dangerous to allow the transaction of substantive business to continue in the absence of a quorum. Although a Point of Order relating to the absence of a quorum is generally not permitted to affect prior action, if there is clear and convincing proof no quorum was present when business was transacted, the presiding officer can rule that business invalid (subject to appeal). [RONR (10th ed.), p. 337-38; see also p. 12-13 of RONR In Brief.]

Thanks, that is something to look into