Oh My... Did he Really Resign?

Joe,

Your bylaws should state what constitutes a resignation. If they say it must be in writing then that's how it must be. If this guy refuses to sign a letter of resignation but does not attend any more board meetings you may be able to declare his position as vacated if the bylaws state missing X nr of meetings is cause for removal. However, if he fails to give a letter of resignation but is required to do so and continues to attend the meetings, then you cannot claim he has resigned. BTW a motion not voted on is not a legal action. Of course the other board members may vote to strip him of his Pres. duties and just let him remain on the board as a member-at-large.

With regard to the fact that the board members were not elected or re-elected; if there were no candidates running for board positions, then that is a moot point. To call these "unelected" board members imposters is a rather strong statement and are you putting yourself into that category also?

As a board member you have the right to ask that the minutes be corrected to amend inaccuracies; however, the amended minutes must be approved by a majority of the board.

Exactly what portions of ROR is the board not following?

Hi Mary,

Our bylaws state that the board needs to elect officers every year. That did not happen this year. The president decided he would just remain president.

Regarding Robert's Rules: Our board does not make motions to introduce business in a meeting. A discussion will start and when it is finished, someone makes a motion to approve or not approve the issue, and then someone else will second it. There is never a vote. Our board operates with a demented version of Robert's Rules.

Our meeting ended in chaos. Since we never got past approving the minutes from the prior meeting, I am not sure what to consider last night. I believe our next move is to call for a Special Meeting of the BOD to elect officers (even though this meeting should have taken place within 30 days of the annual election per our by-laws), and then to call for another regular open meeting of the BOD as soon as possible.

What do we state in minutes from last nights meeting? It was adjourned before getting past the approval of minutes to the prior meeting.

Jeff,

It appears to me that what you need is a Pres who knows how to run a meeting. It's up to the Pres to follow the agenda; ask for motions and call for a vote. Generally speaking, if the Pres doesn't do this the meeting can be run helter-skelter. An agenda should be prepared and followed; below is just a sample:

Call to Order
Approval of minutes
Treasurers Report
Old Business (indicate all matters not resolved)
New Business (indicate all matters to be discussed)
Open forum (time for members to speak)
Adjournment

OK, now I undestand the directors were elected by the members but the board never "elected" the directors to serve in the officer positions. This is really not a big deal and can be accomplished at the next regularly scheduled board meeting. I would speak to the members b/4 the meeting and hopefully get them to agree not to elect this guy as Pres. Frankly, I don't think it's necessary to call a special meeting of the board to accomplish this.

In the minutes from last night's meeting just state that the meeting was called to order at XXX, the minutes from the previous meeting were approved, the following matters were discussed with no action taken and meeting adjourned at XXX. Those matters that require some action should be put on the agenda for the next meeting.

Thanks for the laugh Michele. Maybe that would explain all the fighting and bickering that happens at our meetings.

As has been said here time and time again .... you just can't make some of this stuff up.

I appreciate the helpful advice I have gotten from this website but I think most of all, reading here makes me appreciate the relatively calm and sensible manner in which my own board handles business.

Thanks Susan,
I was searching old threads to find information regarding Special Meeting of the BOD, as you left your last message. You are an angel! 1/3 of the board members (me included) have just called for a Special Meeting to elect officers. I am not sure if the one who resigned, meant it as a resignation from being president (which technically he is not) or as a board member. It was never stated... He just said "I Resign". Anyways, I have invited him to our special meeting. I have also indicated the purpose of the meeting is to discuss a case against an owner.

1) Does a notice of a Special Meeting of the BODs need to indicate a purpose for calling the meeting - and if so, can other topics be brought up (and maybe voted on) if not included in the notice. I did indicate our purposes, but would like some clarification. Our by-laws are vague on this issue.

2) Can the board vote on any issues during a Special Meeting providing they are announced at the next open meeting? Do motions need to take place during Special Meetings?

Thanks again.

Of course you all want to know what I think!

Seems to me, you are barking up the wrong tree. You have a dysfunctional Board, at least collectively.

What the Board members owe the members is leadership and competence. You all show neither.

Don't even attempt to involve the owners till you get your act together. I don't care how you do it, but eventually it has to be done, better now than latter. Someone mentioned "duke it out", which in a way is saying settle the problem, the problem is leadership.
Why would you be concerned about RROO, if all else is chaos.

Get the Board in a room, and agree no one come out till they can do the job they were elected to do. First have a vote and elect a president, if it means voting out the old, do it. You can re-elect him if you want. Appoint one Board member to be parliamentarian, let him guide or run the meeting, his rule is law.

Anyone, at any time, that can not abide by board majority is welcome to leave and do a Board recall, they have the right. The Board then appoints a new member and conducts business.

I am not sure a ES is proper, better the meeting be open with no owner input allowed, other than a 2 minute statement for the record. No Board responses will be forthcoming.

Yes, of course, we do!

And we've noticed you've been MIA for a few. . . Hope all is okay!

Joe,

Apparently you're not reading all the messages that have been posted here. I know I asked at least once if there was an open meeting law in IL and if so if board election of officers could be discussed. I checked the IL statutes for condos and for nonprofit corps and both say the same thing, which is:

765 ILCS 605.18(9) that meetings of the board of managers shall be
open to any unit owner, except for the portion of any meeting held (i) to discuss litigation when an action against or on behalf of the particular association has been filed and is pending in a court or administrative tribunal, or when the board of managers finds that such an action is probable or imminent, (ii) to consider information regarding appointment, employment or dismissal of an employee, or (iii) to discuss violations of rules and regulations of the association or a unit owner's unpaid share of common expenses; that any vote on these matters shall be taken at a meeting or portion thereof open to any unit owner;

The nonprofit corp statute is: 805 ILCS 105/108.21 and the wording is the same. So no matter whether you live in a condo or planned community one of these statutes should apply and the board must follow what is written in state law!

So you can see you CANNOT call an ES to elect the officers!!! Why do you think this has to be so hush-hush?

Joe,

So you're playing into their hands and violating state law by calling for an ES? You need to ignore these rabble rousers; you're playing right into their hands. Also, you need to get a handle on the state laws so that the next time they say something like that you can let them know exactly what the law is. I've found that these trouble makers never know what the law is or what the gov docs say, they just like you to think they do! BTW, are these to "problem people" board members? If so, that makes it even worse but even more important to put them in their place.

Thanks for everyone's replies today. Earlier I was at a golf outing and checking/responding to this website via my phone.

I obviously have a lot to learn. Ignorance is no answer and I feel ashamed for not having more of my ducks in order at the last meeting. I thought (and obviously was right) the election for officers can happen at an open meeting. By not knowing for sure, they were able to belittle me (when in fact they were the ones that were extremely wrong).

I had a typo when talking about the Property Manager in my last post. I feel he should have known about this state law. We should have elected the officers right after the motion. But I honestly know that I have no one to blame but myself. Ignorance is not bliss.

Dana,
Give this some thought. Ever go to a county council meeting. Most not only record but video also. I am sure there are many associations that do the same. I can't see anything to be concerned with if an owner wants to video or audio tape a meeting, as far as audio, who knows how many are taping a meeting. Our HOA tapes all meetings, no disclaimer needed, it is the way it is done. This is not a private meeting, it is a closer to a public meeting.

Some boards hate it, but usually the boards love it. Give it some more thought.

If you have a civil complaint against your neighbor, you have to make that claim in open court. If you go to your board member and say the guy in 641 has a dog that bites me when I kick him, that's private, but but rights, the board member should inform you; you will have to make a open report. Suppose he is your buddy, he might speak at meeting that he has received a complaint of a dog biting people and would the owner please tell the dog not to do that. Fat chance of that working.

Seriously, this recording business is treated as if your privacy is being invaded. You, as an individual, have the option of not supporting anything the board does, but the Board has the right to set necessary rules, to tell someone at an open meeting they can't record the meeting would have to be done, for reason and up front, before the meeting. I can imagine the meeting would never get started. Positively, if the meeting is being recorded by the Board you can record it, and probably require them to allow you to copy the recording, it's your property.

Suppose a media concern decided to use your HOA for an article in the Sunday Newspaper Feature story. Show how smalltown america works. This article is going to display and promote your association. Would you give second thought to them recording a meeting?

Bonnike,
This is a good read. There are several little twists in here that clearly show (to me) this is a good rewrite of some old stuff that many Boards still operate from. I would guess this is a fairly new statute or revision and there are other states considering changes that would include some of this, but they have such a hard time getting through the legislature. Part of this is because the pols are fast becoming aware there is a cash cow they can milk with blanket fees for all members of associations. Another long story.

I just find this particular post well worth some study by all our posters and maybe even some adaptations into the individual associations could be considered and implemented. Lots of good stuff here.........thanks.

Dana,
Sure, some Boards become unglued if the meeting are open, but I suspect this site has changed some viewpoints, I hope so. I am not saying everyone should do as we say, but I think we have some people posting here that can make reason, I include you also.

A strange impression seems to be formed about taping meetings. Forgotten by some is the fact this offers the members protection and records as well. Everything that is taped, video, or recorded by the association is in the association public record subject to review. Nothing is perfect and neither is this but it shows good intent and transparency, a word that will appear more and more in HOA conversations.

Any Board that becomes "unglued" is suspect. I have seen Boards that have no dedication to the truth operate for years in that mode. They didn't do a bad job either, but when they gave up the ghost, and a new broom came in the change was dramatic and positive.

All this resistance to taping is bad habits and I would bet, within six months of starting to tape, no one would know the difference. I know when I go and want my say at a County Council meeting, I put on a sport coat and tie because it is being videoed, but speaking at the podium the thought never occurs to me, they are taping my remarks. At association Board meetings, I don't bother with the tie and coat or even think about taping, I just have my say...........
and all stand and applaud and want me to run for president in 2012........!!!!!!!!!

Joe,

You don't need to hire an attorney, just ask us - we're the cheapest way to go! LOL

You may have missed my response n 6/12 @ 8:45 am (maybe because I accidentally addressed it to Jeff!), in which I said:

"It appears to me that what you need is a Pres who knows how to run a meeting. It's up to the Pres to follow the agenda; ask for motions and call for a vote. Generally speaking, if the Pres doesn't do this the meeting can be run helter-skelter. An agenda should be prepared and followed; below is just a sample:

Call to Order
Approval of minutes
Treasurers Report
Old Business (indicate all matters not resolved)
New Business (indicate all matters to be discussed)
Open forum (time for members to speak)
Adjournment"

So start with the agenda. Above is a sample; change it to suit your needs.

The minutes may be read by the Sec, or a motion made (and voted on) to dispense with reading of the minutes. This is usally done when the board is provided an advance copy of the minutes. Then the Pres asks if there are any additions or deletions to be made to the minutes. If not, then a motion is called for to approve, seconded and voted on.

Next comes the Treas. Report. A copy of the financial statement should be provided to each board member. The treasurer should report on any large expenditures made; note the variances between actual and budgeted amounts and the reason; state any changes in the reserve fund, etc. Then the Pres calls for a motion to accept the treas. report, motion seconded and voted on.

After discussing a each agenda item under old and new business, the Pres should ask for a motion then the board votes on the motion made.

On the notice for the special meeting just state that it's for the purpose of electing officers of the board. No signatures on the notice are required. The secretary's minutes of the meeting should just say:

"A special meeting of the XXX HOA was called to order at (state time) on (state date). Board membermbers in attendance were: (list board members) The following directors were elected as officers:

John Doe, Pres
Bo Jangles, V.Pres
Ima Hogg, Secretary
I.P. Dailey, Treas

The meeting was adjourned at XXX"

The secretary should be in the habit of taking minutes for all meetings of the assn -- these are part of the official records. The minutes should not be a compilation of "he said, she said" but rather a statement of what issues were discussed and voted on.

Hope this help to get you started.

Robert,

I'm on haitus from the film industry. Thankyouverymuch! But my duties as a Jr. Exq (thanks to John from PA!) are starting to bog me down!

Thank you so much Mary and Robert. I hope to have some time today to read through the links Bonnie posted on Saturday (thanks Bonnie! - and everyone else). And by the way, regarding tape recording, I did announce at our meeting that I will be tape recording the meeting - as I will every meeting from now on.

Mary stated "After discussing a each agenda item under old and new business, the Pres should ask for a motion then the board votes on the motion made."
Did you mean to state a discussion happens between the motion and the vote? I am under the impression (per my understanding of RRO) that a motion needs to be made prior to the board discussing/debating the issue. Is this right or wrong? Mary said the discussion happens prior to the motion. Please advise me my fine free council. LOL

Also, I know Mary said to give a reason for the meeting, but I am under the impression that a reason does not need to be given regarding a Special Meeting of the BODs. I would like to bring up a few different issues at this meeting, and as long as we have a quorum, we should be able to motion and vote on these issues (they do not pertain to budget or assessment increases). If possible, I would like the notice to be generic... I will share the reason with you after the meeting - due to the wrong eyes possibly reading this thread.

ps... The impostor who was acting as president has just notified us that he did not resign and is still the president.

Thanks again!

Joe,

Check your bylaws and also state law regarding special meetings of the board. I know that a special meeting of the members usually requires the purpose of the meeting to be stated in the notice. Don't know if this applies to a special meeting of the board or not. Unless your bylaws and state laws state that only the items stated on the agenda or only the purpose for the meeting as stated in the notice can be discussed, then you can discuss anything you wish.

I'll be waiting with baited breath to hear how this turns out. Are you lobbying for the position of Pres? Good luck!

Mary,
I'm glad you posted. I have been wondering for years what "baited breath" is? Does that mean your mouth tastes like cut bait? Does it mean you run around with a fishhook in your mouth? I can remember when I was very very small and my Pappy said to a neighbor, "I am waiting with baited breath to see if this baby has red hair."

I was told the Milk Man had red hair, and when I popped out I had brown hair that never turned red but is now white. If my Pappy had waited with baited breath to see if my hair would turn white, that would seem to make sense.

Robert,

As I've said before, you are just too funny. Actually I made a typo, and the word is really "bated" meaning breath being held in because of fear or suspense. The phrase was first recorded as being used in the 1500's when Wm. Shakespeare wrote it in The Merchant of Venice. It's unknown whether he coined the phrase or if it was commonly used during that time. So there you have it; no fish hooks involved. But, I'm relieved that Joe responded with more info because I was starting to turn blue! LOL

Hi Joe,

My understanding is that a special meeting of the Board may be called per your gov docs. And, it is my understanding (see my earlier response to you) that if no business will be conducted at the meeting (motions, voting), then it is not required to be open to the homeowners nor a notice sent to the homeowners.

But, if business of the association is to be conducted, then the meeting must be open to the homeowners and the notice requirement comes into effect.

For the first (a special meeting of the Board at which no business will be conducted), I would recommend that the board members be provided with the purpose of the meeting, if not also an agenda (I recommend purpose, expected outcomes, and agenda be developed for any type of meeting).

Our Board holds special meetings regularly for the purpose of getting prepared for an upcoming regular (open) Board meeting – to discuss a proposed budget, review the property/landscaping, discuss a landscaping proposal, review/discuss a draft Reserve Report, and so on. We basically consider this as part of being prepared for the next regular (open) Board meeting. If we did not do this we would have regular Board meetings running into the wee hours of the morning.

Action on these items will be part of an open Board meeting - a motion will be made and vote taken – for ex., proposed budget – Board would vote on accepting it as a draft to be sent to the homeowners for the 30 day review/comment period, or vote on accepting it as final.

For the second (special Board meeting with business to be conducted), then I would suggest following your governing docs regarding what needs to be included in the notice to the homeowners.

As our gov docs are also vague on what should be included in a notice of meeting to the homeowners, we have been doing the minimalist approach: we plan all of the meetings for the next year before the end of the current year and include the list of dates, times, location in the winter newsletter which is sent in the Fall. The only exception is the Annual Meeting for which there is a mailing with the usual required info (notice, agenda, proxy, list of candidates, how to become a candidate, etc.).

Good luck with your meeting!

Bonnie

P.S. Robert, I know you knew this and were just having some fun, but for those of us who didn’t know -- probably only me! -- I looked up “baited breath” and discovered it is “bated breath” – is short for abated (reduced, lessened, held back), meaning holding one’s breath in this case.
If interested, see: http://www.worldwidewords.org/qa/qa-bai1.htm

Mary – your point is well taken, and therein lies my confusion. But, referring to the Handbook I previously referenced (written by an IL condo attorney):

http://www.ksnlaw.com/E02E82/assets/files/Documents/BoardHandbook2.pdf

see pg. 11: “In every instance, an association is required to keep minutes of its regular and special board of director’s meetings, as well as owners’ meetings. The law considers a gathering a “meeting” when the board is conducting association business which requires a vote of the board. All board votes must therefore be included in the minutes of board meetings. A frequent area of discussion is how much information should be included in the minutes, whether the minutes contain sufficient detail and whether the recording secretary should note every item of business discussed at the meeting.”

Also see, from same attorney web site this article: http://www.ksnlaw.com/?t=11&la=1146&format=xml&p=1672

Copied here:

Associations and Open Meetings

One of the great truths of the Association culture is that the Board shall not conduct its business behind closed doors or have “secret” meetings as this deprives the owners of their rights.

In concept it sounds like a fine principled idea. In practicality, there are more exceptions than rules and more urban myths than exceptions.

Beginning with the minimum legal obligation, we can dispel the biggest myth first.
Illinois does have a law called the Open Meetings Act. It is set forth in Ch. 50 ILCS 120, et seq. of the Illinois Statutes. It requires open meetings for public bodies only. Public bodies are duly elected or appointed governmental bodies such as Village Boards, Park Districts, etc. It does not apply to private organizations such as condominium and homeowners associations. All of the scuttlebutt about violations of the Open Meetings Act at association meetings is not applicable.

Associations are subject to certain “open meetings” requirements set forth in other statutes and often in their operating documents.

The following requirements appear in the Illinois General Not-for-Profit Corporation Act, the Illinois Condominium Property Act and many Declarations and Bylaws:

1) All meetings of the Board where business is conducted are open to the members;

2) Notice of a Board meeting must be sent to all members no less than 48 hours in advance;

3) Board meetings are to be conducted in accordance with the basic rules of parliamentary procedure (adopted from Roberts Rules of Order);

4) Members have a right to be present, but shall not participate in the discussion or voting on Board business (most associations hold an open forum for the owners to speak before or after meetings);

5) All votes are recorded in the minutes;

6) Minutes are a short summary of Board votes, not a verbatim transcript of discussions or owner comments;

7) Minutes are available upon request. They do not have to be sent out to all owners after every meeting;

8) The president runs the meeting and directors may only speak when called upon;

9) Minutes are not official until approved at a subsequent meeting;

10) Minutes must be kept for seven years.

Where there is confusion and often controversy is when the Board meets without owners being present. There are three statutory exceptions and one implied condition of when a Board meets in a closed session.

1) No notice to the owners is required;

2) No business can be conducted; i.e. no votes can be taken;

3) No minutes are kept;

4) The Board can discuss:

a) The hiring and firing of contractors and personnel;
b) Disciplinary action against an owner such as fines and delinquencies (and it is implied that a Board can also discipline its own members for violations as a director);
c) Confidential discussions with legal counsel about pending or threatened litigation;
d) Where no business is actually conducted.

The old myth about 3 directors on a 5 person Board riding an elevator constituting a meeting is dispelled.

Sometimes Boards find it necessary to have planning sessions acting as a committee of the whole, such as developing a budget. For condominium associations, once the “proposed” budget is hammered out, then the statute has protections built in for the owners, i.e. it must be sent to all owners 30 days prior to adoption, owners must receive notice of not more than 30 nor less than 10 days prior to the meeting where it will be adopted, owners have a right to be present, the Board votes on the budget at the open meeting and it is recorded in the minutes.

In the event the budget exceeds a 15% increase over the prior year, then the owners can file a petition for a referendum and could reject the budget if more than a majority of all owners deem it so.

As you can see, there is a balance in this instance. The Board has a right to meet and crunch numbers without interruption; the owners are protected with the right to be present and even the right to reject a large increase in assessments.

This is just an overview and there are exceptions to the exceptions.

The most important thing to remember is Board members have rights to act like directors of a corporation, owners have rights to be informed as members of the Association and the Illinois Open Meetings Act protects the taxpayers by imposing criminal penalties on public officials that knowingly violate it.

There are no such sanctions for private organizations, nor, in my opinion, should there be.
****************

Apparently (?) the attorney is differentiating (in their opinion, I gather) whether a board meeting must be open based on whether the Board is conducting business. But, I agree that the IL Condo Act you reference (IMO) does not make that fine of a distinction and states exceptions to the open meeting requirement.

So, is my Board operating in violation of the Act? I do not know for sure. I am providing info I have found and how our Board operates.

Bonnie

Mary – **sigh** I most certainly do not disagree with you. Our Board has done meetings this way for their ~14 years of existence – I know that does not mean they are doing things correctly. There are several issues I have with the Board – but I must choose my “battles” (note my other post re funding the reserve and trees, for ex.). Other than me, none of the other 110 homeowners seem to care about what the Board does as long as the monthly assessments are kept as low as possible.

Thanks! Bonnie

Bonnie,
You are coming around Bonnie and mentioning this new caring board member shows it. You will need help to do what you are trying to do. Be very careful what you ask of this Board member. He has a duty to the Board and since he is new is going to to scrutinized by the other members to see which way he is leaning. He can not come out and back you right now, but he can maybe advise you of a friend or a neighbor that might be interested in what you are trying to do. Also, there is no reason you can't support his position on the Board, you can be a friend but don't push, his job sounds like it is going to get tougher.
Again, be open about your interests try and build support and in a prior post you mentioned the owners don't care as long as the expenses are as low as possible. Have you been able to turn that rock over and establish the expenses are fair and reasonable, I bet you have no idea for sure, and neither do your happy neighbors.
All this becomes part of the learning process and you could find you association is really well run..........who knows, but so far you have identified some apparent problems, keep getting on as before, things will happen, they always seem to.

Hi Joe - sorry...I think I just hijacked your posting. But, I hope all of this info has been of help and I hope your meeting goes well.

Robert, Mary, Everyone - I'll start a new post on this (but probably will not be before tomorrow later in day).

Thanks!

Bonnie