BarbaraD6 (Florida)
Posts: 347
Posts: 347
Posted:
We have voted on items between meetings(yes,our governing docs permit it) Do we record the votes on the next months minutes or they don't get recorded?
Barbara
Barbara
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votes between meeting recorded in minutes
Started by BarbaraD6 • 14 replies • 1352 views
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MaryA1 (Arizona)
Posts: 7,043
Posts: 7,043
Posted:
Barbara,
Both the HOA and Condo statutes (Chapt 720 & 718) require meetings to be open, so how can the BOD vote on items between meetings? Regardless of what your docs say, doesn't state law take precedence? However, in answer to your question, yes those votes and actions should be announced at the next regularly scheduled meeting so they are made a part of the record.
Both the HOA and Condo statutes (Chapt 720 & 718) require meetings to be open, so how can the BOD vote on items between meetings? Regardless of what your docs say, doesn't state law take precedence? However, in answer to your question, yes those votes and actions should be announced at the next regularly scheduled meeting so they are made a part of the record.
BarbaraD6 (Florida)
Posts: 347
Posts: 347
Posted:
Mary,
I see the statute, and our docs on open meetings.Right after the Article on open meetings our docs say:
Action Without a Formal Meeting- Any action to be taken or which may be taken at a Board meting may be taken without a meeting if all directors sign a consent in writing, setting forth the action so taken. Such consent shall have the same force and effect as a unanimous vote.
I think you are correct on this issue Mary.
thanks
Barbara
I see the statute, and our docs on open meetings.Right after the Article on open meetings our docs say:
Action Without a Formal Meeting- Any action to be taken or which may be taken at a Board meting may be taken without a meeting if all directors sign a consent in writing, setting forth the action so taken. Such consent shall have the same force and effect as a unanimous vote.
I think you are correct on this issue Mary.
thanks
Barbara
MaryA1 (Arizona)
Posts: 7,043
Posts: 7,043
Posted:
Barbara,
Yeah, many bylaws have that article and the AZ nonprofit corp act also contains that article. However, I like to think the intent is to allow the board to take action on a matter outside a regular meeting if an emergency comes up and a quorum of the board cannot be assembled to hold a meeting or if there isn't enough time to notice a meeting. But, using this as a means for conducting normal business between meetings I believe would be considered a violation of the law. The intent of open meetings is to allow the members the opportunity to attend board meetings and be a party to the actions of the board. It promotes board transparency while giving members an opportunity to exercise their rights.
Yeah, many bylaws have that article and the AZ nonprofit corp act also contains that article. However, I like to think the intent is to allow the board to take action on a matter outside a regular meeting if an emergency comes up and a quorum of the board cannot be assembled to hold a meeting or if there isn't enough time to notice a meeting. But, using this as a means for conducting normal business between meetings I believe would be considered a violation of the law. The intent of open meetings is to allow the members the opportunity to attend board meetings and be a party to the actions of the board. It promotes board transparency while giving members an opportunity to exercise their rights.
SusanW1 (Michigan)
Posts: 5,202
Posts: 5,202
Posted:
These "actions without a meeting" generally need to be ratified at the next regular meeting. And definately recorded in the minutes.
However, this process should be few and far between. Is it becoming a regular habit? Why?
However, this process should be few and far between. Is it becoming a regular habit? Why?
MaryA1 (Arizona)
Posts: 7,043
Posts: 7,043
Posted:
The AZ nonprofit corp statute addressing "action w/o meeting" does NOT require that the action be ratified at the next regular meeting. But, I do agree this procedure should only be used sparingly. It appears that Barbara's board is using it as an excuse for conducting business in between meetings w/o members present - as a way of getting around the requirement to notice a board meeting to the members. Of course I may be wrong, but that is the impression I have from her message.
SusanW1 (Michigan)
Posts: 5,202
Posts: 5,202
Posted:
Mary - so WHEN do those "decisions" get entered into the legal record of the corporation (the minutes?)
Somewhere, somehow those decsions (i.e. phone voting) need to be written down, especially if it involves spending money.
Just a CYA would make me want to re-state the passed motion into the minutes at the next meeting.
Somewhere, somehow those decsions (i.e. phone voting) need to be written down, especially if it involves spending money.
Just a CYA would make me want to re-state the passed motion into the minutes at the next meeting.
RogerB (Colorado)
Posts: 5,067
Posts: 5,067
Posted:
Following is an example from an association we manage which just amended and updated their By-laws:
6.7 Action Taken Without a Meeting.
The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting if a notice stating the action to be taken and the time by which a Director must respond is transmitted in writing or via electronic transmission to each member of the Board and each Director, by the time stated, votes for or against, or abstains or fails to respond provided that no Director demands the action not be taken without a meeting. Any action so approved shall have the same effect as though taken at a meeting of the Directors. Such actions shall be recorded in the minutes of the next Board meeting.
6.7 Action Taken Without a Meeting.
The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting if a notice stating the action to be taken and the time by which a Director must respond is transmitted in writing or via electronic transmission to each member of the Board and each Director, by the time stated, votes for or against, or abstains or fails to respond provided that no Director demands the action not be taken without a meeting. Any action so approved shall have the same effect as though taken at a meeting of the Directors. Such actions shall be recorded in the minutes of the next Board meeting.
DonnaS (Tennessee)
Posts: 5,671
Posts: 5,671
Posted:
Barbara,
What is the date on this paragraph? I mean, is this in your original documents or added after the year 2000? I seem to remember that your association was established prior to 2000 which would affect the validity of this non meeting statement.
MaryA1 (Arizona)
Posts: 7,043
Posts: 7,043
Posted:
Susan,
I was only stating what the AZ law says. I agree with you, a statement should be made at the next regularly scheduled board meeting. FYI, this is an excerpt from my proposed amendment to the AZ HOA Open Meeting Law that will most likely be proposed at the next legislative session:
"4. PURSUANT TO SECTION 10-3821, THE BOARD OF DIRECTORS MAY TAKE ACTION WITHOUT A MEETING. IF THE BOARD TAKES ACTION WITHOUT A MEETING, A STATEMENT SHALL BE PREPARED STATING THAT AN ACTION HAS BEEN TAKEN WITHOUT A MEETING, THE REASON FOR TAKING THE ACTION AND THE ACTION TAKEN. THIS STATEMENT SHALL BE READ INTO THE MINUTES OF THE NEXT REGULARLY SCHEDULED MEETING OF THE BOARD OF DIRECTORS. THE PROCEDURE FOR TAKING AN ACTION WITHOUT A MEETING SHALL BE USED ONLY WHEN EMERGENCY CIRCUMSTANCES WARRANT A MEETING AND THERE IS NOT SUFFICIENT TIME TO NOTICE A MEETING, OR WHEN A QUORUM OF THE BOARD IS IMPOSSIBLE TO OBTAIN AND NECESSARY BUSINESS MUST BE UNDERTAKEN. THIS PROCEDURE SHALL NOT BE USED TO TAKE THE PLACE OF CONDUCTING BUSINESS AT A REGULARLY SCHEDULED BOARD MEETING."
I think the above covers all bases! If anyone thinks I've left something out, please let me know. Thx!!
I was only stating what the AZ law says. I agree with you, a statement should be made at the next regularly scheduled board meeting. FYI, this is an excerpt from my proposed amendment to the AZ HOA Open Meeting Law that will most likely be proposed at the next legislative session:
"4. PURSUANT TO SECTION 10-3821, THE BOARD OF DIRECTORS MAY TAKE ACTION WITHOUT A MEETING. IF THE BOARD TAKES ACTION WITHOUT A MEETING, A STATEMENT SHALL BE PREPARED STATING THAT AN ACTION HAS BEEN TAKEN WITHOUT A MEETING, THE REASON FOR TAKING THE ACTION AND THE ACTION TAKEN. THIS STATEMENT SHALL BE READ INTO THE MINUTES OF THE NEXT REGULARLY SCHEDULED MEETING OF THE BOARD OF DIRECTORS. THE PROCEDURE FOR TAKING AN ACTION WITHOUT A MEETING SHALL BE USED ONLY WHEN EMERGENCY CIRCUMSTANCES WARRANT A MEETING AND THERE IS NOT SUFFICIENT TIME TO NOTICE A MEETING, OR WHEN A QUORUM OF THE BOARD IS IMPOSSIBLE TO OBTAIN AND NECESSARY BUSINESS MUST BE UNDERTAKEN. THIS PROCEDURE SHALL NOT BE USED TO TAKE THE PLACE OF CONDUCTING BUSINESS AT A REGULARLY SCHEDULED BOARD MEETING."
I think the above covers all bases! If anyone thinks I've left something out, please let me know. Thx!!
BarbaraD6 (Florida)
Posts: 347
Posts: 347
Posted:
All,
Donna we were established August 2002.This board was just voted in on May 28. The prior board voted between meetings. Actions we took between meetings were things like agree to get a lock re-keyed to block entry by past board members, agreed to purchase motion detector light for pool bathrooms( to save energy,agreed to post sign at pool stating "swim at own risk,no chlorine, emergency call has been made" We are not and wouldn't try to sneak behind the residents. So do we record these actions at the next meeting?
Barbara
Donna we were established August 2002.This board was just voted in on May 28. The prior board voted between meetings. Actions we took between meetings were things like agree to get a lock re-keyed to block entry by past board members, agreed to purchase motion detector light for pool bathrooms( to save energy,agreed to post sign at pool stating "swim at own risk,no chlorine, emergency call has been made" We are not and wouldn't try to sneak behind the residents. So do we record these actions at the next meeting?
Barbara
MaryA1 (Arizona)
Posts: 7,043
Posts: 7,043
Posted:
IMO, YES you should record the actions taken at the next regularly scheduled board meeting. And, in the future, to be in compliance with FL state law, you should limit your meetings to those that are properly announced so that members may attend. It doesn't matter what your intentions are, you must follow state law!
BarbaraD6 (Florida)
Posts: 347
Posts: 347
Posted:
Mary,
We didn't have meetings these issues were agreed to by email. They also didn't cost the association money as the items were donated by board members. I thank you for your opinion.
Barbara
We didn't have meetings these issues were agreed to by email. They also didn't cost the association money as the items were donated by board members. I thank you for your opinion.
Barbara
MaryA1 (Arizona)
Posts: 7,043
Posts: 7,043
Posted:
Barbara,
If action was taken through email communication, then it should still be considered a meeting. IMO, your board violated state law!
If action was taken through email communication, then it should still be considered a meeting. IMO, your board violated state law!
MicheleD (Kentucky)
Posts: 4,491
Posts: 4,491
Posted:
I'm with Mary on this one.
Your board needs to refrain from conducting such business (that is equivalent to a meeting) through emails.
Your board needs to refrain from conducting such business (that is equivalent to a meeting) through emails.
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