Nom Com Chair on Board?

Our Bylaws contain the provision:

"The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more Members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the Members, to serve from the close of such annual meeting until the close of the next annual meeting."

Does that mean that the Nom Com Chair must be selected from among the Directors? Does that mean that anyone can be selected as the Nom Com Chair, and that person shall be an ex-officio member of the Board? If the latter, then does that make the Nom Com Chair a Director (if not otherwise a Director)? If a Member of the Board, but not a Director, then does the Nom Com Chair have voting rights on the Board?

Thanks for help.

Thanks, Glen. That's my interpretation, also.

I agree that selecting someone who is not up for election makes sense, but I think the Board has some discretion there.

How about this (Sec/Treas on Board?) -- our Bylaws contain the following provisions:

"The officers of the Association shall be a president and vice president, who shall at all times be members of the Board of Directors, as secretary and a treasurer, and such other officers as the Board may from time to time by resolution create."

and

"The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices, except in the case of special offices created by the Board."

I think this means that the Pres and VP can each hold only their single offices, and any other offices can be combined (held by the same person) any which way. Does that appear accurate?

Only the Pres and the VP have to be Members of the Board. Does that mean the Pres and VP must be selected from among the Directors? (I think so.) If not, does that mean they have voting rights on the Board (whether or not Directors)? Or just that they must be invited to attend Board meetings?

Since Secretary and Treasurer need not be Board members, but their duties require that they must participate in Board meetings, "a Member of the Board" cannot simply refer to attendance at Board meetings and must therefore mean "a Director of the Association."

Intuitively, the Directors must be elected, so the Board cannot create additional voting positions by selecting a Nom Com Chair, Secretary or Treasurer. (I think that would require a more explicit provision, so we should interpret this otherwise.)

I think that only leaves the possibility that "must be a member of the Board" means "must be selected from among the Directors." The detailed language suggests that if the Pres or VP is removed from their positions on the Board or resign as Directors, then that person can no longer serve (is automatically removed) from their office.

The Nom Com Chair also must be selected from among the Directors, but may remain in that position if no longer a director as some point during the one-year term. It's unclear whether the Nom Com Chair should be selected from among the Directors before the annual meeting and election, when the (rest of the) Nominating Committee must be appointed, or after the election, from the Directors who then constitute the Board. I think that may be left to the Board to decide each year.

Michael,

You've raised quite a few questions which I will try to answer.

Yes, the Pres and VP can only hold those offices. Only the office of Sec and Tres can be combined and held by one person.

Yes the Pres and VP must be selected from the elected directors. Only the Sec and Treas are not required to be directors.

No, the Sec and Treas are NOT directors if they have not been elected by the members. If they are not directors, even though they are obligated to attend the board meetings they do no have voting rights. Only directors have those rights unless otherwise stated in the bylaws.

True, the board cannot create additional voting positions. The nominating committee chair is NOT a board member position per se, even though the chair must be a board member.

The statement: "must be a member of the BOard" does not necessarily mean "must be selected from among the directors". The board of directors is comprised of directors (Pres and VP) and perhaps non-directors (Sec and Treas). Whether an elected director or not, all officers make up the BOD. The bylaws state the Nom. Comm. chair must be a member of the BOD not that he/she must be an elected director.

If the Nom. Comm. chair is no longer a board member then he can no longer be the Nom. Comm. chair. The whole nominating committee serves for one year, for ex: from the annual meeting which takes place on Jan 1, 2010 until 12/31/2010. Therefore the board member appointed as chairman should not be up for re-election on 1/1/2010; in fact the bylaws may also state that a candidate cannot be appointed to the Nom Comm.

Michael, you are trying to over-think this. Somewhere in your CC&R’s should be a section on Directors and what the qualifications to serve are. Example: Number and Qualification. The Board of Trustees shall consist of (5) persons, except as otherwise provided, all of whom must he owners and occupiers of a unit.

You posted (bold by me): "The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more Members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the Members, to serve from the close of such annual meeting until the close of the next annual meeting."

So the Nominating Committee Chair would have to be someone who was duly elected to serve on the Board regardless if they were an officer or a member at large. Anyone appointed to assist the Board would not be eligible to serve as chairman although they could serve on the committee as a Member of the Association.

Glen,

Well, I have to disagree with you -- to a degree. Depending upon what the bylaws say regarding the make up of the BOD, will determine whether or not the Nom Comm chairman must be an elected director. If the bylaws say the BOD shall be comprised of 5 members, 2 of whom shall be elected by the members and serve as the Pres and VP and 3 non-elected members who shall be appointed by the elected directors to serve in other officer positions as determined by the BOD (or something to that effect), then the Nom Comm chair need not be an elected director. I would be surprised if this is NOT how the bylaws are worded.

Regarding the appointment of the Nom Comm and its chair; the appointments should be made at the end of the annual meeting -- after elections have taken place, so that the chair will be a board member during the coming year. The appointments shall remain in effect until the close of the next annual meeting.

Mary, I’m sorry if I wasn’t clear enough in my post to Michael that: SOMEWHERE IN YOUR CC&R’S SHOULD BE A SECTION ON DIRECTORS AND WHAT THE QUALIFICATIONS TO SERVE ARE. EXAMPLE: NUMBER AND QUALIFICATION. THE BOARD OF TRUSTEES SHALL CONSIST OF (5) PERSONS, EXCEPT AS OTHERWISE PROVIDED, ALL OF WHOM MUST HE OWNERS AND OCCUPIERS OF A UNIT.

I suppose I should have said there should be a section on how the Board members are elected and that I seriously doubt that the non-elected persons who may or may not exist at any given time, who may serve as secretary and/or treasurer have a vote in Board matters and therefore are not directors. I know our CC&R’s allow for the same thing but specifically deny them a vote in Board matters. In fact our CC&R’s have a section on the number of directors, the qualifications, term of service and how they are elected etc. and a different section outlining the different officer positions and their duties.

But since Michael’s documents are not available I’m just guessing as to what I’ve seen in other CC&R’s from the edited passages he posted. At this point I think we’re just going to have to agree to disagree on this matter.

Michael,

Whether the nominating committee is appointed before or after the annual meeting, the reason they normally serve for one year is so they will be available should the need arise to have a board election sometime during the year. If they are appointed before the annual meeting then they will most likely serve until the end of the current year. If they are appointed at the end of the annual meeting they will serve through the next annual election.

Below is what our documents say.

Note the wording in Article V1, section 1.
The Board can appoint additional officers of the Board. Somewhere in all this is also a statement that those special officers have no vote. If you read Article V, section 1, it states there shall be five Board members. If you want to change the number you would need an amendment.

I expect the wording, in this case, these appointed Special Officers are completely outside the required number of five, therefore can not vote. We, in twenty years have never selected by our board or other means a Special Officer. I find that unreal. We have 65 owners and at some point I would think we had some native talent pool among our owners that could serve the Board well to do special projects.

ARTICLE V - BOARD OF ADMINISTRATION

Section 1. Number. The business and affairs of the COUNCIL shall be governed by a Board of Administration (herein sometimes referred to as the “BOARD”), all of whom, shall be Owners at all times during their term. From and after the date of the first annual meeting of the Council, there shall be five (5) members of the Board. Each shall be at least twenty-five (25) years of age and any qualified person may be re-elected. Each person shall hold office until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualified.

Section 2. Powers and Duties. The Board shall manage and direct the affair of the Council and, subject t any restrictions imposed by law, by the Master Deed, or the bylaws, may exercise all the powers of the Council. The Board shall exercise such duties and responsibilities as shall be incumbent upon it the Act, Master Deed, or these Bylaws as it may deem necessary or appropriate in the exercise of its powers, including, without limitation, the determining of annual and special assessments, the collection of assessments and charges from the owners, the establishment and amendment from time to time of reasonable Rules of Conduct governing the use of the Common Area and Facilities and the Limited Common Area and Facilities, and the employment and dismissal of personnel necessary for the maintenance and operation of the Common Area and Facilities and Limited Common Area and Facilities. Additionally, the Board may require that all employees of the Council handling or responsible for Council funds shall furnish adequate fidelity bonds. The premium on such bonds shall be paid by the Council.

Section 3. Management. The Board may employ for the Council a Manager under such terms, conditions and compensation as the Board may authorize; provided, however, the Board shall not delegate to such agent the complete and total responsibility of the Council.

Section 4. Election and Term of Office. At each annual meeting of the Council the members thereof shall elect administrator for an initial term of three (3) years, two (2) administrators for an initial term of two (2) years, and two (2) administrators for an initial term of one year. At the expiration of the initial term of each, hi successor shall be elected for a term of three (3) years. Cumulative voting is not permitted.

Section 5. Vacancies. Vacancies on the Board (caused by any reason other than the removal of a member by a vote of the Council) shall be filled by vote of the majority of the remaining members and each person so elected shall be an administrator until a successor is elected at the next annual meeting of the Council.

Section 6. Removal. At any regular or special meeting of the Council duly called, any one or more of the administrators may be removed with or without cause by a vote of seventy five percent (75%) of the total Percentage Interests authorized to vote thereon, and a successor may then and there be elected to fill the vacancy thus created. Any director whose removal has been proposed by any Owner shall be given an opportunity to be heard at such meeting.

Sale of his Condominium Unit by an administrator shall automatically terminate his term of office.

Section 7. Regular Meetings. The first regular meeting of the Board shall be held immediately following the first annual meeting of the members of the Council and regular meetings thereafter shall be held on such dates and at such place and hour, but not less frequently than calender quarterly, as may be fixed from time to time by resolution of the Board. Notice of regular meetings of the Board shall be given to each administrator, personally or by mail, telephone or telegraph, at least three (3) days prior to the day of such meeting; provided, however, notice of the first regular meeting shall not be required to be given to the administrator provided that a majority of the entire Board is present at such meeting. Should any such meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.

Section 8. Special Meetings. Special meetings of the Board may be called by the President on three (3) days notice to each administrator, given personally or by mail, telephone or telegraph, which notice shall state the date, time, place (as herein above provided) and purpose of the meeting. Special meetings of the Board shall also be called by the Secretary in like manner and on like notice upon the written request of at least two (2) administrators.

Section 9. Waiver of Notice. Before or at any meeting of the Board any administrator may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by an administrator at any meeting of the Board shall be a waiver of notice by him of the date, time and place thereof. If all the administrators are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.

Section 10. Quorum. At all meetings of the Board, a majority of the then qualified Board shall constitute a quorum for the transaction of business, and the acts of the majority of the administrators present at a meeting at which a quorum is present shall be the acts of the Board. It, at any meeting of the Board, there be less than a quorum present, the majority of those present may adjourn the meeting form time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.

Section 11. Compensation. No administrator shall receive compensation for any service he may render to the Council nor shall the Council make any loan, directly or indirectly, to an administrator. An administrator may be reimbursed for the expenses incurred by him in the performance of his duties.

Section 12. Liability. To the extent permitted by the South Carolina law in effect at the applicable time, no administrator shall be liable to any Owner for injury or damage caused by such administrator in the performance of his duties unless due to the willful misfeasance or malfeasance of such administrator. Furthermore, each administrator shall be indemnified by the Council against all liabilities and expenses, including attorneys’ fees, reasonably incurred and imposed upon him in connection with any proceeding to which he may be a party or in which he becomes involved by reason of his being or having been and administrator whether or not he is an administrator at the times such expenses and liabilities are incurred, except in such cases where the administrator is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided, however, that in the event of a settlement, the indemnification shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the Council. Such indemnity shall be subject to approval by the members of the Council only when such approval is required by the laws of South Carolina.

ARTICLE VI - OFFICERS

Section 1. Number and Election. There shall be elected annually by and from the Board a President, a Secretary and a Treasurer. The office of Secretary and Treasurer may be filled by the same person. The Board may also elect from time to time such other officers as n their judgement may be needed, which officers need not be Board members.

Section 2. Removal and Vacancies. Except as herein provided to the contrary, the officers shall be elected annually and hold office at the pleasure of the board. A vacancy in any office may be filled by the Board at its next meeting. The officer elected to such vacancy shall serve for the remainder of the term of the officer he replaces.

Section 3. Duties. The duties of the officers shall be as follows, to wit:

(a) President. The President shall be the chief executive officer and shall preside at all meetings of the board and the Council, shall see that orders and resolutions of the Board are carried out, shall appoint committees consisting of members of the Council as in his opinion are necessary, shall co-sign with the Treasurer all checks, promissory notes and similar documents, if any, and shall perform such other duties as may delegated to him by the Board. He shall have all the general powers and duties which are incident to the office of President of a corporation organized under the laws of South Carolina.

(b) Secretary. The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and the Council; keep appropriate current records, showing the members of the Council together with their addresses and designating those members entitled to vote; keep custody of and attest the seal of the Council; and perform such other duties as may be required of him by the Board or incident to the office of Secretary of a corporation organized under the laws of South Carolina.

(c) Treasurer. The Treasurer shall be responsible for the funds of the Council, shall co-sign with the President all checks, promissory notes and similar documents, shall maintain full and accurate fiscal accounts and records, and shall perform such other duties as may be designated by the Board or incident to the laws of South Carolina.

Section 4. Compensation. Officers shall not be compensated for services rendered to the council incident to their officers, nor shall the Council make loans, directly or indirectly, to any officer. The officers may be reimbursed for reasonable expenses incurred on behalf of the Council.

Section 5. Liability. To the extent permitted by the South Carolina law in effect at the applicable time, no officer shall be liable to any Owner for injury or damage caused by such officer in the performance of his duties unless due to the willful misfeasance or malfeasance of such offer. Furthermore, each officer shall be indemnified by the Council against all liabilities and expenses, including attorneys’ fees, reasonably incurred and imposed upon him in connection with any proceeding to which he may be a party or in which he becomes involved by reason of his being or having been an officer whether or not he is an officer at the times such expenses and liabilities are incurred, except in such cases where the officer is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided, however, that in the event of a settlement, the indemnification shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the Council. Such indemnity shall be subject to approval by the members of the Council only when such approval is required by the laws of South Carolina.

Don, I don't understand how this avoids quorum issues.

Answers to question by MichaelK11 and RobertR1.

Michael, my apologies for not be clear on the quorum. With a neutral procedure for handling proxy instructions (or equivalent absentee votes), members will be more inclined to use the proxy if they can't attend the meeting. The quorum should be defined as members present at the meeting in person or by proxy. With more use of the proxy, the quorum is more easily obtained. Of course, the quorum requirement should reflect the reality of participation and set as high as possible, but not so high that meetings must be rescheduled because of lack of quorum.

Robert, with regard to your statement "why directed proxies can create so much havoc", I believe it is the general proxy that creates so much havoc. With a general proxy, the proxy giver authorizes the proxy holder to vote as the proxy holder chooses. Boards or board presidents often seek general proxies which can allow them to dominate the member voting. With a directed proxy, the proxy giver prescribes how the proxy holder shall vote. The keeps the member (proxy giver) in control of his/her vote.

This used to be our standard proxy, and it's probably common -- directed proxy for election of directors, combined with a limited proxy for all other matters. A limited proxy is a general proxy in the sense that Proxy (the proxy holder) can vote the proxy at their own discretion, but is limited to voting on certain matters -- in this case, all matters except for election of directors. (Some people might say there is no such animal as a limited proxy, and this is a general proxy for all votes other than the election. That's just semantics -- we all understand what this means.)

My HOA decided to remove from our proxy form the clause, following "The Proxy shall have the authority to vote entirely at the discretion of the Proxy", which stated, ", except in the election of directors, the Proxy will vote as specified blow", just above the "proxy ballot". This was on advice of counsel, although I have no explanation for such advice or why anyone on the Board favored this. However, the proxies were counted by independent homeowners from differing factions, along with ballots from those who voted in person, so we effectively treated these as directed proxies. We voted on no other issues, so the general/limited proxy went unused, as was the case in prior Annual Meetings.

We have not had difficulty obtaining a quorum, which is only 10% of those voting in person or by proxy. Our Annual Meetings are well-noticed.

Answer for MaryA1.

I agree that mail-in ballots that are permitted/required in some states is equivalent to the directed proxy. However, some states do not permit a mail-in ballot. Accordingly, they can use the directed proxy.

Michael,

There should be an article on elections that may indicate how the members may vote, i.e., "voting may be in person, by proxy or mail-in ballot". If it doesn't say "mail-in ballot" then that method cannot be used. However, even if a mail-in ballot is allowed, that doesn't mean there won't be a meeting. I believe the article you were quoting from was talking about an action without a meeting.

Since you say most of your members mail in their proxy, I'm wondering how it can be a directed proxy. A directed proxy indicates how the proxy giver is voting. Frankly, although it's called a proxy, I'm wondering if it really isn't a mail-in ballot.

IMO, perhaps your bylaws should be amended to allow mail-in ballots. In many assn's the BOD has the authority to amend the bylaws w/o a vote of the members.

Yes, regarding action without a meeting.

For elections, "Election of the Board of Directors shall be by secret written ballot. The persons receiving the largest number of votes for each of the respective positions shall be elected. Cumulative voting is not permitted."

(The middle sentence is confusing. It does not refer to officers, and how can a director run for a specific seat? Anyway, we ignore that line -- the candidates receiving the top vote counts are elected.

For quorum, ". . . the presence at the meeting of Members, or of proxies, entitled to cast ten percent of all the votes of the association shall constitute a quorum. . . ."

For proxies, "At all meetings of the Members, each Member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall be revocable . . . ."

Amending the Bylaws requires affirmative vote of a majority of the Membership.

So, ballots are only mentioned in the context of action without a meeting. Ballots are implied for voting in person, but I don't think that mail-in ballots for meetings are automatically allowed (as you indicated). Anyway, proxies contribute to a quorum and mail-in ballots would not.

I think mailing in directed proxies is normal, as is making the Secretary of the Association the Proxy (the proxy-holder). This year (for the first time), we wrote the proxy form with ". . . hereby designates [Treasurer] or __________ as Proxy for the Member . . . .". The Treasurer was not running or continuing on the Board, and the Secretary and other officers and directors were, so we thought that made him the most acceptable Proxy. Allowing the members to select their own Proxy (or at least suggesting it) was new. Most Members just left that alone. Members could give the form to their Proxy or mail it in.

Michael,

Here's what confuses me. You stated your proxy is a directed proxy, meaning the proxy holder must vote as instructed by the proxy giver. It doesn't make sense to have a directed proxy if most of the members mail in their proxy. I assume they also mail in their ballot or is the ballot on the proxy form? Or, is it done this way to get around the fact that mail-in ballots are not allowed. If so, IMO, it would much better to have the bylaws amended to allow mail-in ballots.

You said ballots are only mentioned in an action w/o a meeting. However, ballots is explicitly stated in the excerpt you posted from the elections article: "Election of the Board of Directors shall be by secret written ballot."

I don't understand what is confusing by the sentence: "The persons receiving the largest number of votes for each of the respective positions shall be elected." It simply means that if there are 30 people voting; 25 for Candidate A, 3 for Candidate B, and 2 for Candidate C, the winner is Candidate A because he received the largest number of votes. Respective positions only means the number of seats open. I guess it doesn't refer to officers because the officers are not elected by the membership. Normally the membership elects the directors and they, in turn, either appoint or elect the officers from among themselves.

I doubt the formatting will hold but here is the proxy we changed to a few years ago. The Board at that time felt it was unfair that persons who attended the meeting could vote in secrecy but anyone could see how a proxy giver voted, if they requested to review or validate the directed proxy then in use.

Proxy for the 2010 Happy Daze Annual Homeowners Meeting

Please fill out and mail the proxy and ballot even if you plan on attending the meeting in person. This will allow the meeting to take place even if circumstances prevent you from attending. When you sign in at the meeting this proxy and ballot will be destroyed and you may vote as you see fit.

__________ I the undersigned homeowner, will not be able to attend the Annual Homeowners Meeting on February 15, 2010 but authorize Jane Doe as secretary of the Association to accept my proxy to allow the meeting to take place and to submit my official ballot to the Association.

__________ I the undersigned homeowner, will not be able to attend the Annual Homeowners Meeting on February 15, 2007 but authorize ___________________________
to be my proxy and to act in my place in all matters requiring a vote.

NOTE: You may revoke your proxy at any time in writing prior to February 15, 2010 or by appearing in person at the meeting. Only one person may vote per unit even if there are multiple owners of the unit.

Homeowner ____________________________________ (Please Print)

Address ________ Happy Daze Dr. Unit Number ________
Cincinnati, Ohio 00000

Telephone Number ____________________

Signature _________________________________________ Date _____/_____/2010

=====================================================================
Instructions for voting:

1. Fill out and sign the proxy form.
2. Fill out the ballot form.
3. Place only the ballot form into the envelope marked "Official Ballot".
4. Place the envelope marked "Official Ballot" and your signed proxy form in the larger stamped envelope addressed to U & Me Management and mail.

When U & Me receives your vote they will staple your proxy to the outside of the official ballot envelope and bring it with them to the meeting. If there are enough members either in person or by proxy to allow the meeting to continue; the official ballot envelope will be detached from the proxy and given to the persons responsible for counting the election.

Only the persons responsible for counting the election may open the official ballot envelope and the ballot will be added to those cast in person and counted. If there are not enough homeowners either in person or by proxy to constitute a quorum (35) and the election cannot be held the official ballot envelope and its contents will be detached from the proxy and the ballot will be destroyed without being opened.

Glen,

Unless I'm misreading something, I see one thing wrong with your assn's procedure. If I give my proxy to a fellow member and that member does not attend the meeting the proxy is still counted toward the quorum and the vote on the ballot is counted. This doesn't seem right to me. Although a proxy can count toward a quorum, the person holding the proxy is not present at the meeting to cast the vote. I think the ballot and proxy should only be required to be mailed if the proxy is given to the assn sec. If the proxy is given to a fellow member, then that member should present the ballot and proxy at the meeting. Why not allow mail-in ballots and use a general proxy?

Michael,

A mail-in ballot is treated the same regular ballot, meaning that it's the same as though the member attended the meeting, thus it counts toward the quorum. Whatever counts toward the quorum should be stated in the bylaws and/or state law. If the quorum is determined by the number of persons voting then no matter how that vote is cast it would be counted toward the quorum. If a proxy can be counted toward the quorum, why not a mail-in ballot?

AZ law also states that anything to be voted on during the meeting must be stated on the ballot. Therefore, those members present at the meeting cannot bring up a new action and vote on it.

Glen,

I knew I must have been missing something!

I don't know the official rules (RONR, etc), but there is a difference between mailing a ballot and attending a meeting. A member in attendance can (1) consider discussion and other events at meeting that would allow them to make a more informed decision when casting their vote and (2) vote on other matters. A general proxy gives someone in attendance (the proxy holder) the authority to cast the vote of a Member -- the proxy holder is in attendance, so they can act as above in the name of the Member. A mail-in ballot cannot do that.

Hypothetically, if a mail-in ballot were allowed to contribute to a quorum, it should only contribute to a quorum for the action(s) on the ballot. Logically, when that business is completed and the assembly moves on to other business, if a quorum cannot be constituted without the mail-in ballots, it should be handled as if those members left and the meeting became inquorate. That addresses issue (2), above. Because of issue (1), I am more comfortable with absentee votes not counting toward a quorum, whether or not they are permitted.

Our Bylaws define a quorum as "... the presence at the meeting of Members, or of Proxies, entitled to cast ten percent (10%) of all the votes of the Association ...." For a second meeting called for lack of a quorum at the first, the reduced quorum requirement "... shall be five percent (5%) of all the votes of the Association ..." I take the latter to also mean presence of Members or of Proxies, based on the former.

I don't think TX law says anything about identifying business items on meeting notices. I think major actions should be noticed -- I think that's the intent of the notice requirement. Others might say the intent of the notice requirement is to inform Members that there will be a meeting at which business will be conducted; even the brain-dead should understand anything could happen, especially something they don't like, and they have no say unless they go and have their say (or authorize someone they trust to say it for them).

If your state law really fixes the business to what noticed, and there's no room for dirty tricks, then maybe it doesn't matter.

Except for housekeeping measures such as a motion to approve the minutes or to adjourn.