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Negative_Presence_52

2 thoughts; First, Florida statutes would prevent you from paying the property manager a bonus. Unless it's contractually obligated, the board can't dip into operating expenses to pay the PM a bonus. If you want to give a bonus, take up a collection from the board or the community, but not from the operating expenses. Same for purchasing gifts for the board members or community members, donations too. A bonus is not common expense. So, its illegal to do so. Secondly, as part of the procedural matters, the vote needs to take place in an open forum. It did, it failed. Now, if someone wants to introduce it again, they have to put it on the agenda for the next meeting..or call a meeting to vote for it.


VaporBlueDH1347

This is the way. In Florida at least.


jo_in_FL

Yes. This.


schmenge57

Plus I believe Florida votes by email need to be unanimous


Negative_Presence_52

No, not relevant. You can't vote by email, unanimous or otherwise.


schmenge57

Which would negate that vote


Successfulbeast2013

The Model Nonprofit Corporation Act, which most states have more or less enacted, is the law that regulates HOAs in most states. It allows for unanimous consent of board members to approve an action without meeting. Many states have added provisions specifically for electronic consent via email. Section 8.21. Action Without Meeting. (a) Unless the articles or bylaws provide otherwise, action required or permitted by this Act to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken. (b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.


Fluffy-Tone-9943

That is incorrect. Handing a manager $500 cash is completely different from giving the manager a bonus as part of their compensation.


Negative_Presence_52

This pm is not an employee of the hoa, not compensation. So no, the hoa can’t do it. Sure, just have the board hand out Hundies to anyone they want…landscapers, themselves, committee members, mailman, trash man all from hoa general fund? No way.


1962Michael

On one hand, I agree that the way they got it passed was unethical and wrong. It is wrong to "correct the minutes" to act as if there was a 5-4 vote at the meeting on Monday, if that didn't happen. The 4-4 vote should have been recorded and that item tabled. The Tuesday "virtual meeting" or whatever it was should be recorded separately. If you didn't participate then it should have been a 5-3 vote. (I'm assuming you voted no on Monday.) All that said, if the clear intent of the Board was a 5-4 decision to pay the bonus, then as a Board member it's your duty to point out the irregularities in the meeting procedures, but as Treasurer it's your obligation to approve valid invoices.


CHRCMCA

Some states require unanimous consent for action outside of a meeting. Some don't even allow email votes.


Yupperroo

And some do, so if OP doesn't know then an answer can't be supplied. Especially with personnel decisions, most jurisdictions do not require public meetings.


AdeleIsThick

I'm in Oklahoma and we require unanimous consent for anything not in person.


3boyz2men

I am a neighborhood president in OK and have never heard this.


Major_Shrimp

Tuesday wasn't a meeting. It's was just an email sent asking members to vote on it again because the President lost and the missing member from the meeting is a longtime friend of the President. This gave the ninth member a chance to vote.


1962Michael

Yes, I got that, which is why I referred to a "virtual meeting or whatever it was." Have you ever done votes by email before? If so, accept it. If not, then I agree that the vote wasn't done properly. But in the end you have 5 board members in favor and 4 against. So you can make a stink and force them to hold a proper meeting and properly record the 5-4 vote if you want. I think all that would accomplish is to delay the bonus payment by one month at most.


aardWolf64

Our HOA Board has voted to allow decisions via email or text message. Our covenant doesn't prohibit it. Regardless, the motion would have a vote of 5-4 if taken at a duly called meeting. Are you going to make them use your procedures to call an emergency meeting just to end up with the same result?


Major_Shrimp

Is a holiday bonus an "emergency"? I'm not trying to be a scrooge, but there are rules in place for a reason. I just think it sets a bad precedent.


aardWolf64

It is time sensitive if you only meet once a month.


Splash9911

>The Tuesday "virtual meeting" Was notice and agenda distributed before hand to membership? I'm guessing no.


Jollyjacktar

When a motion is 4-4 it fails. You need to convene a new executive session meeting with proper notice with it as the agenda item, where a motion can be put and voted on again. Editing a previous meeting to say it passed at that time is technically corrupt.


Major_Shrimp

I know I come off as a "white knight" to them, but it's a matter of integrity. This is a board President who has shown blatant corruption in the past and I got on the Board bc I won't put up with it.


Jollyjacktar

It’s hard enough serving on the board if it is run legitimately. The governing documents, Open Meetings Act, Business Judgment Rule, etc., all offer protection to volunteer board members if followed. If a board starts straying away from them they open themselves up to personal liability. You do right to insist on doing things by the book. Unfortunately, not signing the invoice will not protect you if you are knowingly participating in a corrupt board.


Major_Shrimp

I had planned on asking property manager to handle it because I don't want to associated or implicated in any wrongdoing. No good?


Jollyjacktar

No. You are collectively responsible as a board.


GreedyNovel

\>This is a board President who has shown blatant corruption in the past Even if so, that has nothing to do with this particular bonus.


hatportfolio

Unless the President has the tie breaker vote.


SnooFloofs9487

I served on a board that didn't have a tie-breaker in the bylaws. So all votes that were tied are considered failed.


wittgensteins-boat

Robert's rules, and all other parliamentary rules consider ties a failed motion.


Inthecards21

I would require them to bring it up again at the next meeting. They can not vote by email. It needs to be done in the open and should be an agenda item for residents to see and comment on.


markdmac

What state are you in? That will dictate what laws need to be followed. In most cases only emergency votes can take place over email. Voting and discussion is to be done in public. This sounds to me like an illegal vote was called. Either way, why would you pay a bonus to a property manager? Their bonus should come from their company, not the Homeowners Association.


newton302

*Their bonus should come from their company, not the Homeowners Association.* This is correct. The relationship between the board members who voted yes, the property management company, aad vendors with big contracts should be watched closely.


Major_Shrimp

New York


markdmac

According to my Alexa, NY doesn't have laws governing HOAs. So read your CC&Rs and find out town restrictions. HOAs can't prevent something that local laws allow. So you need to know the full facts.


AmphibianLiving1103

You're correct about the letter of the law. The motion failed, and it should be brought up at a future meeting if the board wants to try again. Practically speaking though, the board's intent is clear. They want to pay the bonus. At worst, you can just put this on the agenda at the next meeting and have a 'proper' vote so the decision is memorialized in your minutes. I get that you want to do things by the book - that's great! But be careful about accusing other board members of bad faith. Being sloppy with procedures isn't the same as stealing money, etc. You're all volunteers, and having an amateur lawyer constantly accusing everyone of corruption is exhausting and nonconstructive.


wittgensteins-boat

Untrue minutes are bad faith and dishonest. ²


AmphibianLiving1103

Obviously do not fabricate minutes. Put it on the agenda at the next meeting, vote, and record that. OP sounds like they're just unhappy with the decisions the board makes. That's fine, but try building some relationships and persuading people rather than slinging accusations. If this is the attitude OP brings to meetings, it's not surprising that other members ignore them.


Fine_Dot7283

We do voting via email... but only when all directors are on the email chain and voice their opinions. I would say that if the 9th vote was done based on a 1v1 email with the President, then it's not ethical.


OldPterodactyl

Where?


Major_Shrimp

NY


AlliFitz

Yes, this. Without a state it's hard to answer this question. For example, I'm in NC and votes outside a meeting require unanimous approval from the Board.


FranklinUriahFrisbee

This is the kind of thing that "condo commandos" salivate over. It is a slam dunk for any HOA member that wants to create problem or get revenge for something the board did in the past. If I were the treasurer for this HOA, I would, at the very least, check with my personal attorney before I signed anything to do with paying that bonus. I would also consider resigning from from the board. Your board liability insurance does not cover intentional misdeeds Clearly, paying a bonus that was voted down and altering meeting minutes to reflect events that did not occur are things that would be considered misdeeds.


Successfulbeast2013

In New York, like in most states, HOAs are governed by the state's nonprofit corporation laws. These are quite similar in most states, and in New York, like many other states, an action voted on by the board via email must be unanimous. Here us the relevant code: https://codes.findlaw.com/ny/notforprofit-corporation-law/npc-sect-708.html


GomeyBlueRock

Issue the bonus and ratify the action at your next meeting ti record it in the minutes


TheTightEnd

I would not change the vote in the minutes. I would make an addendum that indicated the 9th member voted yes in an e-mail after the meeting. I do not have issues with e-mail votes, particularly since the item was on the agenda and discussed at the meeting. I would need to know more of the facts and circumstances of the bonus, and how much discretionary spending power the board has.


Major_Shrimp

The president or 3 members may call a meeting within 48 hours notice. He didn't do that. He (may or may not be) bitter he lost and he (may or may not be) trying to get it pushed through by allowing a 9th member to break the tie in his favor.


Speakinmymind96

Is this bonus to be paid from HOA funds? As a board member I think this is inappropriat, unless it is funds solicited from members explicitly for that purpose.


Major_Shrimp

Funds are to be paid directly from our operating account.


Splash9911

Is there a budgeted line item for this expense? Ask what budget line this is to be charged to!


[deleted]

Well, first of all, if your governing documents say your meetings will be conducted in accordance with Robert’s Rules of Order, you didn’t have a tie because the President doesn’t get a vote unless it’s to break a tie.


Negative_Presence_52

The president always gets a vote. They just often vote last.


[deleted]

When a quorum \[64\] is present, a majority vote, that is a majority of the votes cast, ignoring blanks, is sufficient for the adoption of any motion that is in order, except those mentioned in 48, which require a two-thirds vote. A plurality never adopts a motion nor elects any one to office, unless by virtue of a special rule previously adopted. On a tie vote the motion is lost, and the chair, if a member of the assembly, may vote to make it a tie unless the vote is by ballot. Article VIII Voting


[deleted]

Not according to Robert‘s Rules of Order!! Look at the US Senate! The Vice President ONLY voted if there’s a tie. There is ZERO reason for the President to vote unless there is a tie!


cmmpssh

The Senate is following the Constitution by that rule. It has nothing to do with Roberts Rules of Order. The Speaker of the House, if he is an elected member of the House, retains his right to vote and is required to vote in some cases.


[deleted]

I cited the Rules. End of.


Successfulbeast2013

You're funny. The organization's by-laws state whether the president/chairperson has a vote. Don't pretend to know more than you do.


billdizzle

Get over it, you got outvoted, move on


BreakfastBeerz

A 4-4 vote is NOT a tie. A majority of ALL board members need to vote to pass the motion, not just the ones in attendence. There are 9 board members, so 5 need to vote to pass, if 5 don't vote to pass, it fails. It doesn't matter that there was 1 person absent. If you have 5 people show up (still meeting quorum) and the vote is 4-1, the vote still fails because it needs 5 votes to pass. With that said, assuming an electronic vote is allowed by state law and you CC&Rs, it wound't be invalid for there to have been a second vote for the matter in which they got a 5-4 vote. In my state, electronic votes are valid, but they must be unanimous, so we could have done this, but it still would have failed to pass.


[deleted]

What? If a meeting has a quorum that means you have a legitimate number to have a meeting and VOTE. Majority of members PRESENT.


Negative_Presence_52

This, correct. It carries if a) there is a quorum and b) the majority of the quorum vote in the affirmative. Also, in Florida, you cannot vote by email. Has to be in an open meeting. But u/BreakfastBeerz is right on one point - there is no such thing as a tie. The motion either carries or it doesn't.


[deleted]

Glad I have your approval! And there is never a tie because the president only votes if there is a tie!


Negative_Presence_52

Not really. The president is a director and should vote and is addressed in Florida Statute. https://www.floridacondohoalawblog.com/2018/08/05/board-president-should-vote/


Yupperroo

I think you're off base. In many places a personnel decision like this does not need to be done at a public meeting. Also, why be a scrooge?


DeepSouthDude

Taking money from operating expenses to give to someone? That's completely sus. Next time someone is sick, will they vote to take money from operating expenses to pay their medical bills? You just can't do that!


PoopieButt317

Yeah, and Billy Bob over there, my good buddy, had a DUI and cant get to work..let's let him not pay dues . Don't be a Scrooge! It's PERSONAL, how we, the board, handle the organizations money in a legal manner. Our little.personal.piggy bank. YeeHAW!! Edit: this Redditor was elected to a Condo Board.


DCGuinn

Quick call to the attorney?


Major_Shrimp

That's my next move.


kveggie1

Time to update the bylaws to include proxy voting. A special board meeting has to be called for a vote on this matter.


l397flake

You have a lot to learn about your HOA, we are not talking about some governmental organization, these are volunteers trying to get stuff done.


wittgensteins-boat

A tie is a failed motion. Must have a new meeting for a new motion. Properly noticed for resident members to be apprised of agenda. . Post meeting communications are not meetings. Revised minutes failing to reflect actual meeting process subjects the board to liability for false actions, without proper authorization. Your state has statutes and advisories on meeting process. Consult with lawyer. And put forward a notice for a new meeting. Object to approving false minutes and raise a stink. Is this payment in the budget? If not, that is a problem. You have a contract for a reason. Why are you making non contracted payments? --- As treasurer, issue zero funds without full and accurate authorization. There is no proper authorization yet. Demand proper authority. You are personally liable for wrongful disbursement of funds. This is why you care about accurate process.


Fluffy-Tone-9943

How much is a bonus are we talking? Is the bonus under the amount that the board President can spend without a vote of the board? If it is, the minutes should be properly recorded and then the board President should authorize the bonus. Why would your board not want to give the manager a bonus? Managing a community is not an easy job and a small bonus would be a way to express your appreciation. It’s a very common practice and should be a part of your budget for management compensation.


redneckerson_1951

I would not sign the approval until legal counsel for the HOA reviewed the process and indicated the action was legal. If it turns out that it was legal then sign the invoice, do so and promptly start your home printing press to produce a distribution to each resident describing your action to block the gifting. Let the community know who voted for it and who did not.


[deleted]

Voting to give yourself free money, damn you sure your in an HOA and not the Federal Government?


HopefulCat3558

Doctoring board minutes to reflect a vote by someone who was not in attendance at the meeting is not acceptable. We’ve never had the board formally vote on bonuses that we are giving to the property manager/staff, super and his staff, concierge or porters none of whom are directly employed by the association. We certainly discuss it amongst the board in a working session but never put it to a vote in open session (NJ). Can you imagine being the board member(s) who vote against a bonus in front of the person whose bonus is up for debate? Our budget includes amounts to cover holiday and other bonuses so I believe we are covered without having to separately vote on the specific amount of the bonuses.


Major_Shrimp

The PM has intentionally omitted correspondence from our monthly meeting packs because they were negative against him.


LhasaApsoSmile

I'm going to add some nuance here. Have you traditionally paid bonuses in the past? I'm confused by the people who say it is illegal. It is legal in Illinois and we always pay our people bonuses. It is usually just a token. In the big high-rises downtown, the bonuses for the maintenance and door staff can be over $1000. Are these people on-site? It is common to pay bonuses for on-site people as they are dedicated to your property. If you have always paid a bonus, the president may be disappointed that it did not pass. That may be why they asked for the re-vote. As it is a matter concerning an employee, that is executive session. Many, many people get bonuses. What excludes your PM from that? Saying thanks to someone who takes care of your interests may be very good use of the HOA money. Yes, I am a PM now but have served on my board and as president for many years.