Article II — Association Meetings and Voting of Members

Sound Legal — Original

Section 2.1 Place & Electronic Communication Equipment (Owner Meetings). All Owner meetings of the Association shall be held at any reasonable place determined by the Board. Meetings may be conducted by telephonic, video, or other conferencing process ("Electronic Meeting"), if: (a) the meeting notice states the conferencing process to be used and provides information explaining how Owners may participate; (b) the process provides participants the opportunity to hear or perceive the discussion and to comment; and (c) any person entitled to participate is given the option of participating by telephone. At an Electronic Meeting of the Owners, the Board may temporarily mute Owners only to the extent necessary to maintain order. A vote of the Owners present at an Electronic Meeting is required to permanently mute or remove an Owner.

Section 2.1 — Place & Electronic Communication (Member Meetings)

All Member meetings of the Association shall be held at any place determined by the Board. Meetings may be conducted by telephonic, video, or other conferencing process, if: (a) the meeting notice states the conferencing process to be used and provides information explaining how Members may participate; (b) the process provides participants the opportunity to hear or perceive the discussion and to comment; and (c) any person entitled to participate in the meeting is given the option of participating by telephone. At a Meeting of the Members, the chair, to the extent necessary to maintain order, may after warning by the chair, temporarily mute a member who disrupts the meeting. A vote of the Members present is required to permanently mute or remove a Member.

What Changed & Why

Meetings anyone can join. Meetings can be held online or by phone, as long as the notice explains how to join, everyone can hear and speak, and there's always a phone option. Joining remotely should be a real substitute for showing up, not a lesser seat.

New: limits on muting. The chair can temporarily mute someone only to keep order, only after a warning, and only if they're disrupting the meeting. This now covers every member meeting, not just online ones. Muting someone permanently or removing them still takes a vote of the members present, so no single person can silence a member they disagree with.

Sound Legal — Original

Section 2.2 Voting Rights. Owners have such voting rights as are set forth in the Declaration, and each Unit shall be entitled to a single vote in the Association and may not be cast as fractional votes. The weight of the vote shall be the percentage set forth in the Declaration, or in the absence of such a percentage, one divided by the total number of Units in the Association. If only one of several Owners of a Unit casts a vote at a meeting, that vote must be counted as casting all votes allocated to the Unit. If more than one Owner casts a vote for a Unit and the votes are not identical, no vote from any Owner of the Unit may be counted. If an Owner who signed an absentee ballot or proxy in advance of a meeting attends the meeting, the absentee ballot or proxy shall be deemed revoked. In any vote of the Owners, votes allocated to a Unit owned by the Association must be cast in the same proportion as the votes cast on the matter by Unit Owners other than the Association.

Section 2.2 — Voting Rights

Each Lot shall be entitled to a single vote. If more than one Member casts a vote for a Lot and the votes are not identical, the latest vote cast shall be counted. If a Member who signed an absentee ballot in advance of a meeting casts a ballot in person, the absentee ballot shall be deemed revoked.

What Changed & Why

One lot, one vote. Each lot gets a single vote, whichever way it's cast.

Changed: when co-owners disagree. If two owners of the same lot vote differently, the most recent vote counts. Before, both votes were thrown out and the lot wasn't counted at all.

Changed: absentee ballots. If you send an absentee ballot and then vote in person, your in-person ballot replaces it, so a lot can't vote twice. Just showing up to watch doesn't cancel your absentee ballot.

Also removed: rules on vote weighting and on lots owned by the Association.

Sound Legal — Original

Section 2.3 Voting Methods at a Meeting. Owners or their proxies who are present in person at a meeting of the members may vote by voice vote, show of hands, standing, written ballot, or any other method for determining the votes of Owners, as designated by the chairperson. If and only if the Association is fully bound by RCW 64.90, the following votes of Unit Owners shall be conducted by secret ballot: (a) election of Directors; (b) removal of Directors; and (c) amendments to the Declaration or other governing documents. Secret ballots shall not be opened or reviewed prior to commencement of the meeting, and the counting of secret ballots for election or removal of a Director may not be conducted by any person whose position on the board is at stake.

Section 2.3 — Voting Methods at a Meeting

The following votes of Members shall be conducted by secret ballot: (a) election of Directors of the Association's Board of Directors; (b) removal of Directors; and (c) amendments to the Declaration or other governing documents.

At a meeting of Members held pursuant to this section, the secret ballots physically received by the association must be opened and counted and the results of the secret ballots received by the association by electronic means must be reviewed, announced, and recorded in the meeting minutes. Ballots shall be opened, counted, results announced and recorded by the board designee. Candidates, board members, and contractors with a personal interest in the outcome may not be the designee and may not handle, access, or count ballots.

Any member who was eligible to vote in the election may submit a written election protest to the Board or its designee once the election has been completed in accordance with the process outlined by the board.

What Changed & Why

Secret ballots for the biggest votes. Electing Directors, removing Directors, and changing governing documents always use a secret ballot, so no one faces pressure or payback for how they voted. Before, this applied only if the Association was fully covered by the state HOA law.

New: a neutral ballot counter. A board designee opens and counts the ballots and records the results in the minutes. Candidates, board members, and contractors with a stake in the outcome can't be the designee or touch the ballots, so the count can't be steered by someone who benefits from the result.

New: the right to protest an election. Before, there was no way to dispute an election short of going to court. Now any eligible voter can file a written protest after the election. As written, the board sets the review process. The proposed language below would add two guarantees: an independent reviewer, and no costs or retaliation for a good-faith protest.

Sound Legal — Original

Section 2.4 Voting by Absentee Ballot at a Meeting. At the Board's discretion, Owners may vote by duly executed absentee ballot if provided as part of the meeting's notice. The absentee ballot must be provided by the Board in the meeting notice and shall satisfy any requirements under the Act. Absentee ballots, if utilized, shall be sent to all Owners in the same manner as notice of meetings, with a specified deadline for the return of the absentee ballots, which shall be no later than the adjournment of the meeting. An absentee ballot shall count towards quorum for all business conducted at the meeting.

Section 2.4 — Voting by Absentee Ballot at a Meeting

Members may vote by duly executed absentee ballot if provided as part of the meeting's notice. The absentee ballot must be provided by the Board in the meeting notice. Absentee ballots shall be sent to all Members in the same manner as notice of meetings, with a specified deadline for the return of the absentee ballots, which shall be no later than the commencement of the meeting. An absentee ballot shall count towards quorum for all business conducted at the meeting.

What Changed & Why

Vote without being there. Members can vote by absentee ballot, which comes with the meeting notice. Before, the board could choose not to offer absentee ballots at all. That choice is gone, so taking part no longer depends on the board's willingness from meeting to meeting.

New: absentee ballots are due when the meeting starts, not when it ends. They still count toward quorum, so a meeting isn't derailed just because few people come in person.

Sound Legal — Original

Section 2.5 Annual Meeting. The annual meeting of the Owners of the Association shall be held in the last quarter of the calendar year, at such date, time and place as the Board shall determine. Should the Board fail to hold an annual meeting in any calendar year, it shall endeavor to hold the meeting as soon as reasonably possible. The purposes of the annual meeting shall be to elect Directors or fill vacancies on the Board, and for the transaction of any other business as may properly come before the meeting. For the election of Directors, candidates shall be elected by plurality vote, with the candidate(s) receiving the largest number of votes being elected. Cumulative voting is not permitted. If more than one Director position is up for vote with different term lengths, the candidate(s) with the highest number of votes will obtain the longest Director position.

Section 2.5 — Annual Meeting

The annual meeting of the Members of the Association shall be held at such date, time and place as the Board shall determine. The purposes of the annual meeting shall be to elect Directors or fill vacancies on the Board, and for the transaction of any other business as may properly come before the meeting. Candidates shall be elected to the Board of Directors with the candidate(s) receiving the largest number of votes being seated on the Board. In the event of a tie, the board will conduct a run-off election within 60 days.

Prior to any election of Directors, the Association must provide notice to Members of: (a) the number of Director positions that may be filled, (b) the process, manner, and deadline for submitting nominations and candidate statements as determined by the Board, and (c) the right to submit a write-in candidate.

The board shall provide space in the ballot for write-in candidates. Within 5 days of submission, the board or its designee will certify that candidates are members who meet the qualifications. Candidates who have been notified that they are ineligible must be given at least 5 days in which to respond.

What Changed & Why

A yearly election members can count on. The annual meeting is where members elect Directors. The board sets the date, but it can't change what the meeting is for.

What's new:

  • The candidates with the most votes win. A tie goes to a runoff within 60 days, so a tied seat can't sit empty.
  • Before an election, members are told how many seats are open, how and when to submit nominations and candidate statements, and that they can write in a candidate. Ballots include space for write-ins.
  • Within 5 days of a nomination, the board or its designee confirms the candidate is eligible. A candidate found ineligible gets at least 5 days to respond, so an eligibility check can't knock someone off the ballot without a fair chance.

Removed: the requirement to hold the meeting in the last three months of the year, and the rules on cumulative voting and term lengths.

A proposal to give each seat its own race is just below.

New Proposal: Seat-by-Seat Elections

Today, every candidate runs together and the top vote-getters fill the open seats. This proposal gives each board seat a label, and each candidate runs for one specific seat. Every seat becomes its own small race. Board seats aren't tied to officer positions today, and labeling them doesn't change that: officers are still chosen by the board after the election (see Article 4).

Proposed Language — Addition to Section 2.5

All director positions shall be clearly labeled, and candidates for those positions may run for only one position at a time, which must be clearly stated on the ballot. The candidate for each position who receives the largest number of votes shall be seated on the Board for that position. Positions for which no candidate has applied shall be filled by plurality from among the candidates who were not seated in the position they ran for. If more than one position is filled this way, the candidate with the most votes shall fill the position with the longest term.

Why This Matters

When seats have different term lengths, an all-together race leaves it unclear who gets which seat. With labeled seats, voters know exactly which seat a candidate wants, how long its term is, and who they're choosing between.

The trade-off. Candidates have to pick a seat, so two strong candidates who choose the same seat can't both win, even if both would have finished near the top in an all-together race.

Empty seats. Seats nobody ran for don't sit empty. They go to the candidates who didn't win their own seat, in order of most votes, and the top vote-getter among them takes the longest term. That also softens the trade-off: a strong candidate who loses a close race can still join the board if another seat is open.

This is how Washington runs its own local elections: when several seats share a title, like city council, each gets a position number and is treated as a separate office (RCW 29A.24.010). That law covers public offices, not HOAs, but it's a familiar model. Further reading: Mercer Island, "What is the purpose of Council position numbers?" · Campaign Legal Center, What Is an At-Large Election?

Sound Legal — Original

A special meeting of the Owners of the Association for any purpose or purposes permitted hereunder or by law, may be called by the President of the Association, by resolution of the Board, upon written request of a majority of the Members of the Board, or upon the written request of Owners representing not less than twenty percent (20%) of the total votes in the Association. At the time such meeting is called by the President or Board resolution, or within a reasonable time after a meeting is called by written request of Owners as set forth above, the Board shall promptly deliver to Owners a notice of the special meeting that includes the time and place of the meeting and the business to be placed on the agenda for a vote of the Owners, including the text of any proposed amendment to the Declaration, Articles of Incorporation, Bylaws, and any proposal to remove a Director. For special meetings called by the Owners, the Board may exclude from the agenda any proposal that conflicts with the law or the Association's governing documents, including decisions that lie wholly within the purview of the Board. Not less than fourteen (14) nor more than fifty (50) days in advance of the meeting date the Secretary or their designee shall provide notice of the meeting. If the Association does not provide notice to Unit Owners of the special meeting within thirty (30) days after twenty per cent (20%) of Owners request the Secretary to do so, the requesting Owners may directly provide notice to all the Unit Owners of the meeting. The Unit Owners may discuss at a special meeting a matter not specifically set forth in the special meeting's notice but may not take action on the matter without the consent of all Unit Owners of the Association.

Section 2.6 — Special Meetings of Members

A special meeting of the Members of the Association for any purpose, may be called by the President of the Association, a majority of the Members of the Board, or upon the written request of Members representing not less than twenty percent (20%) of the total votes in the Association. At the time such meeting is called by the President or Board, or within a reasonable time after a meeting is called by written request of Members as set forth above, the Board shall promptly deliver to Members a notice of the special meeting that includes the time and place of the meeting and the business to be placed on the agenda for a vote of the Members, including the text of any proposed amendment to the Covenants, Articles of Incorporation or Amendment, Bylaws, and any proposal to remove a Director.

Not less than fourteen (14) nor more than fifty (50) days in advance of the meeting date, the Secretary or their designee shall provide written notice of the meeting stating the place, day, and hour of such meeting, and the purpose or purposes for which the meeting is called. If the Association does not provide notice to Members of the special meeting within thirty (30) days after twenty per cent (20%) of Members request the Secretary to do so, the requesting Members may directly provide notice to all the Members of the meeting. The Members may discuss at a special meeting a matter not specifically set forth in the special meeting's notice but may not take action on items that are not on the advertised agenda.

What Changed & Why

Members can call a meeting. The President, a majority of the board, or members holding 20% of the votes can call a special meeting, including one to remove a Director. If the board doesn't send notice within 30 days of a member request, the members can send it themselves, so the board can't block a meeting by sitting on it.

What changed:

  • Removed: the board's power to leave member proposals off the agenda.
  • The notice must state the place, day, time, and purpose of the meeting.
  • Members can discuss anything at a special meeting, but can only vote on items in the notice. Before, an unlisted item could be acted on only with the consent of every member.

Sound Legal — Original

Within thirty days after adoption of any proposed budget (including those adopting a special assessment), the Board must provide a copy of the budget to all Owners and set a date for a meeting of the Owners to consider ratification of the budget not less than fourteen (14) nor more than fifty (50) days after providing the budget. Unless at that meeting the Owners to which a majority of the votes in the Association are allocated reject the budget, the budget and the assessments against the Units included in the budget are ratified, whether or not a quorum is present. The budget shall include the information required under RCW 64.90.525 as in effect at any given time or any successor statute thereto. The Board may provide that a special assessment may be due and payable in installments over any period it determines and may provide a discount for early payment. If the proposed budget is rejected or the required notice is not given, the periodic budget last ratified by the Owners continues until the Owners ratify a subsequent budget proposed by the Board.

Section 2.7 — Budget Ratification Meeting

Within thirty days after adoption of any proposed budget (including those adopting a special assessment), the Board must provide a copy of the budget to all Members and set a date for a meeting of the Members to consider ratification of the budget not less than fourteen (14) nor more than fifty (50) days after providing the budget. Unless at that meeting a majority of the eligible votes in the Association reject the budget, the budget and the assessments against the lots included in the budget are ratified, whether or not a quorum is present. The budget shall include the information required under RCW 64.90.525 or any successor statute. The Board may provide that a special assessment may be due and payable in installments over any period it determines and may provide a discount for early payment.

If the proposed budget is rejected or the required notice is not given, the periodic budget last ratified by the Members continues until the Members ratify a subsequent budget proposed by the Board.

What Changed & Why

Members get a say on the budget. After the board adopts a budget, every member gets a copy and a meeting to consider it. The budget is approved unless a majority of all eligible votes in the Association reject it, even if quorum isn't reached.

That means stopping a budget takes organized opposition, not just low turnout, but a truly unpopular budget can still be voted down. If a budget is rejected, the last approved budget stays in place, so the Association is never left without one.

The changes here are wording only.

Sound Legal — Original

It shall be the duty of the Secretary to give notice of each annual or special meeting of the Owners, and the Secretary may enlist the assistance of any Director, officer or the Managing Agent in providing notice. Unless otherwise provided by law, the Declaration or these Bylaws, all notices given under the governing documents shall be in writing and may be delivered personally, by mail, or by email to those consenting to electronic notice. The notice of any meeting of the Owners shall state the time and place of the meeting and the items on the agenda to be voted on by the Owners, including the text of any proposed amendment to the Declaration, Bylaws or Articles, changes in the previously approved budget that result in a proposed increase in assessment obligations, and any proposal to remove a Director. Notice shall be deemed delivered as set forth in the Act. At an annual meeting, new business may be conducted on items even if not set forth on the agenda.

Section 2.8 — Notice of Meetings of Members

It shall be the duty of the Secretary or designee to give notice of each annual or special meeting of the Members. All notices given under the governing documents shall be in writing and delivered by mail and may be sent by email to those consenting to electronic notice.

What Changed & Why

Who sends notice, and how. The Secretary, or someone they designate, is responsible for sending notice of every member meeting. If notice never goes out, it's clear who was accountable.

New: meeting notices must go by mail, with email as an extra for members who've agreed to it. Email is easy to miss or filter, and missing a meeting notice can mean missing your chance to vote. Mail is harder to overlook. That's a deliberate exception to Article 1, which lets members choose email instead of mail.

Sound Legal — Original

Except where expressly prohibited by law or the Articles of Incorporation, notice of the day, place, hour and purpose or purposes of any meeting of the Owners may be waived in writing by any Owner at any time, either before or after the meeting; however, attendance at the meeting in person or by proxy shall constitute a waiver of notice of the meeting unless prior to or immediately upon commencement of such meeting the Owner in attendance asserts that proper notice was not given.

Section 2.9 — Waiver of Notice

This section has been removed. Open the Sound Legal tab to see the original wording.

What Changed & Why

Removed: state law covers it. This section explained when a member gives up the right to object to how a meeting was noticed. It rarely comes up, and state law already handles it, so the committee chose to let the law carry it.

Sound Legal — Original

At any meeting of Owners, the presence in person, absentee ballot, or by proxy of fifty percent (50%) of the total votes of the Owners in the Association shall constitute a quorum for the transaction of business. Quorum may be established at any time after the meeting is called to order, but no business conducted prior to obtaining quorum shall be valid. The Owners present at a duly convened meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough Owners to leave less than a quorum. The vote of a majority of the votes of Owners present in person or by proxy at a meeting at which there is a quorum shall be the act of the Association, except as otherwise provided herein, by law or by the Declaration or Articles of Incorporation.

Section 2.10 — Quorum

At any meeting of Members, the presence in person, absentee ballot, or by proxy of 20% of the total votes of the Members in the Association shall constitute a quorum for the transaction of business. Quorum may be established at any time after the meeting is called to order, but no business conducted prior to obtaining quorum shall be valid. The Members present at a duly convened meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum. The vote of a majority of the votes of Members present in person or by proxy at a meeting at which there is a quorum shall be the act of the Association.

What Changed & Why

How many need to take part. Quorum is the minimum participation needed for a meeting's votes to count. This lowers it from 50% of all votes (about 145 lots) to 20% (about 58 lots), counting members there in person, by proxy, or by absentee ballot. 20% is the default in Washington's HOA law (RCW 64.90.450).

Lakemoor has reached 20% in every election for the last five years. Since votes only count when there's a quorum, a reachable quorum means the votes members cast actually count, while still requiring at least 58 lots to take part.

Sound Legal — Original

If any meeting of the Association cannot be organized because of a failure to obtain a quorum, a majority of the Owners present, in person or by proxy, may adjourn the meeting to a time not less than fourteen (14) nor more than fifty (50) days from the time the original meeting was called. At the reconvened meeting, if a quorum is present, any business which might have been transacted at the meeting originally called may be transacted. Any absentee ballots and proxies valid at the original meeting shall be valid at the reconvened meeting unless the ballot or proxy indicates otherwise. When an Association meeting is adjourned to another time or place, notice of the reconvened meeting must be given to all Owners not less than fourteen (14) nor more than fifty (50) days in advance.

Section 2.11 — Adjourned Meetings

If any meeting of the Association cannot be held because of a failure to obtain a quorum, a majority of the Members present, in person or by proxy, may adjourn the meeting to a time not less than fourteen (14) nor more than fifty (50) days from the time the original meeting was called. At the reconvened meeting, if a quorum is present, any business which might have been transacted at the meeting originally called may be transacted. Any absentee ballots and proxies valid at the original meeting shall be valid at the reconvened meeting unless the ballot or proxy indicates otherwise. When an Association meeting is adjourned to another time or place, notice of the reconvened meeting must be given to all Members not less than fourteen (14) nor more than fifty (50) days in advance.

What Changed & Why

A second try when quorum isn't met. If a meeting can't reach quorum, the members present can reschedule it for 14 to 50 days later. Absentee ballots and proxies from the first meeting still count at the rescheduled one, so members who already voted don't have to vote again. The only change is one word: "organized" became "held."

Sound Legal — Original

A proxy must be executed in writing by an Owner or its duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy form. Revocation of a proxy shall not be effective until written notice thereof has actually been received by the person presiding over a meeting of the corporation, or, in the absence of a meeting, the Secretary or Managing Agent that the Board may specify. No proxy shall be effective if it is not dated or purports to be revocable without notice. The Board may designate a particular proxy form for a proxy to be valid. A proxy may be delivered to the Secretary (or any other officer or Managing Agent that the Board may specify) by personal delivery, U.S. mail, facsimile, scanned via email, or any other method approved by the Board.

Section 2.12 — Proxies

A proxy must be dated and executed in writing by a Member. The Board shall designate a proxy form. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy form. Revocation of a proxy shall not be effective until written notice thereof has actually been received by the Board or its designee. No proxy shall be effective if it is not dated. A proxy may be delivered to the Board by any method approved by the Board. A proxy will be considered valid upon confirmation of receipt by the Board or its designee.

What Changed & Why

Sending someone to vote for you. A proxy lets another person vote on your behalf. It must be in writing, dated, and on the board's proxy form. If it isn't dated and in writing, it isn't a proxy. It lasts up to 11 months, the limit in state law (RCW 64.90.455), and the form can set a shorter time.

New: a proxy counts once the board or its designee confirms it was received, so both you and the board know it's valid. To cancel a proxy, send written notice to the board or its designee.

Sound Legal — Original

With regard to any matter for which Owner approval is required, the Board may decide that voting of the Owners shall be conducted by mail, email, or other Electronic Transmission as permitted by the Act & RCW 24.03A. Procedures for such voting (including ballot procedures set forth in the Act) may be adopted by the Board provided they are consistent with the above laws and meet the intent of the Declaration and Bylaws to provide the Owners with adequate notice and opportunity to vote. Notice and quorum requirements for such voting shall be the same as for a meeting of the Association. If a vote is performed without a meeting of the owners, notice of its outcome must be provided to all Owners. A vote without a meeting may not be used (a) in lieu of an annual meeting of the Owners, (b) to remove a Director, or (c) for ratifying a budget.

Section 2.13 — Voting Without a Meeting

The Board may establish procedures for voting without a meeting, providing there is adequate notice and opportunity to vote. Notice and quorum requirements for such voting shall be the same as for a meeting of the Association. Notice of any outcome must be provided to all Members. A vote without a meeting may not be used (a) in lieu of an annual meeting of the Members, (b) to remove a Director, or (c) for ratifying a budget.

What Changed & Why

Voting by mail or online. The board can hold a vote without a meeting, with the same notice and quorum rules as a meeting, and must tell all members the result. It can't be used to replace the annual meeting, remove a Director, or approve a budget; those need a real meeting. The wording is shorter and no longer lists specific methods like mail or email.

Sound Legal — Original

Except as otherwise provided in the Declaration or these Bylaws, the Board shall in all respects determine the method of voting for a particular issue, at a particular meeting, or with respect to election of any Director(s), including but not limited to the form of all ballots, consents, proxies, directed proxies, written consent forms, and the wording of questions thereon and date for return of same. The Board may also include on such voting forms any questions on which it seeks an advisory vote.

Section 2.14 — Method of Voting

Except as otherwise provided in the Covenants or these Bylaws, the Board shall in all respects determine the method of voting for particular issues, at a particular meeting, or with respect to election of any Director(s). The Board may also include on such voting forms any questions on which it seeks an advisory vote.

What Changed & Why

The board picks the voting method. Unless these bylaws or the Covenants say otherwise, the board decides how each vote is held. It can also add advisory questions to a ballot to hear members' views. The long list of form types was trimmed. Who counts the ballots is covered in Section 2.3.

Sound Legal — Original

The Board President shall preside as chair of all Association meetings unless absent or a majority of the Board appoints another person to preside as chair. The Secretary shall keep the minutes of the meeting and record in a minute book all resolutions adopted at Association meetings. On the presiding officer's or the Board's direction, reference may be made to the most current available edition of Robert's Rules of Order to determine any parliamentary procedure or other question which may arise at any meeting. Other than the Secretary or other person required to take meeting minutes, audio or video recording of any Board, Association or Committee meeting is only allowed if approved by the person presiding over the meeting and no objection is raised by any person in attendance.

Section 2.15 — Conduct at Member Meetings

The Board President shall preside as chair of all Association meetings unless absent or a majority of the Board appoints another person to preside as chair. The Secretary shall keep the minutes of the meeting and record resolutions adopted at Association meetings. On the presiding officer's or the Board's direction, reference may be made to the most current available edition of Robert's Rules of Order to determine any parliamentary procedure or other question which may arise at any meeting. In absence of the Board's direction, Members' Meeting procedures will default to Robert's Rules of Order.

Audio or video recording of any Association meeting is only allowed if the recording is for personal use and also approved by the person presiding over the meeting.

What Changed & Why

Running a member meeting. The board President chairs member meetings unless absent or the board picks someone else, and the Secretary keeps the minutes. New: if the board doesn't choose rules of procedure, Robert's Rules of Order apply by default, so there's always a clear process for what counts as a valid vote.

Recording. Members may record a meeting for personal use with the chair's approval. Before, any one person in the room could block a recording by objecting.

Open question: should recording rules live in the bylaws or a board policy? In the bylaws, a member's right to record is protected and harder to change. In a policy, the board can change it by majority vote. Because this is a member meeting, not a board meeting, there's a case for protecting it in the bylaws.

Sound Legal — Original

An Owner present at a meeting of owners at which action is taken on any matter put to a vote of the membership shall be presumed to have assented to the action taken unless that Owner's dissent or abstention is entered in the minutes of the meeting, or unless such member files a written dissent or abstention to such action with the person acting as secretary of the meeting before the adjournment thereof, or forwards such dissent or abstention to the secretary of the Association immediately after the adjournment of the meeting. The right to dissent or abstain shall not apply to an Owner who voted in favor of an action.

Section 2.16 — Optional Recording of Dissent or Abstention

A Member present at a meeting of Members at which a vote is taken on any matter may request to have that Member's dissent or abstention entered in the minutes of the meeting, may file a written dissent or abstention to such action with the person acting as secretary of the meeting before the adjournment of the meeting, or forward such dissent or abstention to the secretary of the Association within 48 hours after the announcement of the results of the meeting. The right to dissent or abstain shall not apply to a Member by roll call who voted in favor of an action.

What Changed & Why

Putting your "no" on the record. Members can ask to have their dissent or abstention noted in the minutes, hand it to the meeting secretary before the meeting ends, or send it to the Association's Secretary within 48 hours after the results are announced.

Before, members who attended were presumed to agree unless they did this, and the deadline was "immediately after" the meeting. Now it's simply an option, with a real deadline. If a member vote has unintended consequences, those who disagreed have a record of it.

Sound Legal — Original

Minutes of all Association meetings shall be maintained in a record by the Secretary of the Association or by another person designated by the Directors. The decision of each matter voted upon at an Association meeting must be recorded in the minutes. Minutes for every meeting shall be approved by the Association before or at the next Association meeting.

Section 2.17 — Minutes

Minutes of all Association meetings shall be maintained in a record by the Secretary of the Association or by another person designated by the Directors. The decision of each matter voted upon at an Association meeting must be recorded in the minutes. Minutes for every meeting shall be approved by the Association before or at the next Association meeting.

What Changed & Why

No change. The Secretary keeps minutes of every member meeting and records the result of each vote. Minutes are approved at or before the next member meeting, so the official record can't be delayed indefinitely.