OPA Board Procedures Questioned
from Joe Reynolds Below is an email I sent to the Ocean Pines Board of Directors, as well as a reply from President Dan Stachurski, Director Tom Sandusky, and Director Mark Venit who made a motion at the 6/16/2004 board meeting to create an Investments Advisory Committee. After discussion the motion passed 4-3. There is some confusion over what the motion said, and there was no "reading" of the motion prior to a vote, as required by Roberts Rules and plain common sense. Apparently the OPA Board, based on comments from board members below, decides some time after the meeting, perhaps two weeks or more, the actual words voted on at the meeting. At any rate, read the email exchanges below and make up your own mind.
My email to board:
Gentlemen, I am trying to clear up some facts related to Director Venit's proposal to create an investment advisory committee at the 6/16/2004 board meeting.
The Ocean Pines Independent reported in its 6/23/2004 edition, page 13, that the motion was carried 4-3 but only as "a temporary goal-specific special task force as an adjunct subgroup of the standing Budget and Finance Advisory Committee."
It seems to me that Director Stachurski suggested this to Director Venit, but Director Venit declined and asked that his original proposal stand.
So, could you kindly provide me with the actual wording of the resolution as it was approved by the board at the 6/16/2004 meeting?
President Dan Stachurski's reply to my email:
The 'official' wording of this resolution will be contained in the minutes of this meeting when they are approved and published by the Board. I, for one, rely on the tape machine and memory of our Assistant Secretary, Phyllis East, for accurate reporting on these measures, as I believe the rest of the Board of Directors does. The minutes should be available in a couple of weeks.
Those of us on the Board have also learned, through experience, that John Bozman seldom makes a reporting error -- he, too, backs up his notes and memory with a tape of each meeting. You might want to check with John if you, for some reason, haven't time to wait for official meeting minutes.
Dan Stachurski, President
Ocean Pines Association Board of Directors
Director Mark Venit's reply to my email:
Dave took the minutes, so you'd need to check with him. Indeed I did not agree to what Bozman reported. My formal resolution (legal format, mission statement, etc.) will be prepared in a week or so, prior to the July Board meeting.
-- Mark j
My comment on all the above - one must wonder why motions made and then passed or rejected by the Board of Directors are not spelled out clearly and concisely, in writing, before any vote is taken. There should be no debate days after a meeting as to what official action the board voted to take on a formal motion.
In my opinion, the secretary at the meeting should write down the words of any resolution to be actually voted upon, after discussion and final agreement on what is up for vote, and then read those exact words prior to the vote. I would suggest the Board implement such a policy as standard procedure.
Here's an email I received from Director Tom Sandusky in response to my comment just above and my emailed reply to Tom and other board members:
Director Tom Sandusky said:
You really need to attend board meetings regularly. You would then see that our recording secretary, normally Mrs. East, does indeed record all motions in shorthand, and that directors occasionally ask her to read back what we are about to discuss and vote upon. Most directors also make brief notes on the motion, so that we typically know what business is at hand. Then, after consulting her tape recording of the meetings, Mrs. East compares her shorthand records against the verbal recordings, before sending the minutes to each director for comments. So, no need to re-invent the wheel here.
Tom, thanks for your reply.
When our Board of Directors votes on a motion made by any member there should be no question about the exact words of the motion even 5 minutes after the vote, much less days or weeks after the vote. Most importantly, there should be no question of the EXACT wording of a motion BEFORE a vote is taken. The exact words of a motion should be determined BEFORE a vote, and not left to memory, often confusing audio tapes, or anyone's personal notes.
My suggestion is not to reinvent the wheel; my suggestion is to do what any reasonable person would deem appropriate for a Board controlling the business of a corporation the size of OPA. The Board should not be relying on anyone's personal notes or Mrs. East's interpretation of often confusing dialog on a tape, or even later private debate among board members as to the exact language of a resolution.
My suggestion seems perfectly reasonable, and certainly prudent - after a motion is made and all discussion and any alterations made, the recording secretary immediately creates a handwritten copy and then reads the final motion to be voted on. That written copy then represents the EXACT motion approved or disapproved by the board.
Whether I have attended one meeting or 100 meetings is not the issue. The issue is proper handling of the business of the association. The motion and vote on the resolution to create an investment committee is a perfect example of the pitfalls of not having a written motion, approved by all directors, BEFORE a vote is taken.
So, I'll ask again - can anyone tell me TODAY the exact language of the motion the OPA Board of Directors actually voted on last June 16 related to the investment advisory committee? What I am hearing is that neither the president nor any member of the board thus far knows the exact language of a proposal that was voted on and passed by the Board. If that is not what I am hearing, please provide text of what the board approved. That should not be asking too much.
I do realize the reasonable and prudent approach might add 5 minutes or so to the time before a vote is taken, but in my view, and I believe any reasonable person's view, the people of Ocean Pines have an expectation of the Board knowing the EXACT language of motions BEFORE voting.
And an additional email from me to the board:
The OPA By-Laws say:
5.16 Robert’s Rules of Order. Robert’s Rules of Order, as they may be revised from time to time, shall be used to regulate and govern the conduct of all official meetings of the Board of Directors and the members of the Association, to the extent that they are not inconsistent with the Articles of Incorporation, By-laws, Resolutions or other official documents of the Association.
I do not know if OPA has any rules that override Roberts on how a motion is put and voted, however Roberts Rules clearly states the chair should READ the question to be voted.
I suppose my question is - does Roberts Rules apply to how the OPA Board should handle motions?
Whether Roberts applies or not, plain common sense dictates a READING of any motion prior to a vote.
From Roberts Rules
9. Putting the Question and Announcing the Vote. When the debate appears to have closed, the chair asks again, "Are you ready for the question?" If no one rises he proceeds to put the question -- that is, to take the vote on the question, first calling for the affirmative and then for the negative vote. In putting the question the chair should make perfectly clear what the question is that the assembly is to decide. If the question is on the adoption of a resolution, unless it has been read very recently, it should be read again
Email from Director Tom Sandusky:
Not being privy to any exchange you may have had with other directors, I cannot really guess at why you feel there is confusion over the investment committee vote. Far as I can tell, you are the only one confused. However, I take your point, and suspect the board might discuss it at a work session.
Thanks for your suggestion.
And my reply:
Thanks for the reply, Tom.
My initial confusion on the investment committee report was caused by reading John Bozman's account of the motion in the Independent, while I had a very different recollection of the motion. I then asked the board to provide me with the actual language of what was voted on and was told it might be days or weeks before it would be available. Plain old common sense suggested to me that there should be a written copy of a resolution prior to any vote, and the text should be available immediately and not subject to later interpretation and/or discussion. Further checking revealed the Roberts Rules part of our by-laws and RR's requirement that motions be READ before a vote. No motion was READ before the vote as there was nothing to read. That's it. Pure and simple.
I appreciate you suggesting the board may take a look at the process of how motions are handled. It's the right thing to do.