Friday, September 14, 2012
WHAT IS THIS VOTE ABOUT ON SEPT 24?
A vote is going to be taken on September 24, 2012 regarding amending the by-laws to allow e-mail voting.
Nobody seems to know for sure who it is that we might be agreeing to allow to vote via e-mail. Is it the board or is it the members?
Julie told those attending the meeting that if it is changed that a vote could be taken without having to have a special meeting.
Every single lot owner should have been given the exact language of the proposed by-law change to allow everyone time to study it. The wording is critical. We need specifics. Exactly which by-law will it amend? Why did they let everyone know in the newsletter about this beforehand so lot owners who were not able to attend could have some input when they handed their proxy over? And speaking of proxies why did they make it a general proxy?
If the board is allowed to sit back and "have meetings" via e-mail we'll never know what they are doing, even worse than it is today! It will be a way to keep you in the dark.
If it is to allow members to vote, many do not check their e-mail often; some don't even have computers.
TAKE A STAND FOR WHAT IS RIGHT! DO NOT ALLOW THE BURNING TREE MASTER ASSOCIATION BOARD THE OPPORTUNITY TO USE YOUR PROXY AGAINST YOU! THIS WILL HAPPEN IF YOU TO GIVE THEM YOUR PROXY! Plus career board members will stay on doing things the same old way.
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We need to clarify what the By-Laws say regarding the Annual Meeting of the Members, Proxies, and Board Meetings.
ReplyDeleteArticle V, paragraph 3); #1, Requires written notice to be mailed to each member "ENTITLED TO VOTE" 10 days before the meeting. #2, Requires the notice to specify (a) the place, (b) the day, (c) the hour of the meeting. In case of a SPECIAL MEETING, (which an Annual Meeting is NOT) the purpose of the meeting is to be included within the notice. Therefore, notice of consideration of any other business, including amendments to by-laws, is NOT required to be given prior to the regular Annual Meeting. Other business can be discussed and voted on at a Annual Meeting except for "special assessments" or an increase in regular assessments above the limit allowed for the Board to increase on its own.
Article XIV, AMENDMENTS, allow amendments to the by-laws to be voted on at a REGULAR or SPECIAL MEETING OF THE MEMBERS.
Special Meeting of the Members require the notice to include the purpose of the meeting to be included and is limited to voting only on the subject and purpose of the meeting. No business which was not included within the notice can be voted on. Special Assessments and increases above the Board's permitted limit requires a 30 day notice.
Proxy voting is permitted and is not defined as "general" or "specific" within the by-laws. Since only ELIGIBLE VOTERS may vote in any meeting of the members a proxy must be from an eligible voter and can only be exercised by an eligible voter and is revocable at any time by the proxy giver. The Board has no power to restrict the vote of a legitimate proxy holder. Therefore, any business presented at the Annual Meeting of the Members requiring a vote of the members present includes the right of the proxy holders to vote the proxy.
ARTICLE VII, MEETING OF DIRECTORS, paragraph 1. "REGULAR MEETINGS of the board shall be held monthly WITHOUT NOTICE at such place and hour as may be fixed from time to time by resolution of the board." Therefore, board meetings have no requirement of notice to the members nor are they required to be open to the members. This is solely the discretion of the board. Paragraph 4 permits action of the board, similar to electronic voting, as long as written approval of all the directors is obtained. The question regarding the proposed electronic voting for board members is to specify electronic voting the same as written by pen and to permit a majority approval of the board for passage.
The above information was quoted incorrectly. Not going to argue it here. Will have facts at meeting.
ReplyDeleteI will be glad to take this one! You failed to quote the by-laws and again have tried to confuse people. Here is what the bylaws state:
DeleteANNUAL MEETING- by-laws
ARTICLE V MEETINGS OF MEMBERS 3. Written notice of each meeting of the members shall be given by or at the direction of the secretary or person authorized to call the meeting by mailing a copy of such notice, postage prepaid,
at least ten (10) days before the meeting to each member entitled to vote addressed to the member’s last address appearing on the books of the Association or supplied by such member to the Association for the purpose of notice. The notice shall specify the place, day, hour and AGENDA of the meeting and in case of a special meeting, the purpose of the meeting.
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A “proxy” is a means by which a member who expects to be absent from a meeting authorizes someone else to act in his or her place at the meeting.
If you go to http://www.burningtreetulsa.com/ "Resource Center" section on the left, you will see the By-Laws of the BTMA, BT East and BT One. The version of the BTMA By-Laws that I have are on legal size paper and 24 pages. I believe them to be original copies. The sentence quoted above as having "and AGENDA" is not included in my copy. However, the copy of BTMA's and BT East's published on the BTMA web-site both include "and agenda". The copy of BT One does not contain a reference to "agenda". The published version on the web-site appears to be a re-typed version condensed on less pages. I believe mine to be an original copy and more reliable than a re-typed version. Until someone comes up with an original signed version we may have to agree to disagree on what is the correct version. There was and is no intention on my part to mislead. I am glad you noticed the conflict because I had no reason to check the web-site version since I have my own copy. Thanks
ReplyDeleteMy copy came from Paula Hendrix at a meeting back when she was on the board. Mine also has the part about the agenda. It would be prudent to always include the agenda of the annual meeting in the future.
ReplyDeleteI understand the desire for the notice to include the agenda. If you read the notice of the Master Association Annual Meeting (which was the first topic of the Newsletter) you will see within the box the "agenda" to be initiated by the board. I have been interpreting the "lack of agenda" comments which have been proposed by some as to mean they were unsatisfied as to the agenda not being specific enough as to who would be running for directors and as to the subject proposals for the amendments. The "notice" provided in the newsletter did list an agenda and was above the by-law requirements per my copy. My comments above regarding the notice of the annual meeting requirements of the by-laws, which do not require a specific agenda to be listed, is in conformity with standard requirements of non-stock corporations when giving notice and conducting their annual meetings. This is one reason why I believe the copy of the by-laws which I have is correct. Our by-laws do require an annual meeting of the members and we conclude in this case the reference to "members" is the individual property owner, not the "area association" as the member. (Therefore, one can see that membership within the Master Association is interpreted as both individual property owner and the area association as an entity.)
DeleteTo list a complete agenda in detail in advance of the meeting is not a normal procedure because the primary purpose of the annual meeting is the election of the governing body of the non-stock corporation and review of the previous year. Other subject matter to be suggested by the board may not come up until the day before the scheduled meeting since any individual board member may suggest an item for consideration. The existing board can make proposals to the membership as to changes it may feel the membership should consider as amendments to the by-laws or articles of incorporation. They also may ask for an approval vote for an action or policy which is already within the power of the board but the board is seeking advice of the membership, (this type of vote is non-binding on the board). The annual meeting is also the opportunity for members to present their own proposals for consideration by the membership. This is an open meeting and the board, who conducts the meeting, has no knowledge of individual proposals or subject matter which may come up and therefore would have no ability to provide and advance notice as to that agenda.
Also, as to a roster of nominees for directors who are to be elected by their area associations, the board has no authority or responsibility to interfere in the area associations' selection process for their elected directors to the board. Directors who are to be elected by their area association members may conduct any campaign for office within their respective area association as they desire. The election of directors occurs at the annual meeting of members of the master association and not at any meeting of members of the area association or their respective boards. The extent of the responsibility of the master board's authority over the election of area association directors to the master board is to give notice of the election date, place, time, certify quorum requirements and verify the votes. Since the annual meeting of members of the master association is an open meeting any member may nominate themselves or another person at the meeting and be elected to office and need not have been nominated prior to the meeting nor on any published list of nominees. The master board does have the authority to create a nomination committee to seek nominations for "at large" directors who would be elected by the entire membership in the event the number of board members exceeds the total number of directors who are allotted to the area associations. At this time the size of the board is 9 and this is the limit assigned to area associations. Any increase in the size of the board above 9 would require the additional board members to be voted into office by the entire membership.
DeleteClaims the the master board should have provided a list of candidates who were running for directors from the various area associations would have been interpreted as the board selecting the candidates and controlling the election. Although it seems the board is accused of that simply by being the "board".
Unencumbered by facts you speak freely.
DeleteFor the person administrating the "okonceagan" website who won't let me respond let alone publish my response. Those people from BT South who filed the articles of incorporation for BT Area #4 Association FORMED THE CORPORATION. NAT HENSHAW FORMED THE ASSOCIATION WHEN HE FILED THE PLAT AND CERTIFICATE OF DEDICATION. Sorry.
ReplyDelete