J.M. from Massachusetts writes:
Dear Mister Condo,
Our board chairperson sent an email on a Thursday for Board members to meet the next evening at 7:00 PM to go over the agenda items that would be presented at the monthly condo meeting of owners. The list of agenda items was provided. Of the 7 members, three could not make the meeting on such short notice. On the night of the meeting, the chairperson brought a motion to reassign the duties of one of the missing members to another board member. All four board members present voted for the change. According to our declaration of trust documents the chairperson can call a meeting with 4 days notice to all board members, which didn’t happen. On top of that they took a vote on something that was not on the agenda. Are the meeting and the vote valid? This is a Massachusetts condo. Would the chair be obligated to retake the vote at another meeting if the missing members demanded it?
Mister Condo replies:
J.M., I am not an attorney nor am I an expert in Massachusetts community association law. For a legal opinion on your question kindly consult with a qualified attorney. That being said, you have mentioned several items that would lead me to think that the actions taken by the Board were in violation of your association’s governance documents and, therefore, may be questioned and thrown out if action is taken against the Board for conducting business outside of association guidelines. The underlying question I have is what did they do and what kind of damage might be claimed against the association as a result of their actions? In my experience, many Boards function as they do because it is expedient and it achieves the Board’s goal of taking care of the association’s business. If the agenda item or the Board action were basically inconsequential then no action may be necessary. But if the Board took extraordinary action as a result of this improper procedure, association members certainly have the right to cry foul and demand that the proper procedure is followed. That may include discarding vote results that were conducted improperly and it may include holding a new vote after adequate notice is given. Good luck!