HPP Board 2014

[janet]

There is a problem with the legitimacy of the October 15th meeting. While there is no specific mention in ARTICLE VIII, Section 9 – Meetings of the Board, about the making of a record of any meeting, the following states that every meeting must be attended by a recording secretary (emphasis added). The meeting in question was without one.

ARTICLE IX – OFFICERS
Section 4. Secretary. The secretary shall
(a) Ensure proper notification and recordkeeping of board and
membership meetings.
3. Ensure minutes of every board and membership meeting are
taken by a recording secretary from an independent
professional secretarial service having no other connection
with the Association.

The use of the word “taken” is specific. It is a physical action performed while a meeting is in session. Nowhere in the Bylaws is there a provision for a later “transcription” from an audio recording.

Therefore, this meeting should never have been called to order. Everything that transpired in the meeting is invalid and must be redone.

In light of the recent resignation of the Secretary, it was incumbent on the President or Vice-president to take the action necessary to ensure that the meeting will would proceed according to the Bylaws' requirements. There should have been a backup recording secretary, since it was known in advance that the HPPOA’s primary would be off island on October 15.

These are Bylaws, not Byguidelines or Bysuggestions. Every Director, on installation, swore an oath (Appendix C) to uphold them.

Edited to correct tense.