HOA Structure of the Board

Hello again.

I'm hoping to hear someone might have advice on another HOA issue we're having.

Soon after I posted about an unfavorable situation with our HOA/lien/force to foreclosure, I did get to speak to 3 separate attorney's (one time consult) on the issues at hand. I have a better understanding on how to handle this situation. I also found out that our HOA structure of board members was done illegally with me being placed on the board without nomination/vote or even a notice.

However, since all these events (above) have unfolded, the one man who served as Secretary and Treasurer has resigned from his position leaving only a President (one owner) and "director" (my position).

Is it legal for an HOA to operate with only two board members when the governing documents describe the board shall consist of a President, VP, Secretary and Treasurer? Is an HOA supposed to have a Board of Directors or can it (legally) operate with just "member" of the association?

What would happen if I were to resign and leave only a President?? Does anyone have experience with this type of situation?

Thank you for reading.
Linda

Hi GlenL

Thank you for your reply.

The Secretary/Treasurer resigned due to the behavior of the President and the Management Company that was hired by him. There has obviously been some mishandling of money that has provoked the large assessment. This President will not admit to anything other accusing the S/T of not doing his job.

I was appointed without notification or of any notice of voting for that matter when. The Board apparently did this to satisfy the Board requirements (from what legal counsel told me). When they held the BOD meeting end of September and voted in the assessment, I was never notified I was a Board member so I did not attend.... thus I could not vote on the assessment one way or another.

Anyway, where do we expect to get board members is a good question. We've run out of people. I was going to resign because of our pending sale and move from the area. Quite frankly, the Board has acted without my input since I was appointed a position. Sorry to say, if they acted without me while I was (unknowingly a board member), I believe they can continue without me.

I did review the documents and statutes. The CC&R's state the board shall consist of a President, VP, Secretary and Treasurer. My question was only to see if anyone knows if it is possible to run a board without all positions filled. Unfortunately, not all the statutes of the state apply to our situation because we are a small entity (4 units). I can not be sure what statutes apply and which ones do not. With our current financial situation (my husband loosing his job twice now in 1 year), we're not in a position to "obtain" legal counsel. It's unfortunate for us because it's a sticky situation here. I was just putting it out onto the board if any other 4-plex may have experienced this situation.

Lastly, I completely understand legal advice is not given on this forum.

Thanks again for taking the time to answer GlenL.

Linda

Thank you for your reply Susan.

Yes, all board members must be owners. The only thing that is not stated is if the board can operate without all positions filled. And what happens to the board when the positions are not filled. Can it legally operate.

Thanks again Susan.
Linda

Please note that I am not a lawyer, I did not mean to say legally. Unless the CC&R's stipulate you can't function with only two you should be able to operate. Just make sure you guys make a full effort to find a third Board Member to appoint.

Linda

To legally conduct business in California requires a quorum of directors. If your Bylaws call for 5 directors, you must have 3 directors in order to conduct a meeting and to conduct a meeting. If only onbe director remains, all they can do is appoint the remaining directors.