Communicating the Purpose of the Board

Some time ago, we had a local issue arise on school redistricting. One homeowner took exception to the lack of enthusiasm on the part of the HOA Board in getting involved in lobbying the school board. The Board did send out flyers to the community and that was about as involved as we were going to get. Does anyone here live in a community where more would have been done? (For the record, we do send out community newsletters on a quarterly basis.) Give your ideas if you can read through this novel!

Here's her initial email to me:

"As you know from my previous email, I attended the community meeting last night regarding the proposed boundaries for the high school that is coming. I was extremely disappointed that the representation from our community was not only dismal but embarrassing. I had hoped to see at least one member of the HOA board there. I realize you have busy schedules. Believe me, we do as well. However, as board members you agreed to represent the community. Yes?

Do you have an idea what the consensus is among the homeowners? Do they want to go to the new school or not? Do they know the statistics of that school’s dropout rate or anything about the IB program offered? Do they know about the alleged gang activity in the school? Do they know that their home values could be adversely effected by being zoned for this new school?

Other effected communities held meetings to unite and brainstorm about ideas and suggestions to present to the planning supervisors. Whether your own children will be attending public high school is not the only factor. Perhaps, at this time, you do not know where your child will attend, however, now is the time to act. This should concern all of us. As board members, it is my opinion, that at the very least you guys should try to understand what the majority of the community is thinking. Perhaps we are the only ones that think the new school would benefit our community. I would love to know this. Then I would not be surprised when there is low or no turnout at these meetings.

I was happy to see the fliers that were distributed to alert the community about the meetings. I just don’t think it should stop there. We have got to have more visibility from the board in the neighborhood particularly on important issues such as this.

Hope there are no hard feelings here, but I’ve grumbled about the lack of HOA involvement long enough. I thought I should let you know how I feel. Other HOA issues come to mind, such as our website or websites. I cannot our community website . I submitted a request for a login a while ago and I’m still waiting. I know we also have a site through the management company. For me, this is very confusing. Which one is up-to-date? Which one should I use? Do other homeowners know? What about the lack of committee meetings or notification of what is happening if the meetings are taking place. And the lack of minutes from board meetings or if you guys are even meeting. Most of us “hibernate” during the cold weather months. This should not be the reason we do not see or hear from you guys. Mailbox fliers/newsletters or our website would be a great way to communicate the happenings (or lack thereof) of our community. I don’t want to belabor these issues at this time since I think the focus for now should be on the boundaries problem. I have never lived in a community with an HOA, so I have no basis for comparison, however, I guess I just thought it would be different."

Here's my response:

"Thanks for taking time to write. The school redistricting issue is obviously something you feel very passionate about and want more community involvement in. As you know, after the subject came to our attention, two flyers were distributed to all homes in the community with the information on upcoming meetings about the redistricting. If the community was not represented at the meetings, it is because parents within the community, who comprise a subset of the residents, did not attend. This is not a failure either of the Association or the Board, nor of the community as a whole. I’m sure the ones most concerned are those who are most immediately affected, namely those parents who have children at or soon approaching high school age. The Board did its’ due diligence in informing the community via the flyers in a timely manner as soon as we were made aware of the situation. The questions you raise are valid ones, but should be addressed to the parents within the community, not to any of us as Board members. Concerned and conscientious parents should be able to answer such questions if they are involved in and paying attention to their children’s education. While it is the duty of the Board in serving the interests of the community to provide at some level notification on matters such as the scheduling of a meeting, we are not in a position to make sure that all possibly affected are as informed as they need to be. That burden lies on individuals as parents. In short, if people want to be disinterested parents, that’s their prerogative. We as a Board do not have the moral authority to make people attend meetings for the benefit of their children. If the community representation was as "dismal" as you describe, it's more a reflection on the parents within the community rather than on the entire community. There is no cause for embarrassment as none of us can force others, even neighbors, to be good parents.

I was not aware that other communities were organizing events or activities related to this, but I would expect [the Communications Committee member] would have been the first not only to raise the alarm about it, but would have taken steps to get other members of that committee going on getting information out to the community if he felt this was needed. Answers to your questions on the level of knowledge within the community could be answered by the committee taking a survey if all members of that committee were more actively involved. As it was, we the Board members put the flyers together and distributed them. What additional visibility would you like to see and are you willing to become more active in getting word out on such matters? The Communications Committee can always use more help as it’s one of the smallest committees and so far the burden of the newsletter writing, editing, publishing and distribution has fallen on three people. I’m pleased to see that the Communications Committee has recently gained a new member who is willing to assist. I know they’re seeking more members and have also asked for assistance in organizing some social activities for the community. Can they count for you for such help? As for “grumbling” about lack of HOA involvement, are you speaking in particular about the school issue or is there more?

As to the Web sites, I am not an administrator at that site. If you are unable to contact the Web admin, please let me know and I can contact him on your behalf. Just so I know when talking to him, how did you submit the request for access to that site?

The management company, as part of their contract to the community, provides a Web site for residents. Unlike the aforementioned Web site, this is not a publicly available Internet site nor is it the Web “face” of the community. The two do not mirror each other in content nor appearance. Feel free to use either or both as needed. If you have submitted an access request to the management company site and have not received a response, I will call them for you. Again, can you tell me when you applied and if there was a specific contact you addressed or person you dealt with? All homeowners were notified by the company about their site, how to access it, and what can be found there, including community documents and Board meeting minutes. Notification about upcoming Board meetings should also be available there. There is ample evidence that Board meetings are taking place regularly and in a public venue as required by State law. Other community residents are aware of the meetings, including time and place, and have been in attendance but I do not recall seeing you or Robert at any meetings, committee or otherwise. I hope I have cleared up any confusion you are experiencing about the Web sites.

With springtime here, community residents have more opportunity to see one another on a face to face basis as we come out of hibernation. Over the past few months, the committees have been actively meeting and discussions on what has been discussed have been held at Board meetings. The Communications Committee, of which your husband is a member of record, has done an excellent job in getting our first newsletters out. I hope you've had opportunity to read them. This is the medium for communications right now and distribution has been via “mailbox stuffing.” The Communications Committee is aiming for a monthly issue of the newsletter, so additional flyers should be minimized (although with the redistricting we did see a need to get information out in a quick manner.)

I’m sorry if you feel that the HOA is not meeting your expectations. Please remember that this is an all-volunteer, homegrown organization, Board and committees alike, and we are working hard with limited resources to accomplish the goals of the community. If you have suggestions, or are willing to donate some time to improve things, it would be greatly appreciated by everyone in our neighborhood. Please know that we listen to everyone equally but cannot guarantee to take up the banner of every cause on those issues that are outside of HOA business. I understand your concern with the school boundaries issue and as a parent sympathize with your feelings on this.

We hope to see you at the next meeting."

Her next response:

"Thanks so much for taking the time to address my issues. Let me first speak to my willingness to participate more within the community. Like other two income families with active children, it has been difficult to make it to the few meetings already held. This is why I attempted to check the websites for minutes so that I would be up-to-date and informed with everything that is going on. Surely you do not expect every household to attend every meeting. We should not be penalized for choosing to attend our children's sports activities, after school programs or whatever the case may be instead of the HOA meetings.

In addition to working full-time, we are very involved in a family-based community group. Both our children actively participate on sports & dance teams, attend academic honor society meetings, take part in after school programs, contribute time to community service, etc. All of which require a lot of time. Yes, if I need to get more involved, especially with issues that are close to me, I can and will. I assumed proper protocol would be to go through the board. However, my hope was that a strong, effective board's responsibility would make issues that effect every home (including yours) a bigger deal than the distribution of fliers. I did not realize the redistricting issue would be considered a matter "outside HOA business".

Secondly, the due diligience you speak of would not have happened if [my husband] did not inform the board of this important issue. [He] is not the only resident in our community that can speak up on issues. It is time for someone else to take the lead. In my opinion, it should not be left up to the communication committee alone to get this important message out. My fear is that some homeowners with younger children or no children at all or children currently in private school, may not realize how this boundary issue still effects them. Perhaps in my ignorance regarding HOA communities, it was my misunderstanding that you would set the tone and take the lead to at least ensure all homeowners had adequate information to make a decision. Obviously, I was mistaken. As I mentioned, having never been involved in an HOA environment, I was not certain what to expect and could only go by examples of other communities. You are absolutely correct in that it is not the board's responsiblity, moral or otherwise, to force parents to attend meetings that will effect their families and home values. However, distribution of fliers, in my opinion, was not enough. One or two fliers that may or may not have reached the majority (I saw some blowing in the street) does not spell out the issue at hand. So we will have to agree to disagree on that point. And in the future if there is something I am passionate about regarding my home/community I will take the lead myself and not rely on the board.

When and where is the next meeting? If I am available, I will be there. However, like in the past, if it conflicts with another committment that I cannot or am not willing to miss, then I will not be there. I would still hope that I will be able to know what transpires at the meeting via published minutes."

My final response:

Thanks again for writing and I hope at least some of your initial concerns were assuaged. We understand the stresses that come with being part of a two-income family working multiple jobs and keeping up with the demands of an active family. Maintaining such a hectic schedule, where it seems there are too-few hours in the day, may not always allow one to attend all the meetings of a community Board. The first year of homeowner control of our HOA was chaotic, to say the least. Issues on transfer of authority, inadequate property management, lack of response by [Ex-Management Company], bad advice and lack of leadership from [Ex-Management Company], felony theft of community funds by [Ex-Management Company], the debacle [around a local development project] which tore apart our sense of community, etc., all worked against building an effective and well-functioning HOA. Since our last annual meeting, the current Board has both aggressively and successfully taken steps to repair the mistakes of the past and move ahead on properly building the community’s cohesiveness.

Since you have not had experience with living in an HOA-governed community in the past, let me share some of the key points of HOAs. To be effective, a homeowners association needs a strong board of directors that understands its role and pursues it with passion and a concise mission in mind. The following provides an overview of HOAs, board roles and responsibilities.

The homeowners association is the cornerstone of a planned residential community. It brings continuity and order to the community, it preserves the architectural integrity and it maintains the common elements.

Properly run, the association promotes the concept of “community” and protects the neighborhood's property values. In many cases, it collectively makes available recreational and other facilities that might not otherwise be affordable or available to homeowners and residents on an individual basis.

Deed-initiated homeowners associations have become an essential part of the overall concept of residential property ownership in today's marketplace. Purchase of a home or lot often brings with it mandatory membership in an association which then provides the structure for operation and management of the residential development. With membership come certain maintenance obligations, financial responsibilities, and a commitment to abide by use restrictions and other rules of the association. To a degree, it necessitates individual conformity for the good of the whole.

The association's responsibilities may be limited to basic maintenance functions or they may be expanded to include sophisticated and extensive upkeep of the property as well as delivery of special services to individual homes (e.g. trash pickup). To be successful, its officers and directors must uniformly and fairly govern the community, and it must have a reasonable level of participation by each of its members over time.

To form an effective board, directors must have a clear understanding of the strengths and weaknesses of the association, its history and what is to be accomplished. Every homeowner association should have responsibility for its assets as well as its operation in accordance with standards established by state and federal law, local ordinances, and the governing documents upon which the entity itself was created. To the extent that the association has such authority and control, it is the board of directors that makes certain these responsibilities are fulfilled.

Summary of the Board Member's Role:
Acting through the board as a whole, a board member should:
• Enforce the documents
• Establish sound fiscal policies and maintain accurate records
• Develop a workable budget, keeping in mind the needs, requirements and expectations of the community
• Establish reserve funds
• Act on budget items and determine assessment rates
• Collect assessments
• Establish, publicize, and enforce rules and penalties
• Authorize legal action against owners who do not comply with the rules
• Review local laws before passing rules or sending bylaws to membership for approval
• Appoint committees and delegate authority to them
• Select an attorney, an auditor, insurance agent and other professionals for the association
• Provide adequate insurance coverage, as required by the bylaws and local governmental agencies
• Inform board members of all business items that require their vote
• Inform members of important board decisions and transactions
• See that the association is protected for the acts of all parties with fiscal responsibilities
• Attend and participate at meetings

The association has responsibility for its common elements as well as the management and operation of the association's business affairs - - all in accordance with standards established by the governing documents created when the community was first developed. To the extent that an association (typically a non-profit corporation) has such authority and control, it is its’ board of directors that carries out these duties and responsibilities.

Members of the board of directors of an association serve without compensation unless the bylaws of the association provide to the contrary. Our By-Laws make no provision for any compensation and Board members understand when presenting themselves for election to the Board of Directors, understand that this is a volunteer position. The Board's authority includes all of the powers and duties enumerated in general law, as long as these powers are not inconsistent with the provisions of the documents governing the association.

The HOA acts through its officers and agents. The board of directors makes the policies for the association, but the officers and agents carry out these policies and administrative functions for the community. In some case, though not ours, some of the officers may be clerical while others carry out substantive functions based on policies established by the board of directors. All of the officers have an affirmative obligation to act with utmost good faith towards the association and cannot deal in the funds or the property of the association to their own self advantage. Each association typically has a president, secretary, and treasurer and may have one or more vice presidents. However, an association may officially conduct its business with fewer officers than these, depending upon the laws of a given state. Our HOA charter establishes that the Board will consist of a president, vice-president, and secretary/treasurer.

The president of an association is vested with all the powers generally given to the chief executive officer of a corporation. While specific by-law provisions may vary the president's duties, it is generally presumed that he or she will preside at all meetings of the Board and the membership. The president will execute contracts, orders and other documents in the name of the association as its agent. When signing documents, the president should indicate the capacity in which he or she is signing in order to avoid any personal liability since the president's signature, under most circumstances, will bind the association under a doctrine of inherent powers.

The president also assumes general charge of the day-to-day administration of the association and has the authority to order specific actions in furtherance of the board's policies. The president serves as spokesman for the board of directors in most matters relating to general association business. Like all officers of the association, the president has an affirmative duty to carry out the responsibilities of the office in the best interests of the association.

The vice-president is vested with all the powers which are required to perform the duties of the association president in the absence of the president. The vice president does not automatically possess inherent powers to act in the capacity of the chief executive officer, and may act for the president only when the president is actually absent or otherwise unable to act. The vice-president may assume such additional duties as are defined by the board of directors. Often, the vice-president will chair one or more substantive committees like that of architectural review.

I’ll break out separately here the defined roles of the secretary and treasurer although on our Board the roles have been combined and both positions are held by one director.

The secretary of the association is responsible for keeping and maintaining a record of all meetings of the board and the membership and is the custodian for most of the official records of the association. The position of secretary is not simply a clerical position. In many cases, the secretary will not actually keep the minutes of the meetings, but will be responsible for obtaining someone who will do so as a recorder or assistant secretary. The HOA has that role fulfilled by a representative of our Management Company present at all Board and Community meetings. As the custodian for the minutes and other official records of the association, the secretary is responsible for insuring access to those records by the members of the association and their authorized representatives.

The treasurer is the custodian of the funds, securities and financial records of the association. When the association has a manager or management company that actually handles the funds on a daily basis, the treasurer's duties will include overseeing the appropriate people to insure that the financial records and reports are properly kept and maintained. Unless the by-laws otherwise specify, the treasurer is responsible for coordinating the development of the proposed annual budget and for preparing and giving the annual financial report on the financial status of the association.

The treasurer does not have the authority to bind the association or the board of directors in dealings with third parties unless the board has provided express authority for the treasurer to do so. As with the association's secretary, the treasurer does not have to perform the day-to-day record keeping functions of the association when this responsibility is transferred to a management company, but the treasurer will ultimately be responsible for insuring that the financial records of the association have been maintained properly in accordance with sound accounting practices.

The members of the board of directors and each officer of the association have a fiduciary relationship with the members of the association. This fiduciary relationship imposes obligations of trust and confidence in favor of the corporation and its members. It requires the members of the board to act in good faith and in the best interests of the members of the association. It means that board members must exercise due care and diligence when acting for the community, and it requires them to act within the scope of their authority.

The board's duties must be performed with the care and responsibility that an ordinary prudent person (the “reasonable man” definition) would exercise under similar circumstances, and the ultimate responsibilities of these unique positions cannot be delegated to a manager, a management company or other third party.

Operating a homeowner association carries with it many of the very same duties and responsibilities as overseeing any other business. Serving as a board member is a valuable and rewarding experience that should be undertaken by those who see it as an opportunity to serve their fellow neighbors while protecting and enhancing the assets of the community. With all this said, I hope you have a clearer understanding of what being part of an HOA means.

One of the first tasks undertaken by the present Board included a review of applicable Federal, State and Local laws pertaining to the operation of an HOA, in particular the Virginia Code Title 55 Property and Conveyances, Chapter 26 - Property Owners' Association Act. We became aware that the less-formal meetings held by the prior Board were not in full compliance with those regulations. As a result, we have established a schedule for Board meetings that provide for a public venue (usually held at a local elementary school during the evening when the greatest number of community residents are likely to be available to attend) with proper notification going out via mailings at least a week ahead of time. There are no more Board meetings held on anyone’s deck or in a family room where the community cannot have general access. Under Virginia State law the requirement is only for one annual meeting. Our Board has met and surpassed this requirement by setting quarterly Board meetings. The meeting time and date should also be available at the management company site. Armstrong sent to all homeowners the details for accessing this site. If you are unable to connect, please call the Management Company at (xxx) xxx-xxxx and speak to a customer service rep there. If they are unable to assist, please let me know and I will contact them on your behalf to resolve the Web site access issue. I have not heard reports from other community residents about any difficulty in accessing the management company site. For the local community Web site, I will contact the Web admin via email and ask that he establish your login account there.

Minutes for all Board meetings are taken and maintained by the management company. The process, in compliance with State law, includes that at each meeting minutes from the previous meeting are approved and at that time entered into the official record. So by this procedure, minutes from a given meeting will not be available on the Management Company site until after the conclusion of the following meeting, a delay of as much as three months.

I understand the difficulty of balancing family activities with community meetings and have missed several school activities for my own child. My obligation as Board President means that at times my presence at an HOA meeting must come first and in such times my wife then goes to the school, or we must skip it altogether. Other couples are not obligated to split attendance thus, but may do so as a matter of choice. It is not and never has been the intent to penalize anyone in any way for not attending the meetings. We have tried to optimize the time and place for meetings and provide ample notification so that if someone wants to attend, they may make arrangements for childcare or decide ahead of time what activity takes precedence.

I appreciate your approaching the Board with the concerns about the school redistricting. As I stated earlier, we made what we considered to be a proper response to you and the community by publicizing as best as we could in the time given the upcoming public meetings. You have said that you feel the flyers we distributed were not adequate. What response were you seeking from the Association? (Please keep in mind the duties and obligations described above for proper Board management of HOA affairs.) I would expect that it is the duty of parents to become involved in their children’s education and to respond as they see fit to events like the school board's plan. The Board members are under no obligation, either by their position nor personally to become expert in all of the issues involved in such a matter, and then to speak individually with each homeowner or parent within the community because they might be affected. The school redistricting does not fall into the purview of the Board’s duties or authority on which to act. If other communities’ homeowners’ associations took a more active role, then the Board members within those HOAs were acting outside of their clearly defined authority as HOA Board members. If they as concerned parents had an interest to personally take an activist role on this, that’s fine. Did they hold a properly-conducted community meeting to set and authorize their HOA’s response? Are they expending community funds to do so? I’m not saying the school redistricting cause is unjust, but the Board does not have a role in this by the definition of what a HOA’s Board is to do. If we pick up the banner for every cause determined to be worthwhile by one of more residents, then we’ll be marching to “Save The Whales” one week, and “Stop The War” the next, followed thereafter by “Free Tibet” rallies – all arguably “good” causes by someone’s definition but no more in our domain than the current issue. The county School Board is a political body and should be responded to as such. The role of the HOA Board is not that of a community activist on matters which do not directly impact the day-to-day management of the HOA as a resident-oriented corporation or immediate quality-of-life issues within our confines. I understand your passion on this issue but cannot and will not obligate either HOA or Board resources to this beyond what has already been done. If the parents within the community need to be convinced to rally around this, that is a choice to be made by individual parents/residents/homeowners - not the HOA Board. You are certainly free to conduct an opinion poll amongst homeowners or speak to any or all of them about attending the meetings. Were I or other Board members to attend one or more of the meetings, it cannot be as an HOA representative but instead as an interested and involved parent and County resident.

I feel we did the right thing in informing the community via the flyers posted. By definition, the role of the Communications Committee is to pass along to the community important news on items of general interest. The flyers were only a quick response from the Board due to time constraints. If in the future similar issues arise, I hope you will feel free to speak to me or any other Board member to see if we can assist in an appropriate way.

I hope to see you at the next Board meeting, now scheduled for xxx nn, 2010. Please think about how you’d like best to assist in the community by joining one of the committees. Given your feelings about getting the word out on important issues, I think you’d be a great addition to the Communications Committee. I’ve been helping them with the newsletters and know that they’re looking for help with determining and designing content for the Web site. Perhaps you could write an article for the newsletter about the School Board meeting and importance of parents attending it. There’s a meeting this weekend to focus on the next newsletter."

I agree with this statement:
"The role of the HOA Board is not that of a community activist on matters which do not directly impact the day-to-day management of the HOA as a resident-oriented corporation or immediate quality-of-life issues within our confines."

Always check the board actions and projects against the duties of the board or the mission of the community as stated in your documents.

In my HA this kind of thing happens every now and then. Some new owner gets the idea an HOA is some kind of neighborhood charity or social service group and comes to us with complaints about everything from starving children in the third world to kittens up a tree.

You wrote her a lot more than I would have. I usually just point out that under our Articles of Incorporation and our By-Lsws we are a non-taxable corporation whose business and only reason to be is maintaining or increasing the value of the lots. We do not do rescue cats stuck in trees, nor do we care if house #44 or #22 has transgender occupants or even if Ms. so and so has children without getting married first. We do not use our reserve funds for block parties, or to feed war refugees in other places, or even to prevent Mr. & Mrs. so and so from being foreclosed on by their bank. We will however get involved with dead cars parked on our property or homes in need of exterior maintenance. If a house has comings and goings at all hours of the night, or if there are fights, we call the police just like everyone else should. We, as a corporation, usually couldn't care less who is or isn't running for Mayor. We will show up, or send a letter, to the alderman on a zoning issue that directly effects us as a corporation, but if it doesn't, then we won't. We tell them flat out it ain't gonna happen. Replace us if you don't like it, but when you do, if you spend a single dime of the Association's money on something not already set forth in our By-Laws and governing articles I will sue the heck out of ya. They usually leave us alone after that.