PA HOA Board Falling apart

Started by BetsieS • 4 replies • 2387 views

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BetsieS (Pennsylvania)
Posts: 7

Posted:

This is long, so thank you in advance for helping me with this.

Our HOA in Pennsylvania has a five member Board. Recently, a key member of our Board fell seriously ill. Since that time, our board has had some major issues. These are issues that have been around, but kept at bay by the Board member who fell ill. At the last Board meeting, the President walked away and did not participate in the rest of the meeting and shortly after the Vice President did the same. The main issue was how to legally handle a violation in the community. When they were reminded what our attorney had told us in the past, that is when they walked away. Flash forward, the President emailed the Secretary (me) asking if a violation notice had been sent out. I sent a reply stating that yes I had (as the 2 remaining board members approved sending the letter). He then responded about not seeing the letter, etc. to which I responded that had he not walked out of the meeting he would have. I also stated that I did not think it was right for certain members for the board to attempt to bully other members. After a couple of emails back and forth, 1 of the members of our board resigned due to the president's action at the meeting as well as his comments to me via email. So now we have 3 board members and 1 who is in the hospital and not coming out anytime in the next couple months. Essentially, he is an inactive member of the board at this time. Now our By Laws state that a quorum of the Executive Board is present if "3 directors are present at the beginning of the meeting". Now we are getting to the questions. I think the following is the case, but I am looking for clarification. If I also resign from the Board, the remaining 2 active members cannot have the necessary quorum to conduct business. Is this true? If it is true, what can they and can they not do in terms of running the association (i.e. making sure the bills get paid, etc).

Thanks for hanging in there this long and I appreciate your help.

BetsieS (Pennsylvania)
Posts: 7

Posted:

Oh, forgot to ask a very important question. Since they cannot provide a quorum, can they also not add a new member to the Board to create the quorum?

TimB4 (Tennessee)
Posts: 21,061

Posted:

Hi Betsie,

I'd like to offer the following advice on your issues:

Quote:

Posted By BetsieS on 07/19/2011 5:28 PM

At the last Board meeting, the President walked away and did not participate in the rest of the meeting and shortly after the Vice President did the same.

I sent a reply stating that yes I had (as the 2 remaining board members approved sending the letter).

The President or the VP should have stopped the meeting and adjourned it when they left (as they are the ones who should be presiding over the meeting. However, since they did not, PA law 5309. Quorums and PA law 3309 (for condominiums) states that as long as the quorum was present at the beginning of the meeting, business could be conducted.

Quote:

Posted By BetsieS on 07/19/2011 5:28 PM

The main issue was how to legally handle a violation in the community. When they were reminded what our attorney had told us in the past, that is when they walked away.

You should handle all alleged violations in accordance with your Associations enforcement policy. Any such policy should also protect a members due process rights. Since you have already been advised by an attorney, I would recommend that you follow their advice.

Quote:

Posted By BetsieS on 07/19/2011 5:28 PM

He then responded about not seeing the letter, etc.

Typically, the President of the Association is considered to be the voice of the Association and they should have been the ones to sign the letter.

Quote:

Posted By BetsieS on 07/19/2011 5:28 PM

to which I responded that had he not walked out of the meeting he would have.

I know it's difficult to keep the frustrations out of board meetings, but everyone should try to do that.

Quote:

Posted By BetsieS on 07/19/2011 5:28 PM

So now we have 3 board members and 1 who is in the hospital and not coming out anytime in the next couple months. Essentially, he is an inactive member of the board at this time.

With three board members attending the meetings you still meet quorum requirements. The individual who is not attending due to an illness is still a member of the Board until they resign or are removed. Therefore, they should still receive copies of all communications, etc.

Quote:

Posted By BetsieS on 07/19/2011 5:28 PM

If I also resign from the Board, the remaining 2 active members cannot have the necessary quorum to conduct business. Is this true?

True. Without a quorum, they cannot make decisions at the Board level.

However, unless your governing documents require a membership vote to fill vacancies, they may appoint people to fill those empty seats. Once the seats are full, a quorum would be present and Board decisions can be made.

Quote:

Posted By BetsieS on 07/19/2011 5:28 PM

If it is true, what can they and can they not do in terms of running the association (i.e. making sure the bills get paid, etc).

Typically Officers and Board members are two different beings. Although an officer position is usually filled by sitting board members, this is not always the case or a requirement.

Directors make the decisions that affect how the Association will be ran. Officers implement those decisions. Providing that there are Officers who have signature authority with the bank, they may (and should) continue to pay bills, etc. until instructed not to do so by the Board.

Quote:

Posted By BetsieS on 07/19/2011 5:28 PM

Since they cannot provide a quorum, can they also not add a new member to the Board to create the quorum?

Previously answered, but here are links to the specific laws about that:

PA 3303 of the Uniform Condominium Act Scoll down to section B, which states:

"the executive board may fill vacancies in its membership for the unexpired portion of any term."

PA 5303 of the Uniform Planned Community Act has similar language.

Now the larger question is, Why do you want to resign?

If you believe that you are keeping things in check, then resigning will leave no one there to keep watch.

Hope this helps,

Tim

BetsieS (Pennsylvania)
Posts: 7

Posted:

Hi Tim,

Thank you so much for your response. To answer the most obvious question

I want to resign from the Board because I really do not think I can handle any more bullying from the President and the Vice President. I do realize that I am the only one stopping them from creating a dictatorship, but it is becoming exhausting. And now that it is just me and them, well, I think we all know where this is heading. Since our annual meetings are held in March, that is a long time to be bullied.

My hope was that since they would be unable to have a quorum, they would be unable to meet and therefore appoint any new members (who would be equally dictatorial). If all they were able to do was pay the bills and renew contracts, I would resign and wait until the Annual Meeting. But you have stated that with or without a quorum they can appoint new members (this is in our by laws as well, but I hoped the quorum rule applied). Of course at this point, they have a 2-1 vote against me, so nothing is stopping them from appointing another dictator.

As for our letters, we have historically sent all our letters from "The Board" with no individual signatures. Violations have a standard form letter which we just change the specifics (dates, rule being violated, etc) and then any letters that fall outside that get reviewed by the whole board. In truth, our Board is really ineffective. Decisions are rarely made unless one of these 2 decide that it's an issue that they do not like and then they go in full throttle. They oppose making any changes to help us enforce our Rules and Regulations, but then randomly decide to do things based on who they like and dislike. It's really a mess.

But now that they have the majority, I'm really not sure how much I can keep them in check anymore and I am fairly certain that at some point the Association will be sued. I'm wondering if I should get out so that I am not associated with them anymore. Of course I will keep my lawyers phone number on speed dial.

JohnM48 (Pennsylvania)
Posts: 89

Posted:

Betsie,

I certainly understand your position as our association has had its share of "dictator" problems.

While quitting may relieve the immediate frustration with the bullying, I strongly suspect that the frustrations yet to come may be worse.

I go onto our board through our finance committee, and specifically because our dictator was bankrupting our HOA. I live here as does my little girl and her family - I couldn't sit back and watch. In our case, I was able to rally enough support to oust our dictator, to the shear joy of most of our community.

I would consider rallying your friends and neighbors - try to get enough support to remove your dictatorial board members and install a community-friendly board. It's a lot of work but if you can pull it off you will probably be surprised at the near instantaneous change in your community - we were and it's only been 2 months.

According to the PA Uniform Planned Communities Act, §5303(F), your membership can remove any board member as follows:

REMOVAL OF MEMBERS.-- Notwithstanding any provision of the declaration or bylaws to the contrary, the
unit owners, by a two-thirds vote of all persons present and entitled to vote at any meeting of the unit owners at which a
quorum is present, may remove any member of the executive board with or without cause, other than a member
appointed by the declarant.

Good luck.

Association President

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