Board Approval of Attorney

First, you don't need a lawyer to change your by-laws. That's because by-laws don't require to be filed anywhere except with the HOA itself. It is the Convenants and Restrictions (CC&R's) that go with the property Deeds and should have been the documents to change. A simple vote by the BOD can change by-laws...

Second, the lawyer shouldn't be paid by the HOA because the BOD did NOT hire them to represent the HOA. A lone board member hired the lawyer and that lawyer shouldn't be representing the WHOLE of the association. A HOA lawyer doesn't represent individual owners.

Who signs the checks? The president of the HOA or even management company should have put the brakes on this. I am sure that lawyer has to send in an invoice for his charges. So why is someone paying them without it reflecting in the budget?

This lawyer is going to try to bill the HOA and that BOD member is going to try to stick ya with the bill. I'd start collecting some hard evidence NOW reflecting the fact that there is NO approval or acknowlegement of the HOA aware of the lawyer's hiring. Plus I am sure the lawyer is going to bluff ya into a possible lawsuit. Let him sue and file a counter-claim. He won't like that but the HOA is better off counter suing for the amount he's going to try to charge you.

By-law requirements for my HOA. changes have to be approved by a Majority vote of the membership in person or by proxy at annual or special meeting.

Who writes the checks - Management company
Who authorizes - Treasurer and President

Problem is Management company sees no problem with the actions that were taken, the President was the one acting on their own and the treasurer supports. I am a board member but find I have limited ability to do anything.

The lawyer has already sent a bill and will probably be paid because I have no way to stop it.

Also of note....

The board can authorize action in email only by Unanimous consent.

Motion was made via e-mail a couple days before annual meeting to hire a court reporter for the annual meeting. I voted no therefore it did not pass. I got to the annual meeting and court reporter was there. Find out that regardless of the motion made and failed the other board members without any meeting or official action of the board decided to go ahead.

I think all costs of such should be placed on the shoulders of the ones who failed to follow protocol and get board approval beforehand, However what recourse do I have. Besides getting an attorney and filing action against them/the board which would cost me money I am stuck.

This stuff just pisses me off and it sucks that without someone taking personal expense it is really difficult for a member to do anything about the actions of the board. Even a member of the board.

Let me make this clearer. By-laws have to be approved by a majority vote by the members just like CC&R's and Articles of incorporation. However, the difference is that CC&R's go with the deed of the property and are filed with the county courthouse. By-laws are NOT required to be filed at any level but within the HOA. By-laws may be filed along with the CC&R's but that's just convenience sake not a requirement.

Sometimes By-laws can be changed simply by making a note of it in the meeting notes. Official approved meeting notes can be used as changes to the by-laws. A lawyer once told me this when I asked about changing by-laws. So I would question the ability of this lawyer who has given the HOA his expertise...

You didn't mention it was the President who hired the attorney. That changes everything from just being a board member. This cost is probably going to be eaten by the HOA. The lawyer has no reason not believe he wasn't representing the HOA if he got paid by the HOA and President. I just hope you all have a chance to remove this president from office if they don't act accordingly and for the best interest of the HOA.

The fact that it IS the President makes ALL the difference in the world. Don't get how you can say it doesn't? The president can have pretty much "carte blanche" when running a HOA. The other officer positions and BOD members are there for the checks and balances. The President is the head representative of the HOA and signs the checks...They even are the position the MC take direction from.

Yes, there are limits to their powers and they can be overridden on decisions by 2/3rds votes. However, if no one is stepping up and pushing their rights in mass majority, then who is to stop the President from taking the reigns and running off with everything?

This sounds like a personal situation. The President may not take your opinion seriously or others. There has to be more details to that arrangement to understand why a BOD can't put their President into check. It sounds like you have tried but something is getting lost in the wash somewhere.

Somewhere some communication is missing and that has to be resolved. It may not take a lawyer to resolve that. Maybe a back to basics lessons on how a HOA operates and a good read of the rules may get some people straight...

The ONLY authority a president has is the authority granted to the president in the bylaws and by the board. The president is elected by the board and serves at the pleasure of the board.

Any president who thinks they are "the boss" and can do whatever they want, will meet stiff opposition from me.

Ralph,

You must have very complicated by-laws or the attorney may be overcharging you? I would certainly review that invoice at the next Board meeting. You can always challenge the charges; we have done it and successfully when one attorney had overcharged us for some trivial pet dispute.

Just for comparison: Our HOA overhauled the By-laws some years ago and we got a firm quote for $1,200 to review the By-laws and the Articles to assure these two docs are in harmony. At that time our attorney charged $200/hour. Our By-laws are seven pages; the Articles are four pages, mostly boilerplate. Simple math reveals we paid a little over $100/page.

At our HOA, the a board committee or a committee of interested community members or both review the by-laws anually, propose ammendments to comply with any state statutes that have been changed on the effective date(most commonly July 1, of each year. ) The proposed ammendments are then put infront of the board for final review and approved or ammended again. Upon final ammendment, they are sent to our lawyer so that he can use his legal eye to review, and tell us if they are or are not in compliance with the state statutes. Most commonly we have done a good job, and no futher ammendment is needed. We then bring it before the members at a special membership meeting or an annual membership meeting that has been properly called and with proper notice sent according to state statutes. The membership then votes on the changed by-law. The only time a bylaw does NOT need to be voted on by the membership is when it is obviously NOT in compliance, and the ammendment brings it into compliance, for example, if the state statute said that meetings of the board had to be held on a Sunday and the HOA held its meetings on a Tuesday, the board could make that change without member approval to bring it into compliance with the state statute.

The first thing I would do is have a board vote to remove the president from office.
Then, appoint one person on the board to be the Legal Liason, meaning they are the only one on the board that is permitted to converse with the lawyer.
Notify the lawyer that person is the only one that is authorized to speak on behalf of the HOA.
Have the board jointly prepare a list of issues for the Legal Liaison to bring to the lawyer.
Have a copy of all requests/issues submitted to the lawyer for every member of the board, so there is a check as to what was and was not conveyed to the lawyer. If an issue was left off because the Liaison had a personal disinterest in it, call him out.
All communications from the lawyer on any and all issues should then be copied for each and every board member.
This system works well for us, as it enhances accountability among board members and our lawyer.
We did have issues with a past president contacting our lawyer without first bringing up issues before the board. She used our lawyer as her personal "search engine" often asking questions that she had that could easily be explained by a fellow board member. She racked up quite a bill in a short time until we found out and put a stop to it.

Appeal to the common sense of your fellow board members to have the president removed, but be prepared if you are the one that needs to step up and fill a position if there is shuffling to be done to replace the President.
It ain't no big deal once you have committed common sense BOD members. It is just a title, as the president has no more power than any other board member, unless the rest of the BOD members allow him to.

I agree with Bev and Petrunka. I also would put the topic of the attorney and his outrageous bill on the agenda for the next meeting. In your agenda request, say that you do not think the pres. had the authority, etc. Have your displeasure noted in the minutes. If it were me, I'd want homeowners to know that I disagreed with the method by which the attorney was hired and the costs.

Also bring to the board Bev's ideas, which are our procedures in the 211-unit high rise HOA of which I'm president.

In addition, the action without a meeting concerning the court reporter needs to be in your minutes. At a meeting when you request that they be included, again express your dismay that the hiring of the court reporter was NOT approved by the board because there wasn't unanimous consent of the directors. The remainder of the board, in fact, broke the law (at least in Cali) by disregarding your vote.

Just some quick thoughts--gotta go!