BOD not in compliance with Bylaws

4 months ago I was voted onto an existing BOD with 2 acting directors, the third one had just resigned. We have a Management Company to take care of most of our management needs.

Since I started serving, I found that our board is not in compliance with the Bylaws in several aspects:

- The board does not have a President, Treasurer and Secretary but basically everybody acts as President deciding on issues. Communication was non-existent before I served and because we had no Treasurer, our previous Management Company was able to mismanage our funds so that now about 1/3 of homeowners are back in HOA dues, one to the tune of almost $10,000 and the board member that just resigned was behind in her dues by nearly $5,000.

- Our last election was 3 years ago although our Bylaws stipulate that there be an election at each annual meeting. The board's argument was that there are no home owners willing to run for office, but fact is that they never even asked for nominations or tried to hold an election in accordance with the Bylaws. They claimed that they never had a 2/3 quorum, but the Bylaws only call for a 1/3 quorum.

I am now trying to bring the BOD in compliance with the Bylaws but the other two members are not interested and each time I insist that we need to have a Treasurer the other two members get very defensive and one in particular has written me 3 personally insulting e-mails that have now reached a level that I don't want to deal with him any more.

My questions are: is there any legal way to enforce that the BOD abides by the Bylaws and how do others deal with nasty fellow board members? At the moment they are practically excluding me since they only need 2 votes to decide on issues and I don't try and communicate with them.

sorry, I meant to say 'legal election' not 'legal vote'..

Actually, our current Management Company is okay, although it sometimes takes a long time for them to respond.

I wrote in our last Board minutes that I insisted on holding elections ASAP because I was convinced that the Board is operating illegally and can't take responsibility. Thanks for confirming my view.

One of the reasons why I considered staying on the board was that I wanted to be able to write community newsletters informing the community of the Bylaws and their rights. Is there any law that says who can write and distribute newsletters in a community? And do I need the approval of the other two board members as to the contents?

If you are going to do a newsletter, you should only print the facts. Do not embellish or give opinions. Let the facts speak for themselves and give references where they can be independently verified.

Something like:

Per our CC&Rs [article, section], our Bylaws [article, section] and State corporate law [Statute number, section] elections are to be held yearly. Our Associations last election was held on mm/dd/yyyy. It appears that an election is past due.

Tim

Thanks everybody for your input. I like the idea of an Q&A format for a newsletter.