Homeowners Board

Started by GordonS • 6 replies • 1301 views

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GordonS (Florida)
Posts: 10

Posted:

Our Homeowners board consisted of 3 different homeowners. For some unexplained reason, our Secretary resigned. Some residents applied for the position, but were told by our President that this issue will be addressed in an upcoming memo from our property management company. Many of us suspect, our President will ask a representative fro our management company to be that 3rd member on our board. Is this legal?

MelissaP1 (Alabama)
Posts: 13,836

Posted:

Is it legal as someone will go to jail for it or legal as it is in your documentation? I don't think a representative of the management company should have a place on the HOA board. That is for members only. There may be a "liason" to the board from the Property Management office who's job is to monitor and observe operations. However, that person wouldn't have the right to vote or make decisions.

Some election process require that the board vote on office positions. Which means the remaining BOD may have to elect another board member to act as Secretary. (Except for President position). They may have to have another election for a new BOD position at the next meeting. It will all depend on how the CC&R's handle elections.

Former HOA President

TimB4 (Tennessee)
Posts: 21,062

Posted:

Gordon,

Unless there are specific qualifications within your Association governing documents that a Director must have (must be a member, must be in good standing, etc.), then it's possible that anyone may be appointed to the Board.

I do believe that appointing the property manager to the Board can create the appearance of conflict of interest. It's also highly possible that the memberships perception of such an appointment can cause other problems. Personally, I wouldn't do it.

One thing to remember is that the President is only one vote. The entire board makes the decisions for the Association.

Tim

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Gordon,

Is it legal? Unless your state laws have something to say about whether or not your board members or officers have to be homeowners, and they probably do not, then it really depends on the requirements in the governing documents of your association. Also, keep in mind that many HOA documents define board members (directors) separately from officers. Customarily, officers are elected from among the board members, but some HOA documents do not require this to be so. Typically, only board members can vote; officers cannot.

I'll give you an example from our own documents. Our documents require that at least 2/3 of the board members must be homeowners. We have 5 board members. This means that 4 out of the 5 board members must be homeowners. One board member can be someone other than a homeowner. Those 5 people are the only ones who can vote on the board. Of the officers, only the president and the vice president must be board members and homeowners. The secretary and the treasurer do not have to be board members nor do they have to be homeowners. This means that if our documents applied to your situation, it would be permissible for someone from your management company to be the secretary. Keep in mind, that does not necessarily make that person a board member, and unless that person is made a board member, that person would not have a vote on the board.

My opinion? Is it OK to have a person from the management company as secretary? Sure. But I wouldn't recommend making that person a board member and giving them a vote on the board.

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Quote:

Posted By TimB4 on 08/07/2011 4:01 AM
One thing to remember is that the President is only one vote. The entire board makes the decisions for the Association.

But the entire board is now only 2 members: the president and one other person. But, that's all it takes. If the other person does not want someone from the MC to be on the board, the vote is a tie, which is not a majority, and the motion to appoint someone from the MC to the board fails.

My recommendation: Appoint a homeowner as long as someone is willing to do the job as secretary. Next best solution: appoint someone from the MC as secretary (officer only - no vote) and appoint a homeowner to fill the vacant board position.

SusanW1 (Michigan)
Posts: 5,202

Posted:

Anyone can take the minutes. The board is responsible for their accuracy when they "approve" them.

Hire an outside professional note take if needed. Just make sure it gets done.

PetunkaM (Florida)
Posts: 1,009

Posted:

Gordon,

You have a reason to be concerned. I am:

90% certain that your Articles of Incorporation (and possibly By-laws) will prescribe the eligibility to serve on the board is restricted to membership and the membership is defined as ownership of a unit/lot. Your docs may list other restrictions;

and

99.9% certain that a vacancy must be filled by the remaining directors; the term of a director appointed to fill a vacancy will automatically expire at the next annual meeting.

and

100% certain that HOA board of directors in Florida must consist of at least three members (or more if so required by your articles or By-laws)

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