Elect New Board of Directors

Hello:
You folks helped me in the past; thanks for your excellent advice. Our Developer advised he is ready to turn over to us the POA. As info, I took your advice: we are going to vote for a condo and hoa law Attorney conduct our POA meeting. First, we need your help to elect our new BOD. Can anyone help me with these questions?

1. I sent out a meeting notice to vote for the new BOD Sep. 10.

2. The Developer still has one home for sale and four vacant lots. He wants to be on the Board, doesn't want to come to the meetings, and wants to remain silent. We are a Developer Controlled Property. What does he mean? Is he automatically on the Board until all homes/lots sold? How many votes does he have?

3. Help. We have 26 total homes and four vacant lots. Recently, one home owner emailed me to advise to remove his name from my Email contacts because a bank now owns his home?
I left a message for the bank but have had no reply. If the bank doesn't reply, how do we handle his vote on September 10.

4. What percentage of votes is required to elect the BOD if one home is in foreclosure?
The ccr's and by-laws don't address. Originally, they state: For purposes of this Declaration whom the Declarant has sold all the "Lots" therein defined to xxxxx xxxxx, then enforcement of this Declaration shall inure to the benefit of the xxxxx xxxxx Property Owners Association as further set out herein. The Developer want to turn over BEFORE the last home is sold and before he has sold and developed the four vacant lots.
This is agreeable to us home owners.

So, if we has 25 homes (excluding the foreclosure), how do we calculate the number of votes for the new BOD?

Hello Tim:

We are a Developer Controlled HOA and the Developer is ready to turn over the POA and we are agreeable.

I have searched our documents again; no reference how to elect the new BOD. There is language when all the lots have been sold, he will turn over to the POA. All lots haven't been sold but the Developer has another job and is ready to go.

Since he travels on his new job, he wants to have a seat on the board, vote Proxy and not interested in attending bod meetings. He feels that we bod members will do a good job. He knows will hire a POA Attorney after the upcoming Membership Meeting.

Tim, I don't want to offend anyone but if you are willing, I can email you any reference to the POA turnover; you will see it’s vague and why I can't answer your question.

I did some research on voting. I found the Developer "must" notify/email the membership BEFORE the Membership Meeting to elect BOD members he is voting five cumulative votes. Does he mail five separate proxies or just one and identify the his five properties?

This is my dilemma! We don't have access to financial records to validate WHO is delinquent, some seriously delinquent. How can I hold a membership meeting to elect board members if we don't know this? I always read you must be a member in good standing to vote. Please help with this.

Margo - you are starting FRESH.

"Sins" from the past have no place in your NEWLY established HOA.

The previous HOA "owner" has their own books and will deal with delinquent accounts - if he wishes to. Your accounting period begins at the time of the takeover. No need to assume his "outstandings."

Invite all Members and hold your election. Get that board started. It sounds like you have a lot to do.

PS - Yes, if the developer is handing this over before or outside of the original guidelines be sure an attorney looks over all the paperwork. You don't want to assume any debts, liens or other problems he may have had. And he has no more rights than any other "owner" in terms of votes.

Hello SusanW1:

Thanks, I am new at this. I thought the Developer, who still has one home for sale and four lots to sell/build on has a "token" seat on the BOD. We are a small community, 30 homes. We each own one home and he owns five properties, so its my understanding he must email members before our meeting to inform them he will vote 5 cumulative votes at the meeting to elect the BOD. Is that correct?

Does he mail one proxy with parcel numbers for his five properties? I am asking because our meeting is Sept. 10.

Hello SusanW 1:

Thank you for explaining this, for helping us! He will be a "token" member, won't attend any meetings, vote via Proxy , not allowed on our bank account and now will have ONE vote. He already stated he would be a silent member.

Margo,

Directors are elected by the membership and would have voting privileges at Board meetings (1 vote per director). Their responsibility is to make the decisions concerning issues of the Association.

A Director at Large is the same as any other Director. They still have one vote which they cast at Board meetings. They do not have any other responsibilities other then being on the Board and making decisions.

Officers are typically appointed by the Board (usually from amongst the board members). However, some Associations actually have the membership vote for Directors into specific Offices. The Officers take care of the daily tasks of the Association and implement the decisions made by the Board. Depending on the language in your governing documents, the board may be able to appoint anyone into officer positions.

Unfortunately, you can not make a volunteer to serve as an officer. I suspect that you would not want them to as if they don't want the job, they won't do it well. Some Associations will hire independent contractors or a management company to assist them in the running of the Association. This will usually remove a lot of the time/energy commitment needed by the officers (who are usually Directors).

When my association ran into the situation of no-one on the board wanting the Secretary position, we asked for volunteers from the Association and appointed a member to the office. They do not get a vote on the board, they just perform the duties of Secretary (maintaining the files and keeping minutes).

This link might help:

Fairfax County VA Community Association Manual although it is based on VA laws, it has some good plain language information on how an association should run. It should be a great guide.

I have personally never gone through a transition from developer to HOA. Therefore, others who have more experience will probably have better answers for you.

I hope this helps,

Tim