Officer only votes made by HOA board

The 9 person HOA board I am on has decided that decisions made outside of a monthly meeting will only be voted on by the 6 officiers of the board (pres, vp, sec, treas, arc, comm affairs). There was no announcement of this decision - I just happened to discover this new policy by accident. I am one of the 3 non-officers. It is all part of an intentional exclusionary effort by the majority of the board.

To me it is clearly wrong. It makes no sense that only a subsection of the board votes on issues. The 9 people of the board were elected by the community and should all have an equal vote when it comes to decisions.

CCR wise I see a section that says decisions made outside of the monthly meeting can only be made with a majority of board voting in favor and recorded in writing. While none of thes decisions are ever done in writing or recorded in any kind of minutes (which is also clearly wrong) you could say that the 6 affirmative votes from the officers represent the majority of the board (and they always vote the same, so there is no tie-break or non majortity concern). I don't think it is in the spirit of the CCR, but does the officer only vote violate the CCRs?

It is a tough battle when 2 board members, who are viewed as outsiders, have to go against 6 board memebers who feel they rule the community alone.

Any thoughts?

I can't find anything in our by-laws that specifically mentions how votes should take place. The only thing close I see is that and action can be approved if the majority of the board agrees to it. Obviously the intent is the whole board votes on it at the same time, but could an argument be made that if 6 people vote in favor of something, there is no need to have teh other three vote?

Terry,

You might also want to check your state laws regarding corporations. Many HOAs are incorporated and must abide by state corporation laws.

Your board may not realize it, but if they are not conforming to state laws and your association's governing documents, they are placing themselves (as a board and individually) and the entire association (meaning everybody) at risk.

If someone decides to challenge in court an action that was taken by the board and it was not in accordance with the law or the association's documents, the board, the members voting for the action, and/or the association, could find themselves on the losing end of a lawsuit. Furthermore, if it is determined that the violation of the HOA's documents and/or the law was intentional, the association's D&O insurance could refuse to defend any lawsuit and pay any settlement costs, leaving the board members (and possibly the association members) personally liable for footing the bill.

Best to avoid the risk and vote only at duly noticed meetings (regular or special) with a quorum present.

Obviously I can't speak for Terry, but our bylaws specify a 9-member board. The also specify the four common officers but also allow the board to establish additional officer positions as it deems fit.

Granted, we are not typical.

The Board makes decisions.
The Officers implement those decisions.

That said, it sounds like your board is trying to get around some law (perhaps notice requirements or open meetings). I don't know of any statute that prevents a board from delegating authority for decisions down to Officers or Committees.

Tim