Question for BruceF1/CT

VaH,

First, note that I am not familiar with Washington HOA or corporate laws, or what effect they have, if any, on your HOA. State laws vary from nearly non-existent to rather stringent.

Second, I am not familiar with your CCRs or your bylaws. To provide an opinion on their interpretation, I would have to read them in their entirety because the various sections and paragraphs are often intertwined.

I will try to address your concerns and questions. Keep in mind that this is my opinion only. Nothing I state should be interpreted as legal advice.

Board Size:

Five board members for only ten homeowners seems excessive. I believe a board of only three members would be more reasonable. But, since your bylaws require a 5-member board, that's what you must have. To change the requirement to three would require a change to the bylaws.

That said, my personal preference for a board size is 5 to 7 members. I believe more than 7 members results in a cumbersome, unwieldy, and sometimes ineffective board. The problem I have with a 3-member board is that there is no difference between a simple majority and a 2/3 super majority as required by some actions. Thus, the protection afforded by a 2/3 super majority is lost.

Officers and Titles:

In what I believe is the typical situation, the bylaws define four officers: President, Vice President, Secretary and Treasurer. Typically these are chosen from among the board members. Many bylaws do not require that the officers be four separate individuals. Many bylaws permit one person to hold two offices simultaneously, except for certain exceptions. Some bylaws (like ours) permit the office of vice president to be vacant. Thus, although your bylaws require five people to serve on the board, it could be possible that your bylaws require only 2 or 3 individuals to be officers.

Titles such as "at large", "at will", or "in name only" are officially meaningless unless those titles are defined in your bylaws. They are often used to refer to a board member who does not hold any position as an officer (although I'm not sure what "in name only" is supposed to mean). More than likely some members were willing to serve on the board (or better, be named to be on the board) as long as they didn't have to do anything (be an officer), so they were identified by using one of those titles to convey that fact.

Voting:

Your board is a board of DIRECTORS. Only DIRECTORS have the right to vote, and every person who is a DIRECTOR has the right to one vote on the board. It doesn't matter how the directors got to be on the board, whether they were elected by the members or appointed by the board (to fill vacancies) as long as it was done in accordance with your bylaws. Each director has the right to vote.

Officers do not have a vote on the board. If a person serves in two roles, as an officer and as a director, that person votes as a director; not as an officer. As our HOA attorney told us, that person wears two hats.
Thus, if you have two individuals on your board who are not officers, and if they were properly elected/appointed to the board, they are directors and are entitled to vote. I don't know where you read that people designated as board members "at large" or some other title cannot vote, but that's not necessarily true. As long as they are directors in accordance with your bylaws, they can vote, no matter what you choose to call them.

Is it possible that the two board members that are not officers could never attend board meetings and never vote? Sure, it might be, again depending on your bylaws. If you have two people who were willing to serve "in name only" so that the bylaw requirement of having a 5-member board could be met, and they choose to never show up for board meetings, the bylaws may allow for business to go on. If the bylaws state that a majority of the board members constitute a quorum for board meetings, and if only the three board members who are also officers are the only ones who show up, they can conduct business. If the bylaws require that motions can be passed by a majority of those present (2 out of the 3 that show up), everything is nice and tidy. Only if your bylaws require that a majority of the directors is required for a motion to pass is there a problem. Although, if every vote at a board meeting at which only 3 members present is unanimous, the problem is solved.

President:

The president can do whatever she wants? Not so, unless the board allows it. President does not equal dictator or "boss". The president has no authority other than what is delegated to the president in the bylaws and by the board. In fact, ALL officers are elected/appointed by the board and serve at the pleasure of the board. All officers, including the president, take direction from the board; not the other way around. Consider the titles of the officers as job titles, and the duties and responsibilities spelled out in the bylaws as job descriptions.

Attorney Contact:

At our very first annual meeting, where we were to elect our first all-homeowner board to follow through with transition from the developer, the HOA attorney reminded everyone that he was the association's attorney and not the attorney for the individual homeowners or board members. He warned everyone not to call him with questions or they would likely be billed for his services.

Typically, the president (and sometimes the property manager, if there is a management company) is designated as the point of contact for the association's attorney. Others who contact the association's attorney without prior authorization from the board run the risk of being individually billed for the attorney's services.

After about three months with our new board, we noticed that the budget for legal expenses was being eaten up rapidly. Upon looking into it, we discovered that every time the board posed a question concerning transition, either the president or the property manager would take it upon themselves to phone the attorney and ask the question. Ca-ching! The association was billed for the attorney's time to answer the question. As a result, the board directed the president and the property manager not to call the attorney with questions unless the board authorized the question to be asked beforehand.

Simply put, if you called the attorney without prior authorization from the board, the bill is likely yours.

VaH - unless your documents permit, you can not conduct board business over email.