attorney retainer fee

The Sec/ Treasurer of our HOA hired an attorney to examine the CCR's that was done and opinion rendered The Sec./Treasurer paid a $450.00 (retainer) for this service do we have the right to see a copy of this agreement (retainer agreement)?

(Depending on our documents) please explain. There is nothing in our doc's that allows the sec/treas. to hire anyone let alone pay a retainer/make a contract without membership approval.

Hi BB:

As an example under your states Condominium statutes the following is stated:

http://www.moga.mo.gov/statutes/C400-499/4480030103.HTM

Executive board members and officers.

448.3-103. 1. Except as provided in the declaration, the bylaws, subsection 2 of this section, or other provisions of sections 448.1-101 to 448.4-120, the executive board may act in all instances on behalf of the association. In the performance of their duties, the officers and members of the executive board are required to exercise (1) if appointed by the declarant, the care required of fiduciaries of the unit owners, and (2) if elected by the unit owners, ordinary and reasonable care.
2. The executive board may not act on behalf of the association to amend the declaration, to terminate the condominium, or to elect members of the executive board or determine the qualifications, powers and duties, or terms of office of executive board members, but the executive board may fill vacancies in its membership for the unexpired portion of any term.

Now unless your governing documents PROHIBIT an action and as long as the board is not violating state laws by amending the declaration, terminate the association, or elect members to the board on their own … they get to act in all other instances on behalf of the association.

Do your documents specifically state that the board cannot hire an attorney?

BB since Missouri doesn't have HOA laws you should look to the non-profit statutes, specifically:

355.456. Execution of contracts by officers.
355.821. Corporate records.
355.826. Member's inspection of records.
355.831. Scope of inspection right.

The doc's refer to what the officers can do (their job) as opposed to what they can't do. This was a decision made entirely by the Sec./Treas. This may be a little off the subject I do know there are no HOA laws in MO. does that mean we can pick and choose (Corp. law ) as opposed to our HOA Doc.'s ?

Brad,

Gotta disagree with you again. The purpose of having officers, such as a Secretary/Treasurer, is to delegate to them the authority to operate the association on a day-to-day basis. Once he has been given that authority, it is up to that officer to do the job as he sees fit within any limits set by the board, community documents, or the law. Once the authority to act has been granted, the officer should have no reason to seek the board's permission to do what the board has already authorized him to do. The officers normally serve at the pleasure of the board and may be removed with or without cause.

There would be no reason to have officers if every action taken by one has to be approved by the board. Without officers authorized to act on behalf of the association, you would have 6-hour board meetings debating whether to purchase a box of paper clips, and if so, whether to buy it from Staples or Office Max.

NO, you would need to follow both however in the case that there was some controversy the state non-profit laws would prevail unless there was wording in the statute deferring to the documents.