Ineffective POA President will not resign

Started by CarolynP1 • 9 replies • 1626 views

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CarolynP1 (North Carolina)
Posts: 4

Posted:

Our community is small and includes primarily secondary or rental properties with a very small percentage of owner occupied residences. For this reason, we have not had much luck building an effective Board in the past and the current President accepted the position by default a few years ago. There are NO other members of the Board currently. The President has indicated in writing previously that she would gladly hand over the reigns now that others want to participate.

There are several owners who are now willing to step up and run the POA and are trying to set up an annual meeting to hold an election. We have asked the current President to provide us with the Association documents, access to bank accounts, and PO Box but she has not appeared at meetings or been forthcoming with information. We also have no D&O insurance and would like to purchase that prior to taking over as a Board but cannot do so without access to funds or the President's cooperation.

Can we hold a meeting and election without the President since she has not been responsive? Should we continue to contact her?

TimB4 (Tennessee)
Posts: 21,059

Posted:

Carolyn,

Your group may certainly have a meeting with each other. However, because you were not elected or appointed to the Board, you may not conduct business for the Board. This includes spending money, entering into contracts, hold elections, etc.

I would suggest that:
1) you make up a document apponting x,y,z to the Board.
2) You knock on the door of the President, explain the situatino and ask that they sign the paperwork appointing x,y,z to the board.

Once this is signed, make a flyer and distribute it to the membership.
Once the membership is informed of your appointments, call a meeting of the board (with proper notice, etc.) for the purpose of organizing a general membership meeting (notice, agenda, proxy forms, ballots, sign-in sheet, minutes from last general meeting, etc.) to elect officers.

Again. Until you are appointed or elected to the Board - you are not authorized to perform any official Association business.

hope this helps,

Tim

JanetB2 (Colorado)
Posts: 4,219

Posted:

Hi Carolyn … Welcome to the forum.

I will supplement Tim's information with provision from your state laws regarding the members calling a meeting.

Here is a link for the North Caroline Planned Community Act:
http://www.ncleg.net/gascripts/statutes/StatutesTOC.pl?Chapter=0047F

Some of your association documents such as Declaration of CCR’s, Amendments to CCR’s, Articles of Incorporation, etc. should be filed with the local County Records. Check their website and put your association name into the search to insure you already have copies of all documents on file.

Meetings can be called per:

§ 47F 3 108. Meetings.
(a) A meeting of the association shall be held at least once each year. Special meetings of the association may be called by the president, a majority of the executive board, or by lot owners having ten percent (10%), or any lower percentage specified in the bylaws, of the votes in the association. Not less than 10 nor more than 60 days in advance of any meeting, the secretary or other officer specified in the bylaws shall cause notice to be hand delivered or sent prepaid by United States mail to the mailing address of each lot or to any other mailing address designated in writing by the lot owner, or sent by electronic means, including by electronic mail over the Internet, to an electronic mailing address designated in writing by the lot owner. The notice of any meeting shall state the time and place of the meeting and the items on the agenda, including the general nature of any proposed amendment to the declaration or bylaws, any budget changes, and any proposal to remove a director or officer.

Hope this helps.

SusanW1 (Michigan)
Posts: 5,202

Posted:

Yes, simply call a Special Meeting of the members for the purpose of electing officers. The current president should lead the meeting, but don't count on it. The group will have to elect a presiding officer for its very first order of business. No other business can be conducted at the specific meeting.

Most outgoing officers have 24 - 48 hours to turn over all files to the new officers. You cannot ask her to turn over these files until there are new officers elected at a duly called meeting. Since she has been filling the role of ALL officers, of course you will expect the minutes and the financial statements.

If she does not comply,have your HOA lawyer write her a letter.

Good luck on re-energizing your HOA!

JonD1
Posts: 2,350

Posted:

Just to be clear the current one person Board served when the other owners all wanted nothing to do with it?

That was fine till we have several owners ( just how many is several?)
How many units exist? How many owners now are suddenly willing to take on the job of serving on the Board?

So now all that is left is the current President simply turn everything over to this group who have not been elected or appointed to any position on the Board.

IMO certainly not how this works.

You can't simply ask someone to move along and your group takes over the bank accounts and decide to purchase insurance coverge with the property's funds when you have been elected to nothing.

I currently hold the position of President if a group knocks at my door tonight and says ok we are here to take over just turn everything over to us do you think I or many other people would comply?

My suggesion you obtain copies of the documents that govern your property and take the time to learn the process and requirements of what would need to be done to now assume the roles of Board members.

On a personal note if I had been willing to do a job no one else was willing to do for years and now suddenly a group of folks who have done nothing decide it was time for me to step aside and walk away I would be offended.

Now you suggest they are ineffective but for the years they volunteered their time for free that was just fine. Seems to be a certain lack of appreciation.............No matter what quality of job they were able to do it was still beter than those owners willing to do nothing.

SusanW1 (Michigan)
Posts: 5,202

Posted:

You have a point . . .

I guess we all ass-umed that there had not been an annual meeting or an election for a very long time and this group wants to complete these two HOA requirements.

At the election, she can throw her hat into the ring, like any other person.

CarolynP1 (North Carolina)
Posts: 4

Posted:

Quote:

Posted By JonD1 on 03/14/2012 1:41 PM
Just to be clear the current one person Board served when the other owners all wanted nothing to do with it?

That was fine till we have several owners ( just how many is several?)
How many units exist? How many owners now are suddenly willing to take on the job of serving on the Board?

So now all that is left is the current President simply turn everything over to this group who have not been elected or appointed to any position on the Board.

IMO certainly not how this works.

You can't simply ask someone to move along and your group takes over the bank accounts and decide to purchase insurance coverge with the property's funds when you have been elected to nothing.

I currently hold the position of President if a group knocks at my door tonight and says ok we are here to take over just turn everything over to us do you think I or many other people would comply?

My suggesion you obtain copies of the documents that govern your property and take the time to learn the process and requirements of what would need to be done to now assume the roles of Board members.

On a personal note if I had been willing to do a job no one else was willing to do for years and now suddenly a group of folks who have done nothing decide it was time for me to step aside and walk away I would be offended.

Now you suggest they are ineffective but for the years they volunteered their time for free that was just fine. Seems to be a certain lack of appreciation.............No matter what quality of job they were able to do it was still beter than those owners willing to do nothing.

Im not sure why you are reading so much information between the lines in my original post. To say that there is a 'lack of appreciation' is inaccurate. In fact, I have routinely thanked the President for her service during my conversations with her about her desires to step down. She has been aware of and supportive verbally of handing over the Board duties to new members. We are not knocking at her door demanding that she step aside. We simply want her to allow us to proceed, which is what she 'says' she wants to do. Our concern is that her words and actions are inconsistent. She has not held an annual meeting in over a year nor billed anyone for annual dues. Our liability insurance policy cancelled and she only recently secured replacement coverage. She has not appeared at meetings to discuss transition even though she has been invited and indicated interest in attending and facilitating a new election. We know that we cannot carry out Board duties until we are elected officers. I only recently purchased property in this development but have lived here for 5 years. There are only 21 owner occupied residences with many other owners living out of the area. Once someone demonstrated an interest in leading the Association, the other interested parties followed suit (7 so far). Im hopeful that she will eventually resign or hold a meeting so new members can be elected. I was just interested in non-judgmental suggestions to facilitate that process to move our neighborhood along.

CarolynP1 (North Carolina)
Posts: 4

Posted:

Quote:

Posted By SusanW1 on 03/14/2012 2:06 PM
You have a point . . .

I guess we all ass-umed that there had not been an annual meeting or an election for a very long time and this group wants to complete these two HOA requirements.

At the election, she can throw her hat into the ring, like any other person.

Your assumption was correct. No meeting in over a year and no election in over 2 years.

CarolynP1 (North Carolina)
Posts: 4

Posted:

Thank you to those who offered constructive suggestions and insight. I will check out those links!

JonD1
Posts: 2,350

Posted:

Carolyn:

I can only go by what you have provided in the way of information.

Many folks present their side or version with some little twists that always seem to support their views.

Some of what you have stated makes no sense to ME. On the one hand according to you this currenly serving President "previously" agreed to step down. But now their actions would seem to indicate otherwise. Would be enlightening to hear their side of this matter. I wonder if they see as many problems with the job they have done as you?

You state you KNOW you can't take actions without having been duly elected but you request the "default" President to turn the bank accounts over to your group so you can arrange for D&O insurance before you assume your new positions. HUH? So under your governing documents you can assume control and make this sort of decisions without an election?

You state that you have expressed appreciation but the subject of your OP "Ineffective POA President will not resign" hardly seems to suggest a gratitude for what they might have done while no one else was interested. But it might just be me.

I would take a wild guess and conclude there is more to this situation than you have provided. But again we can only go by what you have stated.

IMO a group of 7 does not constitute either a majority or the number of owners needed to act as a body representing the property. You provided only the number of owner residents as 21 with many other owners who rent their properties or do not reside there year round. IMO your group of 7 does not now represent those owners. Nor do you have any legal standing to assume the current President, who at some point had some support to be put in that position, simply turn over the keys when 7 owners decide the time has come.

Evidently, the current President for whatever reason is not going along with YOUR plan. According to what you have provided.

I always am amazed when a small group of people decide among themselves that now they have the answers and understand what needs to be done and when they act to take over not everyone always seems to agree and are willing to simply step aside. Throw them out, recall the Board, but they just won't leave.............or go along with our plans. Now that's a problem.

I might have handled this another way. Perhaps offer to join the Board and work WITH your fellow property owner for the betterment of your property. Perhaps take some repsonsibilty for the operation of your own property which for at least a few years your fellow owners were unwilling to do. Maybe if the President, serving by themselves for the last few years, was offered some support you might be less able to find so much fault with their performance.

I hope things work out best for all involved.

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