Self Appointed Board Member

Gary,

As you pointed out, the Board may fill a vacancy. The Board (the entire board) may chose anyone who is qualified to fill that vacancy - including existing board members (although I see this as unethical, it's probably legal - you would need to speak to an attorney to be sure). Expecting that your Association is incorporated as a nonprofit (most are), the board must comply with
Connecticut Revised Nonstock Corporation Act.

Per Sec. 33-1091 of that act, the law defers to the governing documents. However, if your governing documents are silent, then the law specifies "If the vacant office was held by a director elected by a class of members, only the members of that class are entitled to vote to fill the vacancy if it is filled by members entitled to vote for directors." I suspect that somewhere within your governing documents the membership is identified as "Class A" members. Therefore, if your governing documents are silent there may be an argument that the board acted improperly by filling the vacancy themselves. Of course, someone would need to challenge this appointment in order to make that argument.

As you can see, it's going to depend on the wording in your governing documents.

The annual meeting should have been held even if there were no elections. This is because most HOA and/or corporate laws require an annual meeting. However, there is typically no penalty for failure to hold one. This would be covered by Sec. 33-1061 of the nonstock corporation act (which only applies if the Association is incorporated as a nonprofit) and/or Sec. 47-250 of the Common Interest Ownership Act or somewhere within the Condominium Act of 1976 which ever law, HOA/COA, is applicable.

Hope this helps,

Tim

Tim,

It sounds like they are not familiar with HOA laws either.

Gary,

If your HOA was founded after January 1, 1984, they must comply with Chapter 828, The Connecticut Common Interest Ownership Act.

Although the Act does defer to the Declaration or the Bylaws in many instances, there are some items worthy pf note:

Section 47-245 States that (unless otherwise stated in the Declaration or Bylaws) the executive board may fill vacancies in the board of directors for the unexpired term of the director, or, if earlier, until the next regularly scheduled election of directors. I interpret this as implying that the board may not cancel the next regularly scheduled election.

Section 47-250 requires that there be at least one meeting of the homeowners held annually.

I am not a lawyer, but from this I would conclude that what was done was a violation of Chapter 828. That said, what can you do about it? Unfortunately, not a whole lot. You could bring the matter to their attention, and, assuming that they are law-abiding citizens and wish to do things properly, they would comply. Beyond that, the only remedy is civil action. No criminal act took place, so you can't have someone arrested and thrown in jail.

You could complain to the Attorney General's office to see if they would send a letter to the board informing them of their error. This might be worth doing anyway since, in the past, the AG has been pushing the legislature for changes in the law to allow the AG's office to have oversight over HOAs. Cases like yours provide more ammunition for the AG to use.

You could contact an attorney (at your expense) to see if he/she would send a letter of non-compliance. That might convey the impression that you are serious and may cause them to reconsider.

You could file suit to try to force them to comply. In that case, however, you would likely have to show that you have been harmed in some way (loss or damage to property, loss of money, personal injury) or the suit could be dismissed, even though the law has been violated.

In short, when it comes to violations of civil code, unless people are willing to abide by the law, there are not a lot of options when it comes to situations where the individual committing the violations just doesn't care and wants to do things their way anyway.

Gary

It would be interesting to read the minutes of the meeting when this all happened and also your by-laws. Are officers elected by the membership or by the board? Was there a vice-pres to step in and assume the role of pres. until the next annual meeting? There might have been a tacit agreement among the remainder of the board members that the person who stepped in as pres. was the best qualified person for the position. With the facts that you presented it seems that the self-appointed pres. would have had to resign her former position on the board(especially if the duration of her term was shorter than the deceased member) and then be appointed by the board to fill the vacancy and appointed pres.

Bottem line seems to be that you still have a vacancy on the board. Most by-laws allow the board to fill that vacancy for the remainder of the term.

The real violation seems to be the cancellation of an annual meeting which is required under Ct. Common Interest Ownership Act. The membership of at least twenty per cent(or lower if your by-laws so specify) of the votes can still request the secretary to call a meeting.

Small associations/board are somewhat casual in the way they get things done. Every now and then you have to ask yourself what real harm is being done?

It's unfortunate the state has been unable to require board members to avail themselves to a cursory education on their responsiblities as board members. Or that Associations don't require a line item in their budget to pay for their volunteers to seek out classes that would benefit the entire association.

A board member just does not step into the presidency. The board elects its officers! JI