By-Laws

Started by CherylC1 • 9 replies • 1795 views

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CherylC1 (Pennsylvania)
Posts: 80

Posted:

We are revising our by-laws. One of the issues is when we have a vacancy
during the year the board votes on anyone who wants to be on the board.
As of now the board is 85% filled with people who are "friends" and they
vote against anyone else. How do you fill your vacancies?

Also there are things coming out that don't seem quite right. We have a financial
committee formed but they won't give us any information. What rights do we have
as members of the community and is there anything we can do or anyone we can
go to for help? I know it says in the by-laws that members of the community
are allowed to view documents but we have tried.

Thanks!!

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By CherylC1 on 04/19/2012 6:31 PM

How do you fill your vacancies?

Cheryl,

Irregardless of how other Associations fill vacancies on the Board, your Association must comply with the process identified within your governing documents and/or applicable State laws.

From what I've read of PA laws (and I may have missed it), it appears that they are silent and thus defer to the governing documents. If your governing documents are also silent, then it would be the prerogative of the board on how vacancies are filled.

My association allows vacancies to be filled by appointment. Appointments are made by the majority vote of the existing board members.

Quote:

Posted By CherylC1 on 04/19/2012 6:31 PM

Also there are things coming out that don't seem quite right. We have a financial
committee formed but they won't give us any information. What rights do we have
as members of the community and is there anything we can do or anyone we can
go to for help? I know it says in the by-laws that members of the community
are allowed to view documents but we have tried.

If you have asked to view documents and been denied, depending on the reason of denial, you may have the option to force the documents to be provided to you through the court system. Sometimes this only requires the threat of taking the issue to court, sometimes it takes a letter from an attorney, sometimes it requires a full blown court case.

The first thing you should do is determine what documents you are allowed to see. Typically the minutes of any meeting, the membership list and the financial statements are those thing that are to be made available to the members. To determine what is considered to be part of the financials you will need to read the applicable laws (HOA/COA and possibly corporate). This is because, some associations may determine that members may only see the balance sheet and not the checks, contracts, etc. that were used to make the balance sheet.

Hope this helps,

Tim

CherylC1 (Pennsylvania)
Posts: 80

Posted:

Yes, thank you, it does. I already went through the courts. The judge threw out the case!
Just goes to show you, our legal system seems to protect the criminals.

My attorney sent the board attorney a letter requesting the information. The board attorney
told the board to do the right thing. They wouldn't!

LarryB13 (Arizona)
Posts: 4,099

Posted:

All our board members hold two-year terms of office. When we have a vacancy on our board, the board is permitted to select someone to fill the vacant seat. That appointment runs only until the next board election, even if the two-year term is not up.

This does create a problem, however. If a person is elected to a 2-year term and resigns, say, 6 months later there are 18 months left on his term. At the next election, anyone can run to fill the seat. This has created no end of problems because everyone thinks the person has been elected to a 2-year term when in reality he was elected to fill out the last year of someone else's 2-year term. We have a nine-member board. Our elections were supposed to be staggered but the confusion over filling out a term has led to seven seats being voted on one year and two seats the next.

Personally, I would like to leave seats vacant until there is a real need to fill them. Our bylaws allow us to have as few as seven members on the board, so there is no need to trip the fire alarm just because someone resigned from the board.

If I could revise our bylaws, I would want to clarify that filling a vacancy does not alter the original term of office.

And, yes, those who are appointed to fill vacant seats are always those with a like mind-set as the majority of the board. I do not think that is good for the association but it's just human nature to do that.

JeanneK3 (Maryland)
Posts: 562

Posted:

Cheryl:
You need to organize your neighbors and recall the board and elect a board that obeys the law. You must wonder what they are hiding.
Jeanne

MelissaP1 (Alabama)
Posts: 13,836

Posted:

People are always thinking there is a "conspiracy" or ONLY people who know eachother get elected in their HOA...Where do you think the pool for people to run for the HOA comes from??? Seriously? There are no "They or Them" in your HOA...It is YOU and your neighbors. So with enough apathy, lack of desire to be a board member, or people don't care enough to vote/change the HOA IS going to be run by those who make the effort. That is a FACT. The board is perceived to be all favorites of someone until someone else decides to run and make an effort by NOT suing their HOA but participating in it. A HOA is operated by it's members for it's members meaning the rules of it are up to the majority to decide what to do with them They can also change them too if you all don't like it.

As far as the money not being discussed openly it's mostly due to uneducation. Which seems pretty ripe in your HOA. You are all stockholders in the HOA and thus should have access to knowing the financial health of it. However YOU do NOT need to know INDIVIDUAL information as you don't need vigilantism. General terms and no specific names suffice...If not, then no one can help you.

Former HOA President

CarolR11 (Colorado)
Posts: 2,563

Posted:

Our bylaws state the same thing as most other replies here. And if there'a a vacancy, the board appoints someone willing to fill it. If the vacancy is due to a director having been recalled by the homeowners, though, the homeowners would elect a new director ( or directors).

A director in our HOA who fills a vacancy serves only until the next Annual Meeting & Election. Although Larry of AZ dislikes this approach, it has worked well for us because (1) since directors DO get to fill the vacancy, "their person" will, at least, not serve potentially 23+ months! (2) It's easier to entice volunteers when it's not for a long term. It gives some who aren't sure they want to serve the opportunity to get their feet wet, etc. (Our terms are for 2 yrs.)

Larry, our Bylaws also mandate "staggered" terms but, as you point out, due to resignations, we, for example, ended up needing 5 directors (of 7) at at Annual Meeting a couple of years ago. The way that was handled was that the top two vote-getters served for two years, and the next three served for one year.

Cheryl, why not put together a strong slate of candidates and work hard to be elected at your next election? That's what we did here and within a year we "good guys" had a majority on the board.

Re: seeing the financial reports. I believe that there must have been something wrong with the way you proceeded in your court case to have had it thrown out. You say that your own attorney AND the HOA attorney say that homeowners have the right to view most financial records. I assume that your Financial Committee is NOT asking to see the private records of homeowner delinquencies, fines, liens, etc. Am I right??

In Calif., & it sounds like in PA, any HO may view our financial records upon written request. The HOA may charge for copying costs

Why does the board say to explain why you and your committee may not view these records? When did the board approve the formation of the committee? What does your committee charter say? In other words, what is your committee supposed to do??? What, if anything, do your Bylaws say about committees?

CherylC1 (Pennsylvania)
Posts: 80

Posted:

Unfortunately we must not be normal because how I described our board is really the truth.
They have kept 4 of us off the board by voting against us for a vacancy. They still had a
couple vacancies but waited until they could find a friend and fill it. Although they still have
one opening. They change the minutes to say what they want them to say and when residents ask for copies they ignore them.It really is bad. I have lived here 20 years and never have seen anything like this. We formed a
finance committee and they voted on it and it was approved. But I understand at their "executive" meeting
they were joking saying that we won't be seeing anything. Truthfully our hands are tied and unfortunately
out of 520 residents about 20 show an interest. No one else wants to get involved. Also the president
took over the books when they had to fire our secretary and he said he had to recreate half of the accounts.
Are you kidding me! I have a feeling when and if we are able to view the finances we are going to
find something interesting! Our last audit from 2009 was so bad and we still don't have the audit from
2010. I think once we get this it will help us, supposedly the auditors will be there next month but
they changed auditors last year, they are friends of the president.

CarolR11 (Colorado)
Posts: 2,563

Posted:

Are you 520 units? Or are thee 520 total residents? With that many, don't you have a property manager?

Why don't you and the others who're concerned run as a slate for the board. When is your annual meeting and election?

I do believe you that it's bad there, because it was very bad here too. But we were able to take over the board with just two annual elections, i.e., in one year.

LarryB13 (Arizona)
Posts: 4,099

Posted:

Quote:

Posted By CarolR11 on 04/20/2012 3:26 PM

A director in our HOA who fills a vacancy serves only until the next Annual Meeting & Election. Although Larry of AZ dislikes this approach, it has worked well for us because (1) since directors DO get to fill the vacancy, "their person" will, at least, not serve potentially 23+ months! (2) It's easier to entice volunteers when it's not for a long term. It gives some who aren't sure they want to serve the opportunity to get their feet wet, etc. (Our terms are for 2 yrs.)

Larry, our Bylaws also mandate "staggered" terms but, as you point out, due to resignations, we, for example, ended up needing 5 directors (of 7) at at Annual Meeting a couple of years ago. The way that was handled was that the top two vote-getters served for two years, and the next three served for one year.

I was not advocating keeping appointees on the board for up to 23+ months; the seat should be up for a vote at the next election for directors. My objection is that we screw up our staggered terms and end up with 7 seats up for grabs one year and 2 the next.

I think if we could start over that we should have assigned a number to each seat and held elections for odd numbered seats in odd numbered years and elections for even numbered seats in even numbered years. This would have kept the staggered elections on track.

US Senate terms are six years. If a senator who was elected in 2010 has died since then, there would be a special election this year to fill the vacant seat. The winner of that election would serve only the remaining 4 years of the original term, not six years. I think if the US Senate can figure this out the rest of us ought to be able to do the same.

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