Non-responsive HOA president

Hello, fellow forumers. I was active on this forum back in August. I received much valuable advice about an HOA president who was overreaching his authority. That President resigned in September, and a new President was appointed in October.

The new President, for reasons we don't understand, has not answered all but a couple phone messages or e-mails from members or trustees.

At this time, the board needs to address a few urgent matters, but the President is not willing to schedule a trustee meeting. He cites that it would be a waste of his time.

The urgent matters are:

- spring road maintenance usually done in late April (our HOA has private roads)
- how to handle elections at the Annual Meeting in June (how to word the Call for Nominations to be mailed to each member)
- how to respond to the threat of legal action by two members who believe a change in the dock waiting list was improper

On 4/16 I sent an e-mail to the board to ask if we could meet on 4/23 to discuss briefly how to handle the Call for Nominations. Five of the six trustees replied that they would attend. The sixth trustee, the President, did not respond to the e-mail or to my phone calls. Just before the meeting was to take place yesterday evening, the President sent an e-mail stating that the board was not permitted to meet because it is the President who schedules meetings. I phoned the other trustees and we did not meet.

My question is: Can the President prevent the board from meeting and (most importantly) taking care of business?

I don't want to add to the problem by scheduling a meeting on my own, and opposition to the President. On the other hand, the board has a responsibility to take care of the roads and to handle other business.

Thanks very much!

HOA Secretary

Our bylaws state:

"Board of Trustee meetings shall be held regularly and are scheduled to accommodate the schedules of the current board members. All meetings are open to Members in Good Standing. A meeting of the Board of Trustees may be called at any time by the Board President."

"A minimum of four (4) Trustees shall constitute a quorum for any Board Meetings."

The bylaws indicate that the President may call a board meeting at any time, but it is not stated directly that the President is the only trustee who may call a board meeting. My interpretation is that if 5 out of 6 trustees want to hold a board meeting, they may do that. But that's only my interpretation.

It seems that the president can't be bothered. There is no need to have the president in attendance for the Board meeting. If a quorum is present then those Board members that are present can conduct the business of the association, including selecting a new president. The replaced president would still be a member of the Board and is not likely to run for a full term. Ignore the current president and proceed with running your community without him.

Thank you so much for the thoughtful replies; I really value this forum.

The Articles of Incorporation show that our HOA was formed under Michigan's Public Act 137 (Incorporation of Summer Resort Owners). Our HOA was not formed under the Michigan Non-Profit Act, as many HOAs are.

Which is the lesser of two evils: not taking care of the roads and other business, or calling a trustee meeting when the President declares we may not?

The general membership has been unanimous in its wish for there to be trustee meetings. The membership is aware that work is not being done, that the roads have pot holes and are dusty, and that their questions are not being answered. Members also appreciate being allowed to speak during the Member Comment part of a trustee meeting.

My sense is that the current president is the only person who would complain if we (five out of six trustees) held a trustee meeting.

Five out of the six trustees are available to meet and have asked to meet on 5/9. The sixth trustee, the president, has not replied to any of the recent e-mails asking for a board meeting on 5/9.

In addition, we have left 5+ phone messages for the president.

The five trustees are strongly considering meeting on 5/9, with proper notice to the entire membership, with or without the president.

None of us is comfortable doing this, but we feel that to take care of the roads and other issues is our first priority.

Yes, Chrystal, do call a special meeting of the board with proper notice to the membership. As a board, you all have a fiduciary obligation to protect and maintain your HOA. How the board prioritizes HOA issues and works out the details generally requires a meeting of the board. You must make some decisions!

Re: your upcoming election, your Bylaws may state some details or if silent, your state statutes may offer guidance.

If it were our Board, we'd hold an executive session to remove the president from her/his office and elect someone else to fill that role. The results would be announced at the meeting that all members attend.

I like Tim's idea, though, of one of you approaching the president to see what the problem is. Who among the board nominated him/her to be president? Perhaps that director can approach the president.