Runaway Board

Last year I participated in a committe to amend our Code of Regulations in order to rein in runaway boards by returning some decision-nmaking authority to the membership (such as requiring a vote by membership in order to file lawsuits against fellow members and a vote on one-time expenditures over a certain amount). A vote was held according to our bylaws and the amended Code passed. Unfortunately there is a very vocal group in our development who refuse to believe the vote was legal because mail in voting was not done (previous Code of Regulations called for a vote to be taken at a meeting called for the purpose). To make a long story short, the current Board is, quite frankly, fractured. 3 of the Board members have not included 2 Board members in meetings for months, minutes from two general members meetings have not been distributed and the President claims the secretary (who is one of the members not included) has not done her job and there are no minutes. The president also claims that since the last meeting was recorded on his personal recorder, the tape is his and he does not have to release it. The 3 Board members have written amendments to the Regulations and have called a meeting to vote, with mail ballots sent (against the current Regulations).

At this point, a number of homeowner have been discussing our HOA and feel there is really no way to resolve our problems and dissolving our HOA has become a distinct possibility. We can to this by petition with 51% of our members signing. Our HOA is single family residential, we have no communal property other then a retention pond.

How do we word a petition to dissolve our HOA? Any guidance would be greatly appreciated.

Tim's points are good, it could be messy. Before you spend a lot of time on it, it might be good to have at least a preliminary meeting with an attorney.

Paul T

Tim,
Our retention pond will revert back to the township. Our street lights are paid for in our taxes. We have no playgrounds, hiking trails, bike trails, additional ponds or recreation areas. Each homeowner contracts for his own trash collection. Sidewalks are maintained by each homeowner, if they need to be replaced it is their responsibility. Our restrictions really have no teeth to them, nor are any consequences listed in this document.

Our entire association consists of 118 homes, 1 retention pond, 3 cul-de-sac islands and a front entrance. Our current Board (5 were voted in last December) is composed of 3 individuals (they decided not to include 2 at meetings because they would not vote the way the other 3 wanted. Meeting minutes from the Dec meeting still have not been distributed to members, an additional meeting in May also has no minutes, our President has declared since the minutes were recorded on his personal recorder he does not have to release them. Our secretary is one of the 2 not included, she has no association records as the President requested them and has not yet returned. The President blames the secretary for the lack of minutes, although she has not been involved in meetings.

It has come down to neighbor suing neighbor already, for things that are allowed in our restrictions. Nearly all our general meetings are contentious and there is much infighting. Our Board talks down to and is very insulting to members, yet they keep getting relected as the majority of members refuse to attend meetings or vote because they just want to be left alone. There are a growing number of us who would like to see the association abolished.

If that has been confirmed, great. What I've seen is that it's the town's option to take control of Associations common elements and many municipalities do not want the financial burden. The work around was always creating a special tax district of the properties within the development to pay for the additional expense. Creating tax districts can take time.


The islands and front entrance would be considered common area and the Association would have to go through the process to donate, sell or transfer that property to some entity.


Do the side walks border the common area front entrance? If they do, the maintenance of those sidewalks would be the responsibility of the Association and something else that would need to be transferred to the township.


Well, Even if the membership votes to abolish the Association, it's the elected board that would have to make it happen (as they would be the only one's who would have the authority to negotiate on behalf of the Association with the city. Therefore, your first step is to start gathering support, increasing participation and gathering proxies to vote the existing board (or specific individuals) out of office.

Just received a mailing from our current Board regarding a special meeting they have called for this week to vote on a new Code of Regulations (last year's Board revised the Code of Regulations to enable homeowners to have more say in the running of the association. It was voted on according to our original Regulations and 3 attorney opinions (requested by a motion from homeowner) regarding the legality of both the meeting and vote were upheld. Each homeowner received copies of all attorney opinions yet there is a faction (including the current Board) which claim the entire process was illegal because mail-in votes were not issued. Our Regulations (both original and current) state a change, amendment, etc of Regulations requires either an actual meeting or a petition signed by members. The only mail-in vote allowed by our Regulations is the election of Board members.

The mailing from our Board states that because many of our members do not attend meetings because of the hostile climate, THEY are making this vote on changing Regulations a "mail in" so everyone has the opportunity to participate. They also state many people are busy and cannot attend meetings so they should not be penalized.

My question is, how can we prevent this vote from either taking place or being considered a "legal vote"? I have no idea whether this proposed Code of Regulations has been reviewed by an attorney or even who our current HOA attorney is, our President told me they did not have one but supposed if they needed to consult an attorney they would use the one from last year, who was consulted both on the wording of the current Code and on whether the meeting/vote was legal.

As you can see, our HOA is in a mess and there are very few individuals who are willing to get involved, most prefer to remain in the background and not draw the attention of the Board.

I apologize for the double post.

OOOPS...no edit:

I ask, are you confusing things that must be voted on (Covenants, Bylaws) versus things that could be voted on like a R&R change?

Every State is different and uses different terminology.

Deed Restrictions, likely your Deed of Restrictions, would be your covenants (or what we refer to as the CC&Rs).

The Code of Regulations may or may not be considered your Bylaws or they may be part of the deed restrictions.

I've always wondered how a mail in vote or proxy could be legal or whatever you want to call it unless they are sent to a P.O. box or somewhere the would be safe and could only be opened at a membership meeting . Proxies were sent for one of our votes no one ever saw them except the Sec/Treas so you just had to take his word on the count.

I guess if you trust the Board then things will be ok. The problem is if you cannot trust your Board. I do not trust anyone on our current Board. For example, I asked 2 board members the same question - Where are the Dec 2011 meeting minutes? The president told me the secretary had not transcribed them. The secretary told me she had transcribed, given to Board who told her they wanted to make "changes" and nothing was ever done. I know the meeting was recorded as I was the outgoing secretary and made SURE the equipment was working. Currently there are minutes from 2 general meetings this year which have not been distributed to the members. Additionally, there is a vote this weekend (not being held in accordance with our regulations) to amend our regulations. This amendment was written by Board members and to the best of my knowledge has not reviewed by the association attorney (which we don't have, but I was told by our president that if they need an attorney they would use last year's - who worked with that Board on writing/filing the current regulations). I'm still trying to work out the ramifications of an attorney who worked on last year's regulation amendment and wrote an opinion saying we did everything correctly now saying last year's vote was illegal and this year's effort is OK.

HisissaS,
Thanks for reminding me I needed to follow through with an update. We had the Special Meeting for amending our Code of Regulations last week, and quite frankly, it was a farce. Only 3 members of our current Board were there, with 25 out of 118 homeowners signed in, although a number of them only signed in to drop off their ballot and then left. When I questioned who was recording the minutes,I was told it was not necessary as it was not a "regular meeting". Naturally I informed the Board that minutes were REQUIRED for every meeting held by either the general association or the Board and these minutes were required to be in the records and non-Board meetings were required to be mailed to members. A number of homeowners had questions concerning the latest version of the Regulations; the Board kept contradicting themselves when answering. One homeowner asked specifically which Regulations were being followed and was told the Board used a "little from this one and a little from that one", it appeared the Board was using whichever Code of Regulations which agreed with what they wanted to do. Neither our original or amended codes allow for mail in votes to amend the Regulations but the Board decided that people who didn't/couldn't want to attend meetings should have a say. After the votes were counted, the proposed amended Regulations did not pass.

Questions were also raised on the upcoming Election. Our current Code of Regulations specifies 5 Officer/Trustee voting positions (the original Code specified 3 Trustees, who would determine the officers. Trustees were also the only ones with voting privileges). The Board decided they would go back to the original code and elect 3 Trustees because (in their words) "what if no one ran for any of the positions? It is easier to elect Trustees and then have them decide who should be officers". This really makes no sense to many of us, our thinking is if someone isn't interested or willing to run for an office, they
really aren't interested in it at all. The other item the Board revived is cumulative voting, which was eliminated in the current Regulations. Many of our members don't vote in elections, they just want to be left alone and unfortunately that has led to a number of out of control Boards.

I found out a complaint was made against one of our members running for office. Our Regulations state in order to run for office all a homeowner needs is to be the property owner of record and their maintenance fees are paid. This homeowner has moved out of the association, the house is for sale and their fees are paid. The complaint was that this person should not be allowed to run because they do not LIVE in the association. My feeling is they are still property owners and have a vested interest in the association so should be allowed to run.

Several of us are consulting an attorney to determine if the Board can conduct the election according to a Code of Regulations that is not current and on file with the State and what do we do to ensure the election is conducted properly.