Theft by treasurer/Election meeting

Our President got informed by our bank in July about concerns for our account. It appears our treasurer had stolen our money (President saiys around $50,000. She has been arrested awaiting trail. The problem is, we have not had a full board since then. I have told the President we needed to reolce her because he coud not hold more then one office but he failed to do so. I ask once again for an election meeting which he posted a date the next day. The problem is he did not send out notices or proxy's (posted only web site) I told him he could not do that and that we also would need a quorum. His reply to me was he wasn't going to do any of that, because it didn'y matter anyway. He is hoping to remain President even though in my opinion he is as much at fault for the fheft as our treasurer, since he never checked the bank or financial files which he admitted to me. He seems to go by his own rules. Is there anything I can do?

this is an election meeting...we had an emergency meeting when told of the theft in July...This President said he will not follow the rules of HOA or SS...no proxy's, no quorum...we will be getting no end of year report...I have requested to see all financial records. President said most were destroyed and that he only had a few...so if proceeds with this meeting w/o following our laws will this meeting still be a legal meeting?

Well I went to the meeting or so called. The President did exactly what he had told me...there was no election. He proceeded to tell us (all16 of us) that he would serve another year, that Jill (someone from the original board) had volunteered to be treasurer and some guy said he'd be VP...I got up to leave saying since he was not following our laws or SS there was no meeting....The few people that were there seemed to know him quite well and agreed to his appointed positions. Several of them turned against me and told me I was wrong and said ok we'll vote and we vote for the Presidents picks...One old man was yelling at me...I just walked out. They had said we can never get a quorum. So this way was ok. The President didn't even try by sending out proxy's. I am not happy about, please tell me what I can do....I had gone there prepared to volunteer for treasurer.

Hold your court horses on this one. I have to speak up here and put things into reality and perspective. The reality is that there is just so much apathy in many HOA's that it would be impossible to ever have quoroms or enough board members to serve. That is the REALITY. Sorry it doesn't abide by the "Rules/laws" but it just is.

I did NOT notice that you volunteered to be on the board or did you? That is a bit unclear. Seems if you didn't volunteer or not already on the board the issue isn't that procedure wasn't followed. It was that someone else didn't get the job. If there are no "Someone else's" to choose from then you get whoever is willing to do the job. Which does NOT sound like much competition or beyond you disagreeing to the choices the president made.

Your president was right that he can't do more than 1 position. Matter of fact in many HOA's it is stated that the President can NOT be the Secretary. Which then means the President can't even take meeting notes and post them if that is the responsibility of the Secretary. (A problem I had). So your president isn't that far off on what he has done.

When I was President one year we had to have 5 board members. By the end of that year, I had lost every board member except for the Vice-President whom no one liked and had not paid dues in months. Even I had moved out of the HOA! (Next door to a non-HOA to remodel a house). My hands were tied as people were demanding new board members and elections. Guess what? Our documents did NOT allow for elections except for once a year in January. I could also NOT appoint anyone either. Also had to consider there was no one to appoint who wanted the job. I was pretty much the loan wolf and NOT because I wanted to be.

Your HOA is probably facing a similar reality. Honestly, sometime you get what you have to get to get by. Sorry it may not be by the "rules" but would there have been a difference if they had? Was there anyone else in the room who wanted to put their hand up or name on a ballot? If so, then they should have taken up the argument with you. Otherwise, if your not willing to serve then let those who do, do it and hope for the best. It's NOT professional but VOLUNTEER. Only requirement is to be a homeowner. Don't get lost in your wishful and oughta thinking...

BTW:

It hasn't been mentioned yet so I will.
The Association needs to pay for a full audit by a CPA.
It could cost 5K but will be worth it, especially since there has been a theft.
A full audit will also look at the current procedures that allowed this to happen and make recommendations on how to correct.

As for the lack of quorums at meetings, like it or not, the correct procedure per Florida Not For Profit Corporation Act, specifically 617.0806 [emphasis added]:

Each director shall hold office for the term to which he or she is elected or appointed and until his or her successor has been elected or appointed and qualified or until his or her earlier resignation, removal from office, or death.

If a special (or annual) meeting was called for elections and a quorum was not present, elections could not be held. Therefore, per corporate law, the Directors in office would continue to serve unless they resign.

What I'm confused about is was this an annual meeting or a special meeting of the membership because of the arrest of the treasurer.

I just wanted to point out that unless the governing documents required it, the Board did not have to hold a special meeting and could appoint members to fill the vacancies.

However, I do agree that if the Board was going to call a special meeting then the procedures (notice, quorum, etc.) should have been followed.

Since it appears that the current board is not really willing to address that issue, I think it leaves the following options for Sidney:

1) Solicit signatures for a recall
2) Petition a court to void the election results and hope the judge doesn't defer to corporate law saying that even though proper procedure wasn't followed, the board had the right to appoint and as such, the appointments stand until the next election (court ordered or wait until annual meeting).
3) wait for the next annual election and vote the bums out

Sounds to me a lot like the Morty Seinfeld/Boca Del Vista impeachment hearings

It is APATHY...Asoociation members who don't participate do give the power to the board to do what they want. It is when a member participates that they must adhere and account.