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ChrisW4 (Georgia)
Posts: 16
Posted:
Hi all,

I took over the President and Secretary positions from the previous HOA President last year, and recently began thoroughly reading through our bylaws and noticed a couple of defects in our org structure that placed us out of compliance with our governing documents. Specifically, we had no Vice President, and were in violation of a rule stating that my dual roles as President and Secretary could not be held by the same person. This had been the case for as long as I have lived in the community, and most likely had been the case for several years prior - I simply assumed the existing board structure was "correct" when I joined.

At the next meeting following this discovery, I appointed a Vice President and a Secretary to correct these deficiencies, so all is well now. My concern is, given that we had been out of compliance so long, could an owner point the past defects out in order to challenge the validity of any of the HOA's actions taken during the time the board structure was noncompliant? Actions like raising the dues, citations/fines for CC&R violations, etc.

Thanks!
JoeW1 (New York)
Posts: 728
Posted:
ChrisW - Not to say that an owner won't raise an objection. But no, don't worry about an owner pointing out the past organizational structure invalidating what was done. You've turned it around and that is what matters. If any of the actions taken during hte time the board structure was noncompliant you can seek remedy to reverse those. Dues, citations, fines for CC&R violations are part of the fiduciary responsibility and must be carried out, dual post or not. There may be a reason why there were dual posts, i.e. owner apathy, board/community tension, etc. You're on the right track and look to the future.
RogerB (Colorado)
Posts: 5,067
Posted:
Chris, no problem with past mistakes. If a member complains just say it was done in ignorance. Meanwhile, I don't believe your By-laws allow the President to appoint officers. Normally officers are elected by the Board members. Check this out and if necessary correct it.
MelissaP1 (Alabama)
Posts: 13,836
Posted:
Don't worry about the past. You can only do what is present. My only concern was the "appointment" of the position on Vice-president and Secretary. Typically, what happens at an election, the board is elected by the GENERAL members. It is then the BOARD's responsibility to elect the office positions amongst itself. However, it can be done (like in ours) that people elect BOTH board members and officers separately. I like the latter better. Typically, because there is a limitation on the number of board members. Having the option of board members PLUS office positions gives more participation of the people who want to be involved.
I think you did the best you can do in the situation your in. I was in a similar situation. We started out with 7 board members, vice-president, and secretary. By half-way through the year, I had 1 Vice-president and 1 board member! Even I moved out of the HOA, and I was President!!! So sometimes you have to do what you must to get the job done. The secretary job mostly took notes and may have been responsible for filing certain types of paperwork. However, if you have a bookkeeper or Management company, they can handle those details for you. Just make sure it's in their contract to do so.

Former HOA President
ChrisW4 (Georgia)
Posts: 16
Posted:
Thanks for the replies. To clarify, "appoint" was a poor choice of words - we did fill the positions via a motion and a board vote. So no problems there.

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