BOD membership paperwork

Renee,

Most states require some form of annual report from every corporation and those reports will list the names of the directors and the names of the officers, among other information. I am sure someone from California can give more details on your state's annual report. You would be wise to verify that required reports have been filed.

Most directors in most associations are elected "at large." That means only that they do not represent any particular ward or district or sub-association within the association.

Most associations also elect only board members and the board members then choose/appoint/elect the officers. Officers typically have titles such as President, treasurer, or secretary. (My state anticipates that officers and directors are different people and it has no set numbers of officers or titles. I do not know what is required in other states.)

The person you spoke with is probably correct in stating that she is an at large member of the board and not an officer of the association.

Renee:

I just have to ask. What is your end game here? Just what are you trying to accomplish?

I'm trying to find the extent of what is going on in here. It started with the Annual Budget Report which we received this month and all the red flags it contained. As I keep finding info, I see more and more red flags. I can't know what to address until I have all the information. I'm still working on that part. I can't even get a straight answer on who is on the board, so what choice do I have but dig dig dig.

I requested the minutes that were not loaded on the website. This is the property managers response.

"I will forward your request to the Board of Directors. The minutes that we currently have are uploaded to the website. Any minutes that are missing, we have never been provided with. I will inform the Board you are requesting the minutes from 2011 - 2013."

ARRRRGGGHHHH!!!

Bruce

You're right.What I wanted to convey is that our Secretary of State puts some stupid requirements on HOA's, but doesn't have the staff to maintain in a timely basis.

I can't keep up with all of the posts, so I more than likely missed it . . . but has anyone ever provided the boilerplate suggestion that you obtain, read, and try to understand your HOA's governing documents? Articicles of Incorporation, Declaration, and By-Laws will provide a lot of answers to the many questions you have.

In regard to your question here, it sounds like you have a 3-person Board with one of those Board Members also holding the Officer Position of President and the other two being Members at Large (meaning they are members of the Board but aren't a designated Officer, like VP, Treasurer, Secretary). Your governing docs should tell you what other Officer Positions your HOA is supposed to have or if a President is the only one (unusual in my experience, but I suppose it's possible).

I guess I just must be stupid that I don't understand. I know, it's just simple HOA stuff that any idiot can learn. I should have it down after 3 weeks. Shame on me.

But please.... let me quote myself "There's nothing in our documents that speaks solely to who someone is if they are or they say they are on executive board and nothing else."

But maybe that wasn't clear enough, let me try again....

"There is nothing in our documents that speaks solely to who someone is if they are or they say they are on executive board and nothing else."

O.o

The David-Stirling act actually mentions it twice, but really just in passing when talking about Corp code 7211(a)1 and when referring to the Roberts Rules about "Meeting Minutes". It does not define it, nor who would be "on it", like my question asked.

There's executive Session and executive committee, but again, no executive board.

So, no official paper defines it and everyone has a different explanation of it.... however did I miss it....

Renee,

As I understand it, you are trying to figure out how your Association is organized. Although it's based on VA laws, my County has published a community association manual that does a pretty good job of explaining how an association should operate. Here is a link to the website, perhaps it can be helpful:

http://www.fairfaxcounty.gov/consumer/community_assn_manual.htm

Typically the documents that should tell you who is on the Board and what position they hold would be:

Minutes of the Annual Membership Meeting (where the election results would have been recorded).

Minutes of the first Board meeting following the annual meeting (where the Officers are appointed).

Newsletters that announce the results to the general membership.

Normally, as I mentioned earlier, this information is also contained in the Associations Annual Report to the Corporation Commission.

Since you are getting different answers from different people, you may want to sit down with the PM or MC and draw up an organizational chart for the Association.

I didn't see anything wrong with your question.

If you haven't found it, I've discovered the following:

CA Secretary of State Business Search Page

CA Business Information Request Web Page

Unfortunately, CA only requires that the Association identify the President, Treasurer and Secretary in their "Statement of Information". There is no requirement that the Directors or other Officers be reported to the State.

I would think your meeting minutes, from the meeting when elections were held, would reflect the choice of officers and board members. If minutes are untrustworthy, your HOA operation is defunct.

"Executive board" and "Member-at-Large" means, largely nothing in my opinion. First, all members of the HOA board will called "Directors." Out of those three directors, they'll assume some officer/official title, like President, VP or secretary. Regarding a request for "official papers," that means little as well. You must be specific. There are by-laws, covenants, articles of incorporation, minutes, agendas, budgets, financial statements, vendor contracts, etc that are official papers of an HOA. Requesting all of them is not reasonable on a volunteer board and reflects a lack of basis in your inquiry.

You've intimidated your board and they don't want to help you in, what they perceive, is a witch hunt. Using terms like "smoke screen," tells me you're new and have a lot of learning to do. I'm giving harsh feedback but appreciate that you want to learn about HOA operations in your community. Maybe you have a valid complaint and insight into wrongdoing, but fully understand the scope of your inquiries.

Most board members are not malicious. They're chair warmers who want to feel important but don't have the wisdom to guide a community efficiently. Attempt to help before condemning. Most of us who participate in the forum were full of "fire and brimstone" when we got started as well.

Renee,

Your replies have become quite passive aggressive. Why are you still here if you don't trust anyone here? It's no wonder you are chasing your own tail.

The word is on the street of your attempts to get information and the walls are all up. Your PM and Board could of helped you, but if your attempts to get information is similar to the attempt here, it's no wonder no one is willing to help you.

Just stating the obvious. The answer to this question is as Tim has stated.