Director's Property in Name of Corporation

We have an ongoing battle in our property owner's association. Our association is made up of rural parcels 36-acres and larger. The primary purpose for our association is to maintain our roads and a couple of wells.

A year ago an owner ("Joe") put his name up for election to the board and consequently won by acclamation as the number of candidates equaled the number of openings on the board. In the last few years our board has become very fractured. Most of the board would be considered "the old guard" who have been on the board since turnover to the owners ten years ago. At least two current board members, including Joe, are certifiably loony. The old guard is looking for ways to remove the two loonies from the board.

When Joe threw his hat into the ring, a few owners cried foul because Joe's property is held in the name of a non-profit corporation that implies that it is a church. In fact, Joe admitted he was using the fake church ownership as a property tax dodge. (I said he was a loony.)

The argument is that Joe is not the owner of his property and therefore not eligible to serve on the board. While there was some discussion among owners, no one made any sort of meaningful challenge to Joe's nomination a year ago. They also remained silent when Joe was seated on the board last May. Now that Joe has demonstrated his looniness, however, some owners and even some board members wish to challenge his taking a seat on the board. Joe has owned his parcel for some eight years and during that time I am unaware of anyone challenging Joe's right to cast a vote on behalf of his corporation.

I have never met Joe and I do not care for his politics but I think challenging his right to serve on the board is wrong. We have no covenants against corporate ownership. There are many parcels owned in the names of corporations although Joe seems to be the first corporate owner to serve on the board since the association was turned over to the owners. No one seems to have raised any objections to the incorporated developer's officers running the association for the first five years.

I am of the opinion that Joe's non-profit corporation is a member of the association because our covenants require each owner to be a member. I am also of the opinion that, as president of his corporation, Joe is entitled to run for election to the board and serve on the board as any other owner would. Joe is merely the human face of the corporation.

I have not yet found any statutes or case law that addresses corporate ownership in an association. Have any of you encountered a similar situation and how did you deal with it?

I remember seeing in the Iowa nonprofit act that a member is a person and a person can be a corporation. I found the same thing in the definitions section of Arizona nonprofit corporation act, Chapter 24, GENERAL PROVISIONS-NONPROFIT CORPORATIONS, section 4 Definitions. Does that apply to your association?

10-3140. Definitions..

37. "Member" means, without regard to what a person is called in the articles of incorporation or bylaws, any person or persons who, pursuant to a provision of a corporation's articles of incorporation or bylaws, have the right to vote for the election of a director or directors.

And

41. "Person" includes individual and entity.

And

26. "Entity" includes a corporation, foreign corporation, not for profit corporation, business corporation, foreign business corporation, profit and not for profit unincorporated association, close corporation, corporation sole, limited liability company or registered limited liability partnership, a professional corporation, association or limited liability company or registered limited liability partnership, a business trust, estate, partnership, trust or joint venture, two or more persons having a joint or common economic interest, any person other than an individual and a state, the United States and a foreign government.