Are the BOD officers in place legally

I have some concern over the legality of the action of some of our officers on the Board, particularly the President. Per our By-Laws at the annual meeting the election is for members of the Board and at the first meeting after the annual meeting there is the election by Board members to elect the officers. In June of 2012 the annual meeting was held and members of the Board were elected. Now comes the problem. There isn't any documentation that a meeting was held in July; no minutes to the fact. The September minutes state that the July minutes were approved. The Board has stated that they are missing. The Board did have emails that they voted and took action on a covenants violation; this is the only documentation that has been brought forward. I am thinking that this new President just assumed he was President after the annual meeting election and did not follow our By-Laws. What concerns me the most is the legality of his tenure and the actions he done in the past two years. One is that he signed a lease agreement with the county representing himself as the president of the association. I feel this was falsely done, maybe not by purpose but ignorance of the law, stupidity and arrogance.But does this put the lease agreement in jeopardy, our Association received $75,000 for the lease. Also all the actions by this President in the past two years may be illegal and put the Association into jeopardy for any lawsuits. MY questions are what are your thoughts and whether this is a real problem and what actions should we take?

Welcome to the forum, Dan.

If your bylaws don'ts specify how officers are selected, then look at your state codes.

In CA, for example, the officers are (s)elected by the new board at a meeting immediately (Or ASAP) following the election of directors. In CA, they organizational meeting must be open to HOA members (h'owners). When there have been more than one director who wants an officer position, we mark secret ballots.

In Boards that I've heard of, the officers only serve one year. So, in your HOA, what happened after the annual meeting in 2013?

I cannot make any remarks about the lease except to ask: Did the Board vote on it? In most cases the president wouldn't have the authority to act on such a matter without board approval.

So, if the Board approved all of the actions that you refer to, I don't see a problem. If the board let the president run amok and do whatever he wished without their approval, hmmmmmm.

Dan,

In our association the board meets the day following the annual meeting/election to decide its officers. This meeting is convened as an open meeting and then is adjourned into executive session. During the executive session the members discuss who should be officers and which committees each director should have liaison responsibility for. Voting on officers is done in executive session. We then reconvene in open session and announce the officers (Pres. Vice-Pres. Secretary).

The fact that there are no minutes of the meeting at which your officer positions on the board were decided is a bit strange but unless the board members themselves object to a given board member continuing in the officer position they had prior to the election, I don't think there is much you can do about or that you should be concerned about. The non-board members have no role whatsoever in deciding board officers.

Dan,

Welcome to the forum.


Well, it shouldn't happen but the reality of it is that sometimes minutes do go missing. Especially if there was a change in Officers or a huge change in the Board.

My Association is actually missing several years of minutes and some of the minutes we do have were obtained from past board members or owners who happened to attend the meeting (our best attempt at recreating the missing minutes).

Again, it shouldn't happen but, unfortunately, it does. Perhaps you could volunteer to assist the secretary in organizing the files and, by doing that, possibly finding the missing minutes.


Well, did you ask other members of the Board what happened at the July meeting (don't ask the President, ask the Secretary or Treasurer, etc.)?

By simply asking those board members, you may be able to verify if your thinking is accurate or simply a perception.


Honestly, that would be an issue for the Board. Entering into the lease agreement would have been a decision of the entire Board, not of just one individual. Typically, it is the President who signs all contracts and leases for the Association.

I would suspect that if the other Directors didn't appoint him to be President, then they would have said something by now (per your post, 2 years later).


Why do you believe it was falsely done?
What statutes (since you said ignorance of the law is an issue) do you believe was not complied with?

Is your concern over the terms of the lease or something else?


In reality, probably not. The County was dealing in good faith with someone who a) is on the Board and b) identified himself as President of the Association. There may or may not have even been other members of the Board at these negotiations. Therefore, if challenged, a court would likely rule the lease valid.


Please cite applicable statutes that you believe were not complied with.


Well, you could start attending all meetings of the Board so you can verify what actually happens at the Board meetings.

Seriously, per your posting, this individual has been serving as President for two years and you are just now questioning the manner in which he was appointed President? What happened between you and he that caused this issue to be looked into? Truth be told, after serving as President for two years, I suspect that the Board appointed him to the office either by a formal vote or informally by saying that they didn't want the job themselves. With no objections from the Board, that individual, regardless of how the job became his, is likely the President of your Association.

However, if you really want to be sure - expecting that your Association is incorporated, go to your States Corporation Commission (perhaps their website) and get a copy of the Associations annual report for the last two years. It will identify who were the Officers of the Association at the time.

If they are serving illegally call law enforcement and report the crime.

If they are serving in violation of the covenant(s)/contract/bylaws call an attorney.

OR

vote new ones into office and 'fuh-ged-boud-it'