Waiver of Notice

I think this should be an easy question to answer, but I have been surprised by these things in the past.

We recently had a complete change in the Board of Directors for our HOA, in which we inherited a number of problems (as per usual, right?). Once elected, and in the weeks immediately following the meeting that we were elected in, we (the Board) gathered a couple different times to go through all the documentation we received during handover just so we could get our head around where we stood.

We didn't have any official votes, or make decisions on anything, but did decide to go forward with performing certain orders of business (i.e. banking account changes, address updates, change of registered agent, etc.).

We did document minutes, but have not distributed them, mainly because we did not send any notice that we were meeting. Again, the purpose of getting together was to simply get a handle on where we were as an association, and personally I didn't want a bunch of homeowners trying to interject while we fumble through things.

Now the question: Should we (a) create some waiver of notice about the board meetings (back dated of course) and have the board members sign it...(maybe this is a bad assumption on my part that this is not the purpose of the waiver of notice), or (b) just stay quiet, loose the minutes and never speak of it again.

I apologize for the ignorance on this topic. In general, I do understand most corporate practices, but there is always something we all can learn. This is one of those topics I've not dealt with in the past and am looking for some general advice.

Thanks,
Paulie

Paul,

A waiver of notice from Board members is really only necessary to protect if a Board member wants to bring legal action that they weren't properly notified, therefore, anything that was decided in the meeting is unenforceable.

If every board member attended the meeting, a waiver of notice is mute. As proof of notification is the fact that they were at the meeting.

Now, notice to the membership is a different issue. In this case, simply stop doing short notice meetings and start complying with your governing documents. Perhaps setting an official schedule months ahead of time.

I am not a lawyer nor do I play one.

My initial blush is yu all were wrong. You all had meetings and decisions were made (bank accounts, management companies, etc.) thus there was "voting" as you all agreed, be the voting "official/formal" the fact is you all "agreed" to the decisions. This is voting. You also say you all purposely did not want to let all owners know as many would complain. You got off on the wrong foot by hiding things. You all are wrong for doing so.

Now my business senses says stuff had to be done and maybe done "fast" as in under emergency conditions as in emergency BOD Meetings such as a checking account changes so things got paid, a management company change as the other one was not acting in good faith, responsive, etc. thus things were not getting done. Things needed to be done and done now.

Get my drift? Am I being paid the prosecute or defend you............LOL

Obviously you all underwent a nasty change that not all agreed to. There will always be Chief Complaining Officers (CCO's), so not all will ever agree with how you did it even if you felt you all were pure of heart. Which by trying to hide things, I question if you were pure of heart, but another subject.

Immediately document and distribute how the BOD handled the "emergencies" ASAP as in Mea Culpa....Mea Culpa. Do not hide anything. You all had emergency issues that needed to be acted on and acted on now in the best interests of the HOA. We were pure of heart.

SC has Rules & Regulations on multi unit condo type buildings (SC Horizontal Property Act), but none on single home, town house type HOA's. HOA's are more controlled by SC Articles of Incorporation which are more slanted toward the corporation BOD then any other entity including the HOA home owners. Quite often SC Articles of Incorporation pass the buck to a corporations Bylaws.

Emergency Meetings.....

By many people and in some states they are BOD Meetings. Not that I agree with such....but...

Sure it's a meeting. The question is whether such a meeting triggers some prior notice and/or open meeting obligation under your State law or organizing docs. PA is not an open meeting state - so it's not an issue here.