Board Member Moving

The secretary of our board has her home under contract and has not notified the board or given any sort of notice. We have not seen her in well over a week, yet her husband makes about 3 or 4 trips here every day. Recently the president had to have a lawyer draw up papers stating he shall have NO contact with her, so we DO NOT expect him to fill us in on anything. The president and I are worried one morning there will be a box on the doorstep with a “BYE!” sign. If there even is a “box”.

Doesn’t she have some sort of obligation to at least fill us in on things? She refused to give the president the password of the online checking account in the past “it will mess up my accounting” All HOA payments, bills and statements have been going to her. We hate to go over to the bank and take her off the account, but who knows if she is even doing her duties.

Ignore their obligation to you. Doesn't the Board have an obligation to ensure the safety of the files?

I would suggest other Board members contact the Secretary and make arrangements to pick up any and all Association files. If need be, simply knock on the door.

Since there appears to be discord between your President and this individual, the President should not be involved in the process at all.

It's possible that the individual is still willing to serve out their commitment. However, until someone actually contacts them, you won't know.

In the future, you may want to consider ways to prevent loss of files. Perhaps by digitizing past files and give every board member a copy. Perhaps by digitizing files and keep them on the Associations website (the added benefit with this is that members can now have easy access). Perhaps by renting a storage locker. Perhaps by building a storage shed on the common area for this purpose. etc.

Why would you hold off going to the bank and getting control of your HOA accounts now?

We had a local HOA who found out their president had sold his house and moved, when a homeowner out walking his dog found the Association records sitting out for the trash. Another hour and they would have been gone forever.

Thanks everyone.

Well, she is the Secretary/Treasurer, that’s why the mail goes to her and she has access to accounts and online banking.

Out of our 6 units, 2 are currently rentals (It has been up to half) it is kind of hard to have people volunteer to serve on the board when their unit is owned only as an investment. Hopefully the person moving in will consider serving. We do know she will reside here. We met her when she put in the offer or else we would have had no idea they were moving out.

I do not think she has done anything dubious (well except for not providing passwords after the account was set up) however I am concerned, at this point, she may not fulfill her duties. We will call the emergency meeting and ask for files and passwords and get her off of the accounts immediately.

from the OP:



We know the ENTIRE BOD is in a state of: nonfeasance.

That would NOT be covered under any D&O insurance.

The entire BOD, IMO, is now personally liable for any resulting damages (albeit uncollectable).

IMO, statute or governing docs that require the merger of Sec/Treas can be ignored or changed. In OP's case, assuming a super-majority of 2/3 is required, it would only take 4 HOs to make the change.

A key purpose of all these protections in statute and organizing docs is to reduce the risk of fraudulent acts. Yet, the Sec/Treas merger promotes that risk.

If my HOA had such a provision and I couldn't get a change passed by the HOs, I would get 2 letters, one from our CPA and one from our Insurance company, stating that the combined Sec/Treas position exposes us to excessive risk of fraud/deception. Those letters in hand, I would feel comfortable disregarding the provision in the docs/statute.

VP has no independent function. So adding the VP role to Sec role doesn't really do much.

If you are concerned about fraud detection, the first thing you should be looking for is separation of responsibility. without it you are an easy target. In the OP's example, the same person receives the mail, collects payments, signs checks, and controls the bank account. Scary to me.

The Board can rely on the Treas report. The Board can also rely on the Sec report (minutes, etc). When these 2 responsibilities are merged, Way too much reliance by the Board on a single person. Just my opinion tho.

We take it one step further. Our Treas cannot sign checks. Has to be 2 other board members doing the signing. We don't think that the person who approves the expenditure should be able to sign.

Probably not needed with the board we have - but always have to consider what the next board might do.

We're on the same page there.


Just my opinion, but the greatest vulnerability rests in the Treas position. If something comes up with the Prez position, the Board can always reshuffle the deck to address the changed circumstance.

If my only choice was VP/Sec or Treas/Sec, I'd go with VP/Sec every time.

A homeowner association is a business entity, a corporation--- not a church committee or a neighborhood welcome wagon. The directors clearly have lost sight of their fiduciary duty to the membership of ensuring that the association's records are safely maintained, and that the financial aspects of the corporation are well cared for. The board must take swift and decisive steps to recover control of the association's records and funds, and to put themselves in good stead.

You need a paper trail to address the situation with dispatch, thusly:

(1) The executive board should have a special meeting. Follow your bylaws to ensure that appropriate notice of the special meeting is communicated to all directors. Special meetings of the board are intended to address ONE MATTER ONLY, not to handle regular board business. In this case, the business at hand may be described as "administrative action."

(2) At this particular special meeting, the board will appoint an acting recording secretary to take minutes for this special meeting.

(3) Thereafter, the board will move to immediately strip the incumbent Secretary of office and all responsibilities attaching thereto. (Check your bylaws: in all likelihood, the board is granted the authority to remove an officer from office. This does NOT mean that the director is removed from the board-- only that he or she is removed from office.) When the vote has been taken and, assuming the measure has an affirmative vote by majority of the board, the President will ask the former Secretary for the immediate return of all association records and materials. Set a very specific deadline (

(4) Additionally, the board will appoint one of the other directors as Secretary.

(5) Moreover, if there is no Treasurer, the board will appoint one of its number to the office of Treasurer. (It is the Treasurer's responsibility-- not the Secretary's-- to look after the financial business of the association, unless the offices of Secretary and Treasurer are combined. Again, check your bylaws!) The board will charge the new Treasurer with proceeding directly to the bank to remove the former Secretary's name from the signature cards that currently are on file at the bank, and to execute new signature cards. (The acting recording secretary will ensure that this action is recorded in the minutes.) The board also may choose to name an additional person or persons as signer/s on the bank accounts. If so, the acting recording secretary will include this action in the minutes.

(6) Adjourn the special meeting. One of the directors will offer a motion to adjourn, another will second the motion. (On a duly seconded motion to adjourn, there is NO DISCUSSION about adjourning. The board must vote right away.) The acting recording secretary will immediately prepare the draft minutes so that they may be given to the new Treasurer to take with him/her to the bank in order to execute new signature cards. This step (that is, taking care of new signature cards) must be done right away-- without delay, within not less than a few minutes after the special board meeting adjourns-- so that the board demonstrates that it is taking decisive action to re-establish control of the affairs of the association's business.

FINALLY, after all is said and done, the executive board should seek education concerning their fiduciary duties and how they must go about properly fulfilling those duties as directors. The board members must never lose sight of the fact that the executive board is the functioning governing body of a business entity, the corporation that is the homeowners association.

I agree with the above, with the addition that because it is a six unit HOA, that the board, owners, HOA and Directors are all probably one in the same, i.e.: all owners are board members