Elected to HOA Board but not Ratified w/o Minutes?

Hey Folks, I am brand new to website/forum so forgive me if this post asks a question that has already been addressed.

Wife and I move to new home, no prior experience with HOA. At first meeting the existing board/officers (3 person board down to 2) announce they want out. There are enough to vote for new board. No one else steps up so we raise our hands along with one other to become ""elected" to the board and become new officers. Wife is treasurer, neighbor secretary, I am president. Done with enthusiasm and in good faith!

Fast forward 8 months. The bank account is still in possession of existing president who took over treasurer duties when third person moved. After a few months both state that they wish to make transition. We of course agree. Some correspondence ensues and we think okay, this is happening. Bank insists that the account can only be transferred with signed copy of minutes proving election.

Problem is, after eight months existing secretary has not produced signed minutes. More correspondence ensues but no response from existing secretary. Existing president insists he is attempting to light a fire under the fellow, and yet, nothing.

I'm unhappy to say the least but am trying for my wife's sake to be non-confrontational even though we have addressed this enough times to be, well more than enough times.

Bottom line is, without signed minutes to prove our election are we actually and legally board/officers of this HOA? And if not or if so, what can we do about it short of torches and pitchforks?

A bit of extra/important info-
Existing president is developer/builder of the homes in our small (15 unit) HOA.
Existing secretary is a real estate attorney.

Both have been on the board and existing pres/sec since its inception, approximately eight years ago...

There you have it. Admittedly we are inexperienced, naive, probably suckers they saw coming. I am concerned that at best that it is simply a dysfunctional HOA, at worst that maybe something darker is amiss that we should be worried about.

Seeking the collective wisdom and guidance any one of you august HOAers may provide.

Thanks for reading!

C

Get out your bylaws and any amendments to them and review what they say about the election of directors. Outside of an annual members meeting with an actual election, there should be provisions for filling vacant director positions. It sounds like that may be how you got on your board.

Whose signature does the bank expect to see on those minutes? The secretary's? The minutes should be compiled by the new secretary and then approved by the new board (i.e. you and the other new board members). The former board members cannot approve or sign any minutes at this point.

Richard's advice is excellent. Recollect what happened and write it down. That record becomes the minutes for the meeting in question, and you folks on the board now are legally and ethically entitled to approve them.

I can't vouch for the following site; verify it with other sources if you think it wise:

Oregon Laws 94.640 - Association board of directors
Oregon Laws 65.771 - Corporate records

The first, 94.640, says you're also subject to the second, 65.771. It sounds like you have to maintain corporate records for 3 years in Oregon. If the former secretary is a lawyer then he should know better. Not sure what remedies or penalties would apply there for failure to comply with the law. That would require further research and possibly legal assistance.

We simply provide a memo, signed by the Secretary and present it to the bank.
I've attached what we use.

As for the financial records, if you still don't have them, call the individual and specify that you will be stopping by mm/dd/yyyy for the records. Then, two of you show up to collect them.

Thank you all for the thoughtful responses. I am sharing this information with my fellow board members and think there is something to the notion of simply writing up the minutes ourselves, having the newly elected secretary sign them and go to the bank and see if this makes the transfer possible. It's just that we labored under the assumption that the outgoing secretary or president who presided over the meeting would be responsible for the minutes. I mean we didn't even decide who would do what among us newly elected board members.

Seems to be an obvious solution but to be honest we are all three inexperienced, unprepared and have been relying on the outgoing board/officers to guide us as they had insisted they would willingly do.

One thought we did have is that there had not been annual meetings called for three previous years or collecting of dues (which according to them there was not) and no accompanying rationale or documentation for not doing so. I wonder how this complicates their positions in relationship to their fiduciary responsibilities.

Our understanding going in was that the HOA had fallen somewhat dormant other than the paying of insurance, keeping common areas maintained etc.

At this first annual meeting in several years which we attended and during which we were elected, dues were collected for the first time in several years, ostensibly to build the reserve back up but to also to reimburse the outgoing pres/treas for his incurred expenses. Several outstanding dues are still not paid and when I was asked why I hadn't collected them is when I made it clear that I did not think we were yet vested as board/officers of the HOA because the transfer was not in place. No minutes, no letter to members announced by the original outgoing board that new (unknown to most as we haven't been introduced and of course the bank account still not transferred.

I don't know...It all feels weird and to be honest my wife and I have seriously discussed "resigning" because it appears to be a bit of a fustercluck...On the other hand we are not given to quitting so this is not likely.

Anyway, thanks again and I will let you all know what transpires.

C

Good for you to not give up just yet. It sounds like you are on a similar boat I found myself in years ago.
First and most important, for you and your wife is to know and understand that no matter what is happening, or will happen or is about to happen, all of the homes and the people will be ok no matter how it all turns out. Do not allow yourselves to loose sleep, or constantly worry about the what if's, or would of, chould of, should of's. Nothing in your HOA is worth that level of stress.

The very fact that you and your wife are concerned is quite enough moving forward. This forum got me through and it will help you to. Feel free to email me if you would like to talk further,it was hell for me and am willing to help, [email protected].

YOu can do it, it's not "hard" per se, the learning curve is the hard part and we can help you, it just takes a little time and some important balance to put hoa crap down and leave it there while you enjoy the most important parts of your life.

... perfect example of why a 'corporate seal' is necessary ...

'possession is 9/10s of the law'