Not Enough Board Members?

Our Bylaws require between five and nine members:

"ARTICLE IV

Board of Directors

A. Composition and Selection.

Section I. Composition. The affairs of the Association shall be governed by a Board of Directors consist of not Less than five (5) and no more than nine (9) members.”

Okay.

There were only five members on the Board. One of them passed away November 19. I didn’t think much about a new Board member until I had a flyer left on my porch on November 30 listing the deceased Board member as still being on the Board.

Numerous e-mails to the living Board members went unanswered. I guess when I sued them they didn’t like it. Any way, yesterday, by reaching out to the HOA attorney, I found out that:

“They have appointed someone to fill the 5th position pursuant to the authority in the Bylaws. They will make the announcement to the membership once the person accepts the appointment.”

So that means that the Board has been short the number of Board members required by law since 19 November.

It would seem to me that no Board activity can be undertaken, or bills paid or decisions made. I sent an e-mail to the management company asking them what their understanding was: Can they even pay regularly occurring bills? No answer so far.

I googled around and found nothing so outlandish as a Board allowing itself to fall below the statutory minimum requirement for members.

Anyone know anything about this?

Walt

I plan to. I need some case law.

Walt

Oh, and you do realize that if decisions aren't made and bills paid, the association will get into a world of trouble and ultimately EVERY homeowner, including you, can be held PERSONALLY liable - don't you?

So, we're back to the homeowners from where we get Board members - what have the rest of you been doing all this time? I would hope you're not the only who noticed there wasn't a quorum...

Yeah, seems to me that the management company/registered agent cannot act unless the Board has the statutory number of members. That is what I am trying to find out now.

I don't know what other home owners have done. Not enough.

Walt

Why do you say that. because three can make a quorum?

The Bylaws are taken word for word from GA statute, the Georgia Property Owners Act.

Board members are -corporate- officers. Are you saying they can just ignore the laws governing corporations?

Walt

He passed on 11/19/15.

Walt

TITLE 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS
CHAPTER 3 - NONPROFIT CORPORATIONS
ARTICLE 8 - DIRECTORS AND OFFICERS
PART 4 - OFFICERS
§ 14-3-840 - Officers are as described in articles or bylaws or as appointed; minutes and records; holding more than one office; titles; signing of documents

O.C.G.A. 14-3-840 (2010)
14-3-840. Officers are as described in articles or bylaws or as appointed; minutes and records; holding more than one office; titles; signing of documents

(a) A corporation has the officers described in its articles or bylaws or appointed by the board of directors in accordance with the articles or bylaws.

-------------------

The number described is -five- not four.

Walt

So how long did they actually perform any business before the position was filled? A week, maybe two? I highly doubt a whole lot was done before filling the position. Why are you trying to start something where nothing exists?

No, we all know who you are..what you are. There is always one pathetic excuse who tries to boost their ego by attacking every petty thing they can. These are volunteers, which you are too cowardly to do. You just sit back and piss and moan because your life sucks and you got nothing else to before you die a bitter old man.

Have I attacked you personally? Or anyone by name?

Is this you:

"The types of people that are attracted to, and truly enjoy, these volunteer positions, too often, turn out to be the neighborhood authoritarians, the control freaks; every neighborhood has them. Abrasive and or adversarial personality traits are not uncommon. These people are the lynchpin of the HOA system; management companies and association attorneys depend upon their willingness to engage in conflicts with homeowners to generate a steady flow of income. And, backed up as they are by an institution that would make any third world totalitarian dictator emerald green with envy, they generally prove to be quite up to the task."

http://www.thehoaprimer.org/commonlies.htm

Walt

But you failed to prove your charges in court, right, Walt? This truly is a petty matter. Perhaps you can contact us again is f no is appointed by 1/1/16?

While it's true the board cannot vote without a quorum, routine business can go on as usual so far as I know.

I wanted to make sure my initial note said this.

The Board put out flyer/newsletters that listed the deceased Board member as a board member -- after his death.

They did NOT say: Hey, we need a new Board member, anyone want to be considered?

You people are amazing.

Walt

So what business have they undertaken since the member passed? Do you even know? Or are you just assuming things have been done?

And the board doesn't have to ask if anyone is interested. Usually all they are required to do is appoint someone to fill the vacancy.

Are you saying that because the BOD has fallen below the minimum required that they can do no business?

I would assume that if you were correct then they would be unable to convene the board in order to appoint someone to serve our the term of the deceased member.

And that of course makes absolutely no sense whatsoever

I would agree. They reduced the Board from 7 members to 5 so their clique could control it better.

They could have had the very ill member vote for a new member, making six, and then have him resign or drop off by his death and kept a minimum of 5 that way. Up to nine members may be on the Board.

I only spoke to the now-deceased Board member a few times. He had a "long struggle" with brain cancer per his obituary. I saw him in September, his hair was all gone.

The people posting on here, "oh, its no big deal to ignore the bylaws and statutes" are surely part of the problem with so many HOA's.

Walt

But if they bylaws had it reduced to five, you can't just elect six without first changing the bylaws.

Because it is required by statute.

The Board can meet any time and can also meet electronically (with e-mail votes).

They don't have any excuse for letting this happen.

Walt

I don't know that it has.

I sent a letter today to the Management Company/Registered Agent:

"As you know, I am a member of the ................. Homeowners Association Inc.

Pursuant to Article IX, Section 9 of the ............. Homeowners Association Inc. Bylaws, I request and require access to certain records of the Association.

Specifically I want provided for my inspection and copying:

⦁ All invoices, copies of checks, and any and all documents of any type showing activity by the ........ Homeowners Association, Inc. Board of Directors during the period 1 October 2015 through 13 December 2015. I am requiring this under O.C.G.A. § 14-3-1602 paragraph (8)(c)(1):

“Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the members, and records of action taken by the members or the board of directors without a meeting, to the extent not subject to inspection under subsection (a) of this Code section.

That is to say, I require access to -every- record of the Board of Directors created during that time.

I want these records so that I may have a full understanding of the Board of Directors activities during this period.

............. Homeowners Association Inc. Bylaws Article IX, Section 9 reads:

Section 9. Inspection of Books and Accounts. All Members of the Association and all holders, insurers or guarantors of First Mortgages shall, upon written request and pursuant to O.C.G.A. § 14-3-1602, be entitled to inspect current copies of the Articles of Incorporation, the Declaration, these By-Laws, the Rules and Regulations of the Association and all books and records of the Association during normal business hours at the office of the Association or other place designated reasonably by the Board of Directors as the depository of such items. Copies of the Articles of Incorporation, the By-Laws and all amendments thereto, shall be furnished to any Owner upon request and upon payment of a reasonable charge therefor.

Please arrange for this inspection and copying during the week of 4-8 January, 2016, if you cannot email them as before."

All records of the Association must be made available to the home owners.

If any records were created with only 4 Board members, that would be malfeasance. Again.

Walt

But you aren't willing to run for the board yourself, only harass those who do.

So what is it you really want?

This.

The board, when it did have the required number of directors, contracted with the management company to pay the regular bills as they become due. All of a sudden an untimely death leaves the board with a number of directors less than that required in the bylaws and, what? ... the management company is all of a sudden supposed to stop paying the bills until the remaining board fills the empty seat?

Another positively worthless thread. Are you on drugs, Walter?

It is a violation of state law!

Call the police. Call the Georgia Bureau of Investigation. They can all use a good laugh at this time of year.

Better yet, call Obama and Loretta Lynch.

As I indicated, the deceased Board member did not die suddenly, he succumbed to cancer after a long illness.

Why would you say otherwise?

Walt

The annual meeting is in March. I do intend to run for a position on the Board.

Walt

You can't operate --at all-- without five members as required by law. Any action by a four person Board will be malfeasance.

There hasn't been a Board meeting since the Board member passed. There are no Board meetings in December. So the Board apparently wanted to sneak around until January.

But it is not going to go that way.

Walt