board members approved rules

Started by JohnW42 • 10 replies • 1241 views

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JohnW42 (Minnesota)
Posts: 3

Posted:

As a newly elected member of the Board Of Managers of our board managed association, I've noticed rules were approved by the board that go directly against our bylaws and covenants.Some may have been brought up at Association annual meeting and approve.Hopefully these were just passed because of the lack of knowledge. Any suggestions on how to proceed would be greatly appreciated.

MarkM31 (Washington)
Posts: 494

Posted:

Make a motion and bring these up at the next board meeting.

ND (PA)
Posts: 792

Posted:

You'll have to read your docs on how rules, changes, resolutions, amendments, etc. are properly added to and/or removed from the documents. Some may only require Board vote while others may require community vote.

If they were properly approved (and recorded if necessary), then they are official and, if deemed to be in contrast to what your docs say, then they need to be changed or deleted/negated/cancelled . . . by following established procedure to do that.

If it required a Board vote to create, then the Board should be able to vote to amend or cancel it.

If it required community vote to create, then the community will likely need to vote again on a change or cancellation ofthat rule.

However, if they were not properly approved, then they aren't official anyway, and you should be able to just crumple them up and throw them out.

KerryL1 (California)
Posts: 14,550

Posted:

With Mark, I'd say yes, list them all on your next agenda with the rules and the CC&R or bylaw that they violate.

In addition to how rules may be changed in your own documents, your state may have its own procedures (as CA does).

JohnW42 (Minnesota)
Posts: 3

Posted:

As I was elected President I have the authority to call Special Meeting of the Board at any time, per our bylaws.This will probably be a sensitive meeting. No one likes to be told they made a mistake especially by the new guy on the block.Thank you very much for your input. Wish me luck.

Thanks,
John

KerryL1 (California)
Posts: 14,550

Posted:

Well...you do need to proceed diplomatically. And also maybe you don't need to call a special meeting right away. Why not have a least one regular meeting first to get a sense of how your fellow directors think, in general? Or were you already on the Board, and are just new as president?

I'm urging caution & mindfulness or your role as new prez. I think you'll receive some additional replies too.

How many are on your Board?

JohnC46 (South Carolina)
Posts: 14,265

Posted:

JohnW

You have not given enough information, other than your opinion, that the rules made violted the Covenants/Bylaws. While this is a common error/mistake, I would want to be sure I was right (legally) before I go spouting off to the entire membership.

As Kerrie advised, tread carefully before going public..

JohnW42 (Minnesota)
Posts: 3

Posted:

4 members now, as required per the By-Laws.Pres, VP,Sec.and Tres. The reason I said "now" is the board has been operating with 3 members (no president) for the last 9 months.The Board is required to elect members to fill vacancies for unexpired terms to serve until the next Annual Association Meeting where I was elected but failed to do so.This is also the time line the questionable rules were passed by the board.

NigelB (Texas)
Posts: 254

Posted:

Quote:

Posted By JohnW42 on 11/04/2016 4:29 PM
4 members now, as required per the By-Laws.Pres, VP,Sec.and Tres. The reason I said "now" is the board has been operating with 3 members (no president) for the last 9 months.The Board is required to elect members to fill vacancies for unexpired terms to serve until the next Annual Association Meeting where I was elected but failed to do so.This is also the time line the questionable rules were passed by the board.

Bear in mind that there's a difference between Board Members and Officers. Board Members are elected by the members of the HOA. Officers are elected by the board. So you might have an instance that the governing documents of your association provide for 3 Board Members, but 4 Officers.

Also the governing documents generally specify what rules a board can make and how they may make them, for example Architectural Control Rules might be able to be implemented by the board merely on a vote of the board. Changes to the governing documents would possible require a majority of a quorum of the homeowners.

You really have to look to your governing docs for an answer

JohnC46 (South Carolina)
Posts: 14,265

Posted:

JohnW

Many times the docs will call for a BOD of say 3 to 7 members with the BOD deciding how many as long as they stay within the 3 to 7.

Typically the BOD can appoint someone to fill a vacancy. Granted they would have to agree on the person (maybe even vote) but no need nor requirement for owners to vote to fill the vacancy.

Typically the vacancy filled will end come election time no matter how much times was left on the term.

Our BOD was 5 for many years but it recently fell to 3 and no one sees a need to fill the vacancies so they will let it go until next election time.

If I recall one can hold two Officer Positions as long as it is not President and Secretary. In my last BOD I was VP and Treasurer. We had 3 BOD Members filling 4 Officer positions. One was Pres. I was VP and Treasurer, the other was Secretary.

Hope this helps you.

BobD4 (up north)
Posts: 1,002

Posted:

Quote:

Posted By JohnW42 > As a newly elected member of the Board Of Managers . . . I've noticed rules were approved by the board that go directly against our bylaws and covenants. . . . Any suggestions on how to proceed would be greatly appreciated.

John W42 (Minn) As a new Board member, respectfully you may find that your suggestions - no matter how valid - have to be extra cautiously persuaded without ruffling feathers of those already a long time on the Board.

It's also worth being open to the possibility that higher hierarchy governance provisions were - or have later become - unsupported by what's on title or in changing current law.

Maybe a good time to work toward the Board hiring qualified external legal help to do an update of the type that periodically SHOULD be done to get everything onside. That externally guided update can be a valuable road map for owners & Board members.

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