BOD question

Started by LoriF3 • 25 replies • 1191 views

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LoriF3 (South Carolina)
Posts: 240

Posted:

Curious have been informed that a BOD ( board of directors ) is not needed once a hoa has been established .

Is this correct information ?Have read the bylaws and the CCr's and did not see that they are no longer needed .

Thank you

DouglasK1 (Florida)
Posts: 2,046

Posted:

I've never heard of that. The directors are needed to run the association.

Ask whoever you heard that from what the basis of their claim is.

Escaped former treasurer and director of a self managed association.

LoriF3 (South Carolina)
Posts: 240

Posted:

Quote:

Posted By DouglasK1 on 10/11/2017 11:50 AM
I've never heard of that. The directors are needed to run the association.

Ask whoever you heard that from what the basis of their claim is.

I heard this from the hoa secretary as told by the PMC ( property management company )

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Lori

Stop going on the defense. Ask the person who told you such to show you where it says such.

LoriF3 (South Carolina)
Posts: 240

Posted:

Sorry not trying to cause trouble but I am just saying this is what I was told by the hoa secretary when they asked about a board .
As to me asking the pmc I can try but since they never answered my certified letter I doubt they will answer this question for me

CarlJ2 (Texas)
Posts: 194

Posted:

I would ask for that in writing. I'd start with, "So if now an HOA Board is not needed exactly what are you the secretary of?"

LoriF3 (South Carolina)
Posts: 240

Posted:

Quote:

Posted By CarlJ2 on 10/11/2017 12:13 PM
I would ask for that in writing. I'd start with, "So if now an HOA Board is not needed exactly what are you the secretary of?"

They would say they are the secretary of the hoa

I may be wrong but I thought it was

A Board of Directors
then the President ,vice president secretary etc.. of the hoa

maybe I am wrong

JohnB83 (South Carolina)
Posts: 124

Posted:

If your HOA is incorporated then a board of directors including officer positions is required by state corporate law.

http://www.ncga.state.nc.us/gascripts/Statutes/StatutesTOC.pl?Chapter=0055

If your HOA is NOT incorporated - run, run far, run fast as y'all are open to PERSONAL liability for any association negligence.

KerryL1 (California)
Posts: 14,550

Posted:

Last time, after maybe 3 attempts on your previous posts, Lori. The HOA is a homeowners association. IT consists of all owners. Your CC&Rs & Bylaws say that is governed by a board of directors who have certain powers and duties, right? And your bylaws say this board of directors ("Board") is elected by the Owners, right?

This Board, according to your bylaws, has x# of directors. It also has officers: a president, secretary, treasurer, right?

The secretary is NOT the secretary of the HOA, she is the secretary of the Board.

Or, wait! Is this "secretary" someone hired by the PMC??????????????

With others, have this "secretary" show you in writing where you don't need a Board.

KerryL1 (California)
Posts: 14,550

Posted:

LoriF3 (South Carolina)
Posts: 240

Posted:

Quote:

Posted By JohnB83 on 10/11/2017 12:57 PM
If your HOA is incorporated then a board of directors including officer positions is required by state corporate law.

http://www.ncga.state.nc.us/gascripts/Statutes/StatutesTOC.pl?Chapter=0055

If your HOA is NOT incorporated - run, run far, run fast as y'all are open to PERSONAL liability for any association negligence.

Yes its incorporated as non profit

LoriF3 (South Carolina)
Posts: 240

Posted:

As I read the papers it has listed 3 names as board of directors .I know by looking at the secretary of states web site that one of the 3 put in a resignation that was where that paper trail ended .

Now as I look at the papers that were given to me .It states about a board of directors should be 5 who need not be members of the association

CarlJ2 (Texas)
Posts: 194

Posted:

So, wait, is the secretary you're referring to like a clerical worker at the PMC? Or the Secretary of the HOA Board of Directors?

LoriF3 (South Carolina)
Posts: 240

Posted:

Secretary of the hoa

DouglasK1 (Florida)
Posts: 2,046

Posted:

If I recall correctly from your previous thread, the developer is still in control. Since he has enough votes to outvote the owners, he essentially can appoint anyone he wants (including possibly himself) to the board, so the board will do pretty much whatever the developer wants done. Even though your bylaws say 5 directors, as long as the developer is in control it's fairly immaterial whether you have 1 or 5 or some number in between.

Once the association is turned over to the owners, the owners will elect their own board and hopefully run things correctly.

Did you ever determine when turnover is supposed to happen? What do your docs say? It's also possible that NC law has something to say on the matter, but a good chance they don't too.

Escaped former treasurer and director of a self managed association.

LoriF3 (South Carolina)
Posts: 240

Posted:

Paper works says on August 1 2003 and as far as things running correctly not so much. I am trying to gather as much info as I can so when the meeting ( annual meeting) I can be prepared to ask the right questions and the PMC won't try his legal talk on me like he does the others .

I think we are suppose to have elections I am unsure how this is going to work,last time of the elections ( I was absent coming off major surgery ) I was told they basically did not have a quorum and some volunteered and others placed there by PMC . I hear the President and vp want to retain the same positions.( I am not sure this is right do to how un reachable the top 2 are ,and how the second one gets angry when questions are asked .

DouglasK1 (Florida)
Posts: 2,046

Posted:

If the current directors want to stay in their positions, the easiest way is to not have a quorum, then they continue on. The next easiest way is for them or one of their supporters to get proxies that they control.

To fight these, you need to convince owners to attend the meeting, and possibly get proxies from ones who can't. The problem with proxies is that even if they are technically valid, the existing board or PMC could try some shenanigans and claim they aren't valid for some murky reason. Summary, get enough owners to attend to meet quorum requirements, and enough to vote in better directors.

Escaped former treasurer and director of a self managed association.

LoriF3 (South Carolina)
Posts: 240

Posted:

Thank you I will look into proxies

KerryL1 (California)
Posts: 14,550

Posted:

Lori--if the sec'y is not an management company, she is secretary of the board of directors. Sometimes we say, "board secretary." She is NOT typically called the HOA secretary.

Sometimes directors are called "members of the board." As advised in previous replies to you, you must learn the language of HOAs. Often there is kind of a dictionary at the front of your CC&Rs. Here, you should read and LEARN definitions of different words or phrases so you'll stop using the wrong words.

You referred to your bylaws. Your wrote that you "read them." They will NOT say IN THEM who is on the Board.* They say how many directors you should have. It also should say how many officers you should have. What do the exact words say??

Since you say you read the bylaws and CC&Rs, you can see that a Board IS required. The only resin a bard would not be required is if your place no longer is an HOA.

* It's possible one or more original board members signed them.

LoriF3 (South Carolina)
Posts: 240

Posted:

This is what I find odd I spoke with 2 other PMC and both of them stated that there should be both a board of directors plus hoa leaders .

I find it curious that the current PMC mentions no board of directors is needed ,yet when asked a question he always says I would have to go to my directors .
( curious because besides him the only other ones in that office is a secretary and the owner of the PMC ) .

As to the legal papers I was given non are followed sure they send out the rules once in a blue moon but that is as far as that goes .

Its like trying to clean up the ocean with a strainer .

I am not trying to say its a bad place its not BUT it could be better .
( sorry if my writing is not all legal like )

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By LoriF3 on 10/12/2017 7:37 AM
This is what I find odd I spoke with 2 other PMC and both of them stated that there should be both a board of directors plus hoa leaders .

I expect that the leaders would be the Officers of the Association.

Keep in mind that Directors and Officers are two different positions (regardless if the positions are held be the same individual or two individuals).

Directors make decisions by majority vote. Officers implement those decisions.

Quote:

Posted By LoriF3 on 10/12/2017 7:37 AM

I find it curious that the current PMC mentions no board of directors is needed

In Associations under Declarant (developer) control, it's often that there is no actual Board except for the Developer. An actual Board sits when control is transferred to the membership.

I forget, is this the case for your association?

Quote:

Posted By LoriF3 on 10/12/2017 7:37 AM

yet when asked a question he always says I would have to go to my directors .
( curious because besides him the only other ones in that office is a secretary and the owner of the PMC ) .

Directors won't sit in the office. They may only get together to make decisions anywhere from once a year to every month.

The PM/MC might not have the authority to address the issues brought to them. Hence the comment to talk to the Board.

Quote:

Posted By LoriF3 on 10/12/2017 7:37 AM

I am not trying to say its a bad place its not BUT it could be better .
( sorry if my writing is not all legal like )

The best way to make it better is to serve and be part of the decision process (at least that is what I have found).

LoriF3 (South Carolina)
Posts: 240

Posted:

I am thinking of maybe seeing if I can get on the HOA As I was unable to attend the meeting in which these current people were placed and or volunteered .
I am unsure how this will work sure I have read how things are suppose to be done but they have never done it by the "book " so to speak .So I am not sure how they will do this ,I am also thinking that we probably won't have a quorum so I am not sure if I should or could collect proxies to help me get on the board ?

GenoS (Florida)
Posts: 4,276

Posted:

Quote:

Posted By LoriF3 on 10/12/2017 3:37 PM
I am thinking of maybe seeing if I can get on the HOA As I was unable to attend the meeting in which these current people were placed and or volunteered .
I am unsure how this will work sure I have read how things are suppose to be done but they have never done it by the "book " so to speak .So I am not sure how they will do this ,I am also thinking that we probably won't have a quorum so I am not sure if I should or could collect proxies to help me get on the board ?

By collecting proxies from other homeowners you INCREASE the chances of having a quorum since proxies COUNT toward the quorum requirement. It's probably better to get actual people to attend the meeting which would head off any attempt by the sitting board to claim the proxies aren't valid.

You are not trying to get "on the HOA". You don't "get on" the HOA. You're already a member since you own a home there. You want to get "on the board". The Board of Directors is made up of Directors and the homeowners elect the Directors in an election IF the developer (declarant) has turned over control of the HOA board to the homeowners. If the developer is still running the show then the developer will usually appoint directors (who sit on the board) and the homeowner will have very little control. Maybe none.

What does the paperwork from August of 2003 say? What kind of paperwork is it? Amendment? Change to the Bylaws? Proclamation? Letter from a Nigerian prince?

LoriF3 (South Carolina)
Posts: 240

Posted:

The papers I was given at the closing .
The first page I am assuming is the one which says
Declaration of Covenants ,Conditions and Restrictions
the page then gives the date and year
Then talks about witnesseth then goes into whereas ,and therefores
then goes on about definitions a bunch of things about property and restrictions this goes on for 3-4 more pages and at the end there are a bunch of stamps ( not notary but corporate seal ones) and names are signed the second page is done by a notary with the stamps
The next set of papers are 6 in total but 3 of them look exactly like the last set of 3 .
The next section says bylaws
Goes into the meetings about annual,special,when to give notice,quorums,and proxies
The next says Board of Directors selection and term of office
Section 1 says The affairs of Association shall be managed by a board of 5 directors who need not be members of the association
Section 2 states about term of office of the first meeting ( was not here when they would have had first such meeting not sure who is left in here who would have been ,seeing it was all most 20 years ago)

The next section is about nominations for the board is to be made by a nominating committee
or made from the floor ,the committee is to contain a chairman who is a member of the board of directors and 2 members of the association prior to each meeting.
The nominating committee shall be appointed by the Board of directors prior to each annual meeting from the close of the annual meeting until the next close of the annual meeting

Elections to the board of directors is to be by secret ballot .
( it goes into how they can use proxies and cast toward each vacancy and whoever has the most votes is elected )

( I have never seen this myself ,I think until I mentioned if there was any hoa people no one knew about these things )
Anyway the next bunch of pages talk about meetings of the board of directors and what the board of directors has the power to do and then the duties they are suppose to do )

Next page is about officers and their duties
Next Page is about committees

Only the very first page has a name after the name says reg of deeds with the county and state says filed for registration on 06/01/98 then shows book number and page number and it appears to be how much it cost do to do this

JoanneA3 (North Carolina)
Posts: 1

Posted:

Call your Attorney Generals Office - ask for Consumer Protection Department and tell them this story. They may be willing to contact the Management Company to clarify. Your ByLaws must have information of Board requirements and duties. Don't let the Management people bully you. I think they are very wrong. I would also report the blatant misinformation to the local Better Business Bureau.

LoriF3 (South Carolina)
Posts: 240

Posted:

Quote:

Posted By JoanneA3 on 10/22/2017 10:28 AM
Call your Attorney Generals Office - ask for Consumer Protection Department and tell them this story. They may be willing to contact the Management Company to clarify. Your ByLaws must have information of Board requirements and duties. Don't let the Management people bully you. I think they are very wrong. I would also report the blatant misinformation to the local Better Business Bureau.

Thank you I will check into this

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