Motions by email

I am in an interesting spot. Our HOA was on the brink of receivership, but a few of us managed to secure quorum at a Special Meeting to be officially elected as the Board. After years of secrecy, no annual meetings being conducted, a rouge management company, and a Board whom I had no idea who was serving, I was part of a great group of people who wanted to move forward from all of that crap.

So far, things have been challenging and time consuming but we are ALL doing our part to help our HOA. The Board members have good intentions, but recently our Board President put forth a motion over email (first time doing so) to other Board members authorizing an arborist to speak to her Neighborhood Improvement Committee (has yet to be officially approved by the Board) about diseased trees in the subdivision that belong to either the county or individual property owners.

Being that we have had years of non-compliance, I think that $85 per hour fee for an arborist could be better spent by going after a handful of properties that have become blighted. Also, in the spirit of openness and transparency, I believe the motion should be put forth at an official Board meeting where homeowners could voice their approval/opposition on the matter. Therefore, I asked her to table the motion until the next regular board meeting, or call for a special meeting, per our bylaws, which the sole business would be to approve/deny this arborist. She emailed the Board back saying "the motion carries" and planned on hiring this arborist sans my suggestions.

Our bylaws state: Section 13. Action Taken Without a Meeting. The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.

Since written approval of all directors was not obtained, yet the motion “carried”, it immediately became out of order, in my opinion and I let the Board know this. President has now tabled her motion until the next meeting.

My question is perhaps twofold. Despite us not having a state open meeting law, should we be conducting motions over email?

I'm new to all of this and hate being the "wet blanket" but I think we should strive for openness and her emailed motion was counter this. Am I overacting? Set me straight HOATALK!

Good points KerryL1! While homeowners would not have an opportunity to speak during the business portion, like you mentioned, they should be able to be heard during an "open forum" part of the meeting. Unfortunately, I was kindly told by the President that "we are not quite there" for allowing homeowners to attend our Board meetings....whatever that means!

Guess a difference with my situation is that the trees in question fall in county and homeowner properties, not HOA. Therefore, tree liability would not fall on the HOA, but rather the homeowner and the *smirks* county *smirks* with their "too bad, so sad" attitude.

There is no need to conduct business in an open forum if your governing documents allow email. It's far more efficient to use email.

It does sound as if you require a unanimous approval for email motions, where I suspect that's not the case in person where a majority of the board should prevail.

Conduct business by email according to the rules. Read those decisions into the formal minutes at the next meeting. Done.

I wouldn't do any motions via email - that's what Board meetings are for (preferably open). Seems to me that after everything else your community went through, everyone on the board would want things one in the open to avoid the type of crap that nearly got the association in receivership in the first place. You might want to remind the president of all this (in fact, if she continues to make suggestions like this, the rest of you might want to reconsider her serving as president).

As for the arborist, Melissa's suggestion is a good one - just be sure you discuss this at the meeting and make the appropriate motions there.

Given what you have been through, I suggest if your Board vote to have open meetings, you not attempt to include owners's voices before your vote on every topic. Board members often have info that the rest of the owners do not. and you could be led into verrrry lonnnngg meetings,

Instead maybe wait until you've have a few open meetings with an open forum at beginning or end and then give questions from Owners before votes a trial run. So far as i know, one state, AZ, does require not only open board meetings, but owners may make remarks and ask questions before every vote. I haven't heard from AZ posters how that's working out.

If Your prez tries to be the boss over & over, do as Sheila suggests: your bylaws probably gives the board the authority to vote the president out of the office of prez.

Since, anyway, TAWM requites that all directors must vote and there must be consensus, the president's motion did fail. This should be noted in your next board meeting minutes I'd think just the same as if it had succeeded.

DaveD3, thanks for your input. See I am under the impression that Board members meet to discuss issues, then we disperse and put on our officer hats to make sure everything gets done that was voted upon. Is this the wrong way of looking at HOA governance?

I was able to speak to our attorney today on an unrelated issue. At the end, I brought up the idea of emailing motions, and while she said it is permissible under certain circumstances (must have entire Board voting in favor for anything to pass) she would highly advise against it unless it's an emergency. Transparency aside, ANYTHING that is emailed by Board members may be subject in the "discovery" phase of a civil court case pertaining to the HOA. The firm is one of the leading HOA legal firms in my state and helps write state law, along with presenting CAI.

Not to say her word is golden, but it is a real treat getting to hear EVERYONE'S perspective. I appreciate ALL feedback, so thank everyone for taking the time to write. I have read and re-read all responses and truly value your words!

Hi there KerryL1! To answer your questions...

We have about 440 single family, detached homes. Amenities are lacking. The HOA maintains a common gravel trail in the subdivision, two roundabouts, entrance signs, and some acreage here and there where we have lawn services covering the upkeep. County maintains our roads. Dues are slightly under $100 a year, yet have about 25% in arrears totally nearly 20k we are owed.

We have a property manager but are considering not renewing their contract at the end of the year as they do VERY LITTLE for the $1400 a month fee.

We are a five member board, all of whom were voted in during this past summer's special meeting. None of us have HOA experience, so we are learning things as they come along.

Unfortunately, I didn't ask our attorney about open board meetings. Luckily, we found a kick-ass law firm that for a rather nominal fee will allow us to have 15 minute phone calls daily for free. It's a great program for a board like us who are flying by the seat of our pants half the time!

Not sure about your state/county but we ask the Forestry Division to assess every tree in our community & they obliged (free) with a full FEMA report to include level of hazard. Several were imminent which were removed immediately. No conflict of interest & they are experts in this field. We had over 250 trees.

Sound advice.

Yep, same here. Obviously laws and CCRs need to be followed, and sometimes actual meetings are needed, but if using email is allowed, it's a good way to go.