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ScottF3 (Michigan)
Posts: 10
Posted:
Searched for some info on this but couldn't find anything. I'm worried about where things will lead, and what we can do to rectify our situation. First, the background.

Our HOA recently elected a new BOD for our 39-home community. The BOD the past few years has not been very transparent in their dealings with regards to finances and meetings. I'm more worried about the finances part as I am the new treasurer. I've done a quick review of our bank statements, and see some minor cash withdrawals with no receipts (RED FLAG) and lots of debit card transactions with no receipts. Those worry me some, but what has also happened is, no budget was ever given to dictate spending, and the board spent more than they should have on things like parties. Our dues are $120 annually per household (roughly $4.680/year intake) as we have a small common area at the entrance to maintain and the rest of the common areas are between homes so nothing is there. We just need to maintain insurance on them. The previous board has spent on average $800/year on a golf outing, $1000+ per year on the summer block party, and $200+ per year on an Easter party. These were paid for by the debit card by the president with nobody on the board raising an objection to the spending. Additionally, there's been over $2000 spent on lawyer fees that were through the personal email of the president so the new board has nothing about what was discussed or any documents that were given to the previous board. Finally, the previous board had decided that the officers should not pay dues while serving on the BOD, but nothing was relayed to the co-owners. The former treasurer would issue invoices for all co-owners, including the BOD, but then create credit memos to offset the dues that were owed by the BOD. As a side note, our by-laws do state that the BOD is not to be compensated for their work on the BOD.

What I am worried about is if the co-owners can come after the new BOD personally for any of the financial misdeeds of the previous board. The check signing privileges have not changed yet as we are in the process of moving banks. One co-owner is requesting an audit, which I can completely understand, but want to know if I need to protect myself personally, and if I should advise the other new BOD members to do the same. I might be blowing this out of proportion, but just want someone that might have more knowledge than me to help me out. Any help would be greatly appreciated. Thanks everyone!
TimB4 (Tennessee)
Posts: 21,062
Posted:
Scott,

Your D&O insurance should cover you.
Most statutes and governing documents specify that the volunteer board is indemnified (hence the reason for D&O insurance).

Now the way to fix the issues is to put policies in place to prevent this in the future.
It is permissible, if funds allow, for the Association to spend money on parties that everyone is invited to.
As for the legal issue, ask for copies from the individual. If they are not forthcoming, ask for copies from the law firm.

An audit, or at least a financial review, is always prudent.
JanetB2 (Colorado)
Posts: 4,219
Posted:
LOL ... I would love to see your definitions in your CCR's regarding assessments or common expenses. In my State under the law assessments are only to be used for Common Expense Liability and definately not for parties ... I would have had a field day with that BOD in my state. Keep in mind all homeowner's pay assessments and many who have paid probably do not attend these parties and therefore are not receiving any benefit from their money paid ... so why should they pay for everyone else to party???

NO they cannot eliminate anyone from paying their fair share. Your documents most likely state that all common expenses are to be shared equally between all property owners. The BOD members who were not paying was wrong and should not have taken place ... in most states would be illegal.

NO you and new BOD members cannot be held personally liable for prior BOD actions ... only for your own moving forward and pretty much only if you violate "fudiciary duty". Other items generally are covered by your HOA insurance; however, blatant "fudiciary" violations generally would not be covered by the insurance.

You just need to take a deep breath and work as a team to fix past problems moving forward. I personally with all the financial stuff you described would recommend having that audit done. This will also help the new BOD moving forward. Keep in mind just because something was done in the past does not make it right and to be done again. Make an extra copy of your governing documents and buy some highlighters, read ... then read again and highlight info regarding BOD in one color and info regarding owners in a different color. This will help you quickly see for various sections who is responsible.

It is great that you care about your association and fellow homeowners and I think you will be awesome.

PaininyourA
Posts: 215
Posted:
fiduciary
JanetB2 (Colorado)
Posts: 4,219
Posted:
OMG ... I spelled fiduciary wrong ... but on other side of coin we cannot edit our posts ... so too bad so sad.
GenoS (Florida)
Posts: 4,276
Posted:
Someone in another thread spelled it 'feduciary' so I wouldn't sweat it

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