Elections, Board of Directors

In our HOA, we have not had a full quorum in years. In 2016 (and for years before that)the Association Attorney said: (names and places have been taken out.)

"STATEMENT REGARDING
QUORUM
Association attorney –––– made a statement regarding quorum.
Our bylaws state that quorum is achieved w
ith 1/10th
of each
class of membership (Homes, Villas and Apartments) participat
ing
.
1
This has not been achieved, but is not uncommon for HOAs. Under
the non-
profit corporation act, Board members serve unti
l a
replacement is elected. If they resign, then the Board can appoint a
replacement."

So for years, we have just had an ongoing six "placeholder" directors without a legitimate election.
Our Board has six Directors who need to be elected and one permanent one (for the apts.)

This year, six people ran. But only three were seated. Shouldn't they ALL be elected? The remaining three were just placeholders.

We ran this past one attorney (a friend so not to have to put out money yet) who said that all six who ran in this first legitimate quorum election should all be appointed. He thought it was so cut and dry that he didn't have to attend.

However, no one would leave the Board. They are forcing us to lawyer up.

Any suggestions or advice?

Thanks.

Rally your neighbors together and vote off the incumbents in the next election.

Your real problem is that the association hasn't been able to meet quorum for the annual meeting - I assume that's when you hold board elections. You can't meet quorum because not enough people will show up or submit proxies and until THAT gets fixed, these people will stay on the board.

You may want to go back and see when these people were first elected so you'll know if it's time for them to run again. Or hold a special meeting to recall them - check your documents to see how that's done.

Resolving it this way takes more work, but it's cheaper and faster in the long run than lawyering up.

have your attorney contact the bank to remove any access to HOA funds by the improper 'seated' directors

this may, or may not, require court action

John, so how do we go about getting an attorney for this situation? Will it have to come out of our own pockets? The Association attorney has been working individually for the President. Yeah, all very strong appearances of conflict of interest, but we need a separate counsel.

Anybody have this kind of experience before? And, if so, how did you handle it?

Again, your help here is so appreciated. Thank you members of this forum!

I think it's well worth pooling the resources of several of you to hire an HOA attorney to advise you. IF, in fact, the election was held lawfully, there is NO reason to wait for another election. Those who were just now elected should all attend a board meeting and its at the table. What can happen to them??

But Dave's advice looks pretty good. In addition, the three that were "seated" can vote to have the HOA attorney weigh in. Would it be a tie vote though? would those who refuse to leave the Board, also refuse to have the HOA attorney advise all of you??

Do you have a property mgr. who might help, Roberta?

Oooooh, I meant Douglas' advice.