๐Ÿ’ฌ Join us to post & get advice from 50,000 HOA & Condo leaders.

Create Free Account โ†’

โšก Takes 30 seconds

Already a member? Log in

JG13 (Georgia)
Posts: 2
Posted:
I've been helping out as a "board member" now for a couple years, just to help get stuff done more than anything.

About two years ago, the whole board resigned. There hasn't been a quorum in years (quorum is the standard 50% of 180 houses, and then 25% with another meeting scheduled later). We're lucky if we get maybe 1-2 folks except the board at the annual meeting.

So, at the end of 2016, when the board resigned, we had several people (including me) that stepped up to help. Really, I don't even want to be on the "board" - I just wanted to help clean up the bills, etc. This board elected a president, vice-president, treasurer, etc, just by asking folks if they wanted the job. That's it... self-appointed. Seven of us.

Come January 2018, the president said the same thing "who wants to do what this year?" With nobody at the annual meeting other than the board.

I'm a little concerned that as we go after homeowners for overdue dues and such that if we don't follow our own proper elections in the bylaws that they can hold all of this over us and overturn all this hard work and get out of paying. Not getting a very warm reception to "setting things right", and so am stuck just watching a disaster unfold in slow motion.

How would you rescue something like this? I mean, we have to pay for the clubhouse and such - that's part of why we do this, why we paid to be in the neighborhood, etc. Are we even a valid board if we haven't had a quorum in over two years and the president and volunteers appointed themselves?
TimB4 (Tennessee)
Posts: 21,061
Posted:
JG,

Expecting that your Association is incorporated, most are but check to be sure, corporate laws typically specify that a Director, even though their term has expired, continues to serve until their replacement is elected or appointed.

Check your corporate laws (typically nonprofit laws) to find that section.
JG13 (Georgia)
Posts: 2
Posted:
Thanks, Tim.

The legal paperwork has been submitted every year with the SoS, but the previous board has stated that as long as they were there, they hadn't had a quorum either. So, it might be difficult to see how far back a quorum was and who technically was the last person elected as a director by a quorum.

It also bothers me that we're filing these legal documents with the Secretary of State without being properly elected by our covenants either. I just think we're on pretty shaky ground, epecially when you read an article like this: https://caselaw.findlaw.com/ga-court-of-appeals/1639035.html where the board wasn't following their own bylaws for elections and the homeowner got out of paying the dues.
TimB4 (Tennessee)
Posts: 21,061
Posted:
Quote:
Posted By JG13 on 05/10/2018 7:32 PM

So, it might be difficult to see how far back a quorum was and who technically was the last person elected as a director by a quorum.

Doesn't matter.
The Board appoints replacements if there is a vacancy.
Check the minutes to see.

Quote:
Posted By JG13 on 05/10/2018 7:32 PM

It also bothers me that we're filing these legal documents with the Secretary of State without being properly elected by our covenants either.

Not an issue. You are following the law which states those serving continue to serve.

As long as you hold a meeting in an effort to hold an election, you are on solid ground.

Quote:
Posted By JG13 on 05/10/2018 7:32 PM

I just think we're on pretty shaky ground, especially when you read an article like this: https://caselaw.findlaw.com/ga-court-of-appeals/1639035.html where the board wasn't following their own bylaws for elections and the homeowner got out of paying the dues.

From what I read (and I didn't read it all) it appears that that board failed to even attempt to hold an election and didn't hold an annual meeting. Again, as long as the Board schedules and attempts to hold an annual meeting (subject to meeting quorum), the board has done their due diligence and it shouldn't be an issue.

In case you haven't found it:

2017 Georgia Code Title 14 - Corporations, Partnerships, and Associations Chapter 3 - Nonprofit Corporations The applicable section would be: GA ยง 14-3-805, which says in part:

Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated, or appointed and qualifies, or until there is a decrease in the number of directors.

Other statutes:

Georgia Condominium Act. Applicable if you are in a condominium development

Georgia Property Owners' Association Act.

๐ŸŽฏ You've read this entire discussion

Join the conversation with 50,000 HOA & Condo Leaders:

  • โœ“ Ask follow-up questions
  • โœ“ Share your experience
  • โœ“ Get expert advice
  • โœ“ Access 350,000 discussions
Create Free Account โ†’

โšก Takes 30 seconds

Already a member? Log in here