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Board, or not a Board?

Started by ThomasM21 • 12 replies • 700 views

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ThomasM21 (Washington)
Posts: 6
Posted:
My board has been 2 people for the last, well long long years....

Per our CC&Rs, we didn't hold a traditional vote to get a full new panel of members. I was voted in this way as VP. 2 board members and 2 agents were elected.

However, at a random board meeting (that I couldn't attend) the president quit and the 2 agents quit. The people that were present decided to just take positions they wanted, filling the 2 director slots of P and VP, and the 2 agent slots of Secretary and Tresurer. It's only been about 3 months from that time.

I'm pretty sure that I am still techincally the VP, and what they did seems to not be abiding by the CC&Rs. Without a President, as VP, I would take the responsibilities of one and hold a "special meeting" to have the owners vote in new members, filling all board seats and agents needed. I think this is correct per my documents.

Thoughts? Concerns? Feedback?

lol wtf, right?
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Thomas

Assuming the BOD filled the vacancies then they are valid until at least the next General Election. What should be done now is a BOD Meeting to elect Officers. Do not assume you move to the Pres. position.
ThomasM21 (Washington)
Posts: 6
Posted:
Quote:
Posted By JohnC46 on 08/07/2018 11:02 AM
Thomas

Assuming the BOD filled the vacancies then they are valid until at least the next General Election. What should be done now is a BOD Meeting to elect Officers. Do not assume you move to the Pres. position.

Thanks for the reply. They filled vacancies and tried to fill my role. Our CC&Rs state that VP takes the duties of the President's role upon the empty seat. My above post didn't mean I take that role.

I just want to make sure we are doing things appropriately moving forward.
DouglasK1 (Florida)
Posts: 2,046
Posted:
I'm not sure what an agent is, but typically officers are elected by the board. If two directors met, and they constituted a quorum, they could elect new officers. There might also be limits in your governing docs and/or state law about proper meeting notice requirements. For example, if notice of agenda was required in advance and not sent/posted, the election of officers might not be valid.
Escaped former treasurer and director of a self managed association.
ThomasM21 (Washington)
Posts: 6
Posted:
Quote:
Posted By DouglasK1 on 08/07/2018 12:05 PM
I'm not sure what an agent is, but typically officers are elected by the board. If two directors met, and they constituted a quorum, they could elect new officers. There might also be limits in your governing docs and/or state law about proper meeting notice requirements. For example, if notice of agenda was required in advance and not sent/posted, the election of officers might not be valid.

The "agents" are Treasurer and Secretary. Only P and VP are board members, per our CC&Rs. Because I was the only board member, and the meeting was done with purly "agents" then the voting wasn't done per the requirements of our documentation. No notice of agenda was sent out, etc...

I'm going to a meeting tonight with the new "board" or whatever it is and will try and straighten things out along with information y'all had to help move it forward in the right direction.

RichardP13 (California)
Posts: 3,868
Posted:
Associations have Directors and Officers.

Directors are elected by the membership, but sometimes appointed by the Board of Directors.

Directors are the only one allowed to vote on Association business. Officers can give input, but it is the Directors who make the decisions on behalf of the HOA.

Your Bylaws should state how many Directors you should have, and what Officer positions the HOA should have.

Let's say, for argument's sake, you had two Directors and two agents and only one Director showed up for the meeting. You don't have quorum. Absent quorum, the people present can talk all the want, but no business can be transacted upon, including adding new people either to the Board or as an agent.
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By ThomasM21 on 08/07/2018 10:22 AM
at a random board meeting (that I couldn't attend) the president quit and the 2 agents quit. The people that were present decided to just take positions they wanted, filling the 2 director slots of P and VP, and the 2 agent slots of Secretary and Tresurer. It's only been about 3 months from that time.


When the other director (who happens to be President) quit, you became the sole board member. Chances are your governing documents give you the power to appoint another director. Then you and the new director would appoint a third director, then the three of you would appoint a fourth director, until all the director slots are filled. Subsequently the new board, via a board vote, should appoint a president, vice president, treasurer and secretary.

What was done at the meeting was not lawful. If anyone is watching things closely and is also versed in the governing documents, this could be a problem.

If you are comfortable working with those folks who perpetrated a bona fide coup d'etat, then to make things legal, appoint one to the board, then the two of you should appoint another. Then elect and appoint the officers.
ThomasM21 (Washington)
Posts: 6
Posted:
Quote:
Posted By RichardP13 on 08/07/2018 12:37 PM
Associations have Directors and Officers.

Let's say, for argument's sake, you had two Directors and two agents and only one Director showed up for the meeting. You don't have quorum. Absent quorum, the people present can talk all the want, but no business can be transacted upon, including adding new people either to the Board or as an agent.

This is exaclty what I thought. I second guess myself too often with things I'm mostly ignorant about. Thank you Richard.
KerryL1 (California)
Posts: 14,550
Posted:
Seems like you're getting good advice here, Thomas.

But it's usually bylaws that discuss elections and officers. So there seems to be some confusion about what you understand. For instance, the P and VP are not director slots, they are officers. Often, bylaws require them to be directors in order to become officers. I, too, have never seen the word "agents."

Anyway it looks like you, too, weren't appointed correctly.

Does your HOA have a property manager to help you? what size is your HOA?
ThomasM21 (Washington)
Posts: 6
Posted:
Quote:
Posted By KerryL1 on 08/07/2018 2:59 PM
Seems like you're getting good advice here, Thomas.

Anyway it looks like you, too, weren't appointed correctly.

Does your HOA have a property manager to help you? what size is your HOA?

We had a President and a Treasurer. They both resigned at our annual meeting in Feb. There, instead of a ballot system (per our CC&Rs) they just did a vote of "them" and the Owners. This is where I was appointed as VP. Yes, P & VP are required to also be board members. Treasurer and Secretary are not allowed, but are instead Officers (correct legal word? sorry, was using Agents for some reason).

New Treasurer resigned.
New President resigned.
Didn't elect a secretary, so the treasuerer held that office.

After they resigned, the Treasurer held a random "board meeting" with some owners who wanted to take those positions and carry on the HOA. They appointed random people and have had a couple meetings since. Because I was unaware of the meeting (per CC&R notice jargon) the VP slot was also handed away (this guy has moved away now & resigned).

Everyone is all mixed up now and I will be attending a "board meeting" tonight to try and clear things up from this. My idea was to appoint people into "offices" until the annual meeting, where I can run an actual ballot system (per CC&Rs) to get the 5 board members we need and the members of office, and hopefully clean up the rest as we go. (long story. audits, financial issues, etc....) Overall, just trying to clean everything up and put it back on the right path.

Answers:
1. We do not have one, but is a great idea that I've wanted to look into.
2. Size is 82 homes

KerryL1 (California)
Posts: 14,550
Posted:
Check you docs again. Often the OFFICERS -- secretary and treasurer do not need to be directors (board members), but they are permitted to hold the office AND be a board member too just like the president and VP.
ThomasM21 (Washington)
Posts: 6
Posted:
Quote:
Posted By KerryL1 on 08/07/2018 5:32 PM
Check you docs again. Often the OFFICERS -- secretary and treasurer do not need to be directors (board members), but they are permitted to hold the office AND be a board member too just like the president and VP.

The wording specifically states they are not allowed to be directors but instead have the pleasure of holding the seats of office.
JenniferG11 (Texas)
Posts: 667
Posted:
Quote:
Posted By ThomasM21 on 08/07/2018 12:41 PM
Posted By RichardP13 on 08/07/2018 12:37 PM
Associations have Directors and Officers.

Let's say, for argument's sake, you had two Directors and two agents and only one Director showed up for the meeting. You don't have quorum. Absent quorum, the people present can talk all the want, but no business can be transacted upon, including adding new people either to the Board or as an agent.


This is exaclty what I thought. I second guess myself too often with things I'm mostly ignorant about. Thank you Richard.

My two cents, Thomas: It's a good thing that you double check. Too many people are too stubborn or lazy to learn all this and second guess their assumptions!

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