HOA doesn't keep minutes, hasn't had quorum in a decade at least

My HOA is kind of a hot mess when it comes to performing basic fiduciary duties.

They haven't had a quorum, or sent out notices of meetings in the decade since I moved here.

(until I went to the 2017 meeting...where I had to teach the meaning of the word "quorum", and read them the section of the covenants that says they have to mail out notices every year...

They incorrectly claimed they could just send emails out...that was a huge argument)
They didn't issue any financial reports.
They didn't elect any new board members or officers; they just handed off to some other people.
I'm pretty confident they haven't kept basic records, like minutes of meetings, probably ever.

I'm actually pretty sure I'm the only one who's read all the governing documents.

So, now they've hired an aggressive MC who's basically a friend of a former board member, and they're sending all kinds of violation notices out,

The situation isn't dire. The neighborhood is pretty nice, property values have never been higher around here to my knowledge. The new people just seemed to think it was a good idea to invite a MC to give us unnecessary petty violation notices.

I like living here, but not a fan of someone counting how many flowerpots I have in the front yard (actual notice I received this week!)

I'd like to put them in check and get them to chill out. I think they've potentially exposed themselves on many legal fronts.

Has anyone been in a similar situation?

How do you think should I proceed?

My suggestion. Fix the violation you were cited for. After that, try to find out more about how to attend HOA meetings and running for the board. Is your HOA still under developer control or is it under the owners?

Plus it sounds like your HOA hired the MC to issue out violations on their behalf. It may be part of their new contractual agreement. If so, not much you can do but go through the appeal process. There should be one if they are issuing out violations.

Sorry but living in a HOA means living with restrictions... Sometimes we violate them.

The covenants and architectural guidelines are silent as to the correct number of flowerpots.

I found that petty, but of little consequence.

Whether or not I have the correct number of flowerpots has no bearing on the fact that the HOA board is not fulfilling their fiduciary duties, or has not been properly seated.
That's the main issue, in my view.

How do I make them prove they've been properly seated on the HOA?

I would think they should be able to provide records of the elections, minutes of the meetings as a prerequisite to claiming their authority to hiring the MC without a membership vote?

Well what kind of voting does your HOA do? Is it by ballot? What type of ballot if they do? Is it at a meeting or special meeting? Your asking for "Proof" but what counts as "proof"?

Our HOA at election time was pretty simple. Members showed up at the January meeting to vote. If you wanted to run for the board, you raised your hand. We had 5 board positions. So if you got 5 people to volunteer (Miracle) then basically those 5 were the board. After that, we (board) would vote/volunteer for the office positions. Someone would usually voice what position they wanted. Once that was established, we'd go to the bank and sign signature cards to the account and remove the old members.

Honestly, there wasn't much "proof" of actual votes except a raise of hands people who attended the meeting. We put it down in the meeting notes and post the list at the front entrance. Our treasurer owned the accounting firm we used. So they were in attendance to see the vote.

So if you want something "Official" it varies with every HOA. We couldn't offer much actual physical evidence on our votes. Just the meeting notes at best. So not sure what your expecting in regards to proof.

Well who says they haven't? Plus they are to allow you to just VIEW not provide copies. It sounds like the hired the MC to handle this. Not unusual because the ONLY requirement to be on the board or in a HOA is to be a homeowner. Your asking a bit too much of an "average Joe" who is VOLUNTEERING their time/energy to be all of that knowledgeable.

Have you attended a meeting? They should be posted. For someone so concerned about deflecting their flowerpot issue, doesn't sound like your very active in your HOA.

well, I get that

I would settle for the official minutes, recorded at the time in a document written by the secretary, kept in their records and published (or made available on their website)
a simple notation that a vote was taken, or just Bob raised his hand an became President, or whatever happened

That's just basic; they haven't even done that, and that's required by the covenants and Georgia code, to my knowledge.

"We put it down in the meeting notes and post the list at the front entrance."

I'm pretty sure they've never done even as simple as that

is that an unreasonable expectation?

The very paperwork your demanding on seeing at that! LOL!

Apparently, they do things differently in her neck of the woods.

yeah, I'm getting that sense...

"Looks to me like, if things were ok to begin with, maybe there are some fences to mend. Who's going to take the first step? Who should?

Lesson to learn: If proper policy isn't being followed but things seem to be ok, maybe a different approach would yield different results. "

yeah, good questions.
I don't want to be unreasonable, but the covenants and laws go both ways

there really isn't a crisis here

if Zillow and the recent tax assessment are to be believed, my home value has increased somewhere between $50-100k in the decade I've lived here
I assume that's pretty much the case for the neighborhood
we have $100k in the HOA reserves
the neighborhood is pretty nice

if there was a reason for major policy shift, they should have made the case to the members
they failed to even get a quorum at that meeting where it was to be decided, and did it anyway, without disclosing the costs or the specific rationale, other than the president was tired of doing the chores, I guess...

we could probably benefit from an injection of professionalism in the way the HOA runs things, but it should be done in the light of day, (or in the "Sunshine" as the relevant state laws are called)

that's the crux of my objection

If I can help find a middle way, I think that's the ultimate goal here

thanks to all who responded so far, its helping me shape my thinking on this matter

One time, a homeowner came up to me and said: "You know I'm a person who follows the rules, and I intend to follow every one of them --- except for this particular rule which I don't agree with."

I remember thinking to myself: "What if we gave everyone the option to ignore just one rule of their choosing?"

Mine would probably have been to not pay HOA fees.

As to my expectations, I would settle for something like this

https://www.davis-stirling.com/HOME/Meeting-Minutes

What to Include. As a rule, minutes should record what was done at a meeting, not what was said. (Robert's Rules, 11th ed., p. 468.) Even so, the motion should include the rationale for the board's action. Following is a list of essential information that should be found in every set of minutes:

Name of the Association.
Type of Meeting. Regular, special, emergency, executive session.
Date/Time/Location. Date, time and location of meeting.

Attendees. Directors who were present and who was absent, along with their titles (President, Treasurer, etc.). The minutes should also list guests who were invited to speak to the board, such as the association's CPA, contractors bidding on projects, the association's attorney, etc. Persons who attend the meeting need not be listed in the minutes. (If their names are included in the minutes, they could be subpoenaed for a deposition in the event there is litigation surrounding the meeting.) Instead of attendee names, some associations list the total number of attendees at the meeting. This is not required but is optional.

Approval of Minutes. Prior meeting minutes should be read and approved. (Robert's Rules, 11th ed., p. 473-474.)

Treasurer's Report. A verbal report is sufficient.

Committee Reports. The fact that an officer and committee report, if any, was given. When a committee report is of great importance it can be entered in full in the minutes. (Robert's Rules, 11th ed., p. 471.)

Guest Speakers. "The name and subject of a guest speaker can be given, but no effort should be made to summarize his remarks. (Robert's Rules, 11th ed., p. 471.)
Motions. Motions and how directors voted.

Executive Session. General description of matters discussed in executive session.

Next Meeting. Date of the next meeting.
Adjournment. Time the meeting was adjourned.

NOTE: Because the Business Judgment Rule requires that boards satisfy their fiduciary duties when making decisions, boards should include in their minutes reasons why they took the actions they did. See sample resolution.

I would think the election/selection of new officers and the hiring of a 3rd party management company (for the first time since the HOA was started, 25 years ago would be worth mentioning in the minutes...even if the details were "sparse"

UPDATE

I sent in my appeal letter by certified mail to the HOA, c/o the MC

Subsequently, I had an hour long phone conversation with the new Secretary, who basically confirmed my suspicions about the HOA. He admitted that the HOA has no records of any minutes from any meeting at any point in time since its founding in 1994. He also admitted that until last year, it had been a long time since a notice of a meeting has been mailed out, at least a decade. He can't remember any election ever taking place in the history of the HOA.

So I asked for a hearing/meeting with the board. The objective: partly to dicker about the pettiness of the notices I received, but mostly to rake them over the coals about how incompetently matters have been handled here. I pointed out that they have a fair amount of personal legal exposure; operating outside the regulations of a corporation such as an HOA can make those people individually liable for their actions.

I do think they should be working in good faith to get a quorum for the next annual meeting, even if by proxy. I have an issue with a "board" who's never been elected, making major decisions without ratification from the members. I'm going to tell them they should act as a temporary caretaker board until they (or someone else gets duly elected). I still want to review the contract with the MC;I think this issue should be voted on by the general membership/

My hope is to hammer out a good faith compromise and get the them to agree to some version of the board member pledge someone posted here earlier, i.e., read the docs, send out notices, keep minutes of all meetings, hold proper elections, etc... (which I think should just be common sense, but judging from some of the responses I've seen here, such things are more common than I would've guessed...). If they take no action on this front, then I suppose we'll have to consider some other way to proceed.

thanks for all the helpful feedback thus far, will keep you posted...

In my experience, raking volunteers over the coals is a great way to get the volunteers to quit. Is this your wish?



You do that. But if I were on the HOA board, and you indicated you were not willing to serve on the board, I would not pay much attention to you.



Chances are high that the Bylaws authorize the board alone to make the decision on contracting with a management company. The first thing you should do is read the Bylaws carefully, highlighting the sections that are pertinent to your gripes.



I hope the Board responds to you, "We'll do all you request, on one condition: You and several others who feel as you do run for the board."

I went through all that in the original post, if you're curious as to the backstory. (I guess maybe your gut didn't read it?)

I intend to hold the HOA board to their end of the covenant, particularly as it comes to transparency, fiduciary duties, and due process. I don't think its unreasonable to expect them to have at least have read the governing docs when they took office, and understand their basic duties. Having gone to one meeting, I emerged with grave concerns as to our HOA's basic governance and compliance with state corporate law. I feel if you've got time to count flowerpots, you've got time to keep minutes, take votes, and publish budgets. At any rate, they've certainly got those obligations under the covenants that bind us.

As far as "the sins of the past", I can only take my complaint to the current members of the board.
(The previous members of the board are presently unavailable for "contrition extraction".)

I raised my concerns about 18 months before I got these notices, accurately predicting that if we hired this MC, they would spend their time writing petty notices to justify their existence. Here we are.

I'm dissatisfied because to date I've enjoyed 10 years living in this neighborhood quietly, and getting 5 notices in the mail now telling me I have too many flowerpots does in fact, bother me, on principle. But mostly what bothers me is that an unelected board made major changes without popular support or consent, and then balks when they're in turn expected to be accountable.

You can't have it both ways.

I liked the previous "tone" of the neighborhood. This thing has in truth caused me some "emotional distress". Having heard from some of my neighbors, I know I'm not alone in that. I don't think that's good for the community.

I am open to reaching an understanding / middle way with them, but if I were in their shoes, I would have approached this issue with much more humility, communication, and transparency, given the history (and potential legal exposure!).

Get it?

Dan
In your shoes, I would:
1. Tell your BOD that the flowerpot thing is petty and it's not going to build goodwill within the HOA. There are bigger issues that could use their attention.
2. Explain that, if the MC is driving this enforcement thing, the BOD should keep a close eye on the effect of such heavy-handed enforcement on the attitudes of residents.
3. Offer to help in any way I could on the procedural weaknesses that I observed.

In this way, you might get some positive recognition and acceptance. As this thread has demonstrated, nobody reacts well to getting whooped.

I can understand how you feel, but I am concerned about whether your intended approach will be effective.

Best.

Sent to the Secretary of the HOA
(I redacted the names)

I want to express my appreciation to you and the other members of the HOA Board for making time to meet with me last night to discuss my concerns and expectations. I thought it was by and large a fruitful and constructive conversation.

As you know, I asked for this meeting to discuss the recent wave of notices sent out by the management company on the HOA's behalf. In addition to discussing the specific notices I received, I wanted to know more about the process of selecting and hiring that particular company, and terms of the HOA's agreement with them. In the process of searching for that information it became evident that essentially no official records or minutes of any HOA meeting at any time seem to have been kept, and furthermore that the board has been conducting business for years in a manner that is not in compliance with the Covenants and By-Laws of the association (i.e. holding meetings without a quorum, failing to properly mail meeting notices, etc.).

Having had this discussion with you, I believe you share my concerns about the grave situation this represents in terms of organizational stability, transparency, and potential legal exposure. At the meeting we discussed how necessary and vital it is that the Board act in compliance with the Covenants and By-Laws which are the basis for the Board's authority. To that end we explored ways to move forward in compliance and good faith that benefit the entirety of the HOA community.

I am pleased that at our meeting the HOA Board committed to the following:
Acknowledging the negligence of past HOA boards in the areas of due process during meetings, fiduciary duties, record-keeping, and transparency,
Renewing and reaffirming the current Board's commitment going forward to complying with their duties as board members and officers, as required in the Covenants and ByLaws of the association, and the laws of Georgia. This commitment to be manifested in part by the following practices in the future:
Mailing all member meeting notices and essential communications to homeowners (in addition to email, and publishing on the web site)
Adjourning meetings when a quorum is not reached
Keeping records and publishing minutes on the web site of all member and board meetings
discussing and seeking approval from the membership for major shifts in policy
officers and board members thoroughly re-reading the By-Laws and Covenants to ensure they better understand their duties as described within
reviewing and ensuring that communications and violation notices from the management company to homeowners are in accordance with the By-Laws, Covenants, and Architectural Guidelines
specifically, clarifying under what circumstances homeowners must submit the ACC Modification Request form, and when they need not
reviewing the language and/or penalty fee schedule on that form, to ensure it matches the terms listed in the Covenants or ACC Guidelines
reviewing and ensuring that the current versions of the governing documents are published on the websites and available to homeowners
(ex. it was noticed at the meeting that the ACC guidelines on the management company website were apparently outdated, and had conflicting information with the guidelines the Vice President was referencing)
Mailing, emailing, and publishing a conciliatory letter to the homeowners within a week's time
explaining the recent changes in enforcing covenants through the management company management,
outlining the Board's rationale for the changes, and the services the management company will provide
apologizing for the previous lack of communication and transparency,
pledging to improve these areas going forward
and granting a reasonable grace period of 90 days for the resolution of the notices sent out in the first wave of mailings.
Working in good faith to achieve quorums at annual member meetings in the future
by mailing notices of meetings as mandated in the ByLaws
encouraging the use of proxy ballots
other means including door to door campaign, emails, and the NextDoor app
Pledging to put the management company contract to a membership vote at the next annual meeting to decide if we should reaffirm or discontinue the relationship
Pledging to hold officer elections at the next annual meeting for all offices
Providing a copy of the HOA's contract with the management company (with sensitive/personal information redacted) in order to demonstrate there is no conflict of interest or compensation basis incentivizing the management company agents to penalize homeowners with violation notices, and to better understand the nature of our relationship with the management company. Of interest specifically:
general terms, services provided
the time period and renewal terms
the compensation basis
Work in good faith to reset and improve the general "tone" of communication with the homeowners
I think that following through on these commitments will greatly improve the quality of the relationship between the homeowners and the HOA board. If the board has the longterm goal (as stated at our meeting) of getting a sufficient homeowner turnout to effect amendments to the bylaws reducing quorum requirements, then the board needs to earn the trust of the homeowners. I don't think getting even a basic 51% quorum is likely unless notice delivery and communication improve and become more consistent. Meeting the expectations outlined above would be a step in the right direction.

A good place to start would be publishing the minutes of this Board meeting on the website, in the space provided on the management company website. (Below, I've attached some links to templates you might consider using for meeting minutes going forward, as a guide.)

These records needn't necessarily be lengthy. My understanding is that while there is no set standard or form, generally speaking, minutes should be recorded contemporaneously and published soon thereafter and contain just the essential facts of the meetings, without editorializing.

You have my permission to include this letter in the minutes for this meeting.

I am encouraged by the conciliatory tone that you set at the meeting, and I am confident I can count on you as a man of your word. As we move forward in good faith, you can count on my help.

Please feel free to share this information with the other board members (I don't have their emails).

Thanks-
DAN