Mystery Board Members

Started by WillD • 16 replies • 1367 views

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WillD (California)
Posts: 14

Posted:

What can a CAM or management company do if two out of three board members do not attend board meetings in person (they attend via telephone) for over a year? Of the two, one is elected and the other is the declarant. Petitioning to remove the elected one is pointless because the declarant has enough votes to keep him. The elected board member supports the declarant.

It is not unusual during our board meeting to hear owners ask "who are you people". We don't even know what they look like.

Thank you.

JohnC10 (Arizona)
Posts: 106

Posted:

Be thankful. Get a quorum by any means necessary.

WillD (California)
Posts: 14

Posted:

Be thankful??? A quorum is useless.

PaulM (Pennsylvania)
Posts: 1,347

Posted:

WillD: If the 'declarant' is on the Board at this time, it sounds like there has not been an actual developer transition yet to the residents. As the CAM/management company, is your contract with the declarant himself?

JohnC10 (Arizona)
Posts: 106

Posted:

I see, essentially what you're saying is the board hasn't conducted business in a year. I assume you're still getting paid? If so, I don't see a problem...less responsibility for the same money. If not, you probably should have quit eleven months ago. Although its never too late to dump a non-paying account.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

Will,
On the surface it sounds as if the developer is only part of the problem. The members are also ignoring their responsibility. They will have to be the force that makes the changes. You really don't have a Board, you have two appointed members and who ever the Lonesome Dove is that is not going to be able to create change. I would not want to be associated if I were you, and if I lived in the HOA I certainly would not be paying money for your fees.

RogerB (Colorado)
Posts: 5,067

Posted:

Will, if the association's Bylaws allow attendence by phone then I suggest the members can call special members meeting and change the Bylaws.

Amendments could include:
1)Except for emergencies or special circumstances, such as insufficient on-site owners, the Bylaws should be amended to - to be considered to be in attendence and to be able to vote Board member shall be present in person.
2) If a Board member is absent for 2 (or 3) consecutive scheduled Board meetings they are automatically removed from the Board.

WillD (California)
Posts: 14

Posted:

Thank you all for your comments.

To note, I am not the CAM. I am a homeowner. Of the three member board, the two "mystery members" are sabotaging the one resident board member who truly has our best interest in mind. The other two have been so blatant as to state that coming here for a board meeting is not econimically feasible and they also have many other projects to tend to.

Is it not normal protocol for a CAM to send a letter stating that as life's priorities change that it can affect your HOA BOD committment and consider resigning so that a willing participant can take over.

I though that preventing the HOA from flourishing was a bozo no no for a developer.

TracyT (Maryland)
Posts: 228

Posted:

Will,

It appears that you are still under the control of the developer. The developer usually appoints his own BODs, CC and MC. In your case it sounds like he has appointed at least one resident to be on the BOD. Is that correct?

Your governing documents should speak to the developers control until the community is turned over to the HOA. What do they say?

Usually, again, usually the developer does have complete control and a lot of leeway until the association is turned over (e.g. more than 50% sold).

I don't want to go too far on a limb but . . . you might want to work on building a good (or strong) rapport with the developer. Turn over to the association is a big deal.

I hope this is helpful?

JohnC10 (Arizona)
Posts: 106

Posted:

It costs money to make things flourish. As a developer it can flourish all it wants after I'm gone.

RogerB (Colorado)
Posts: 5,067

Posted:

Quote:

Posted By JohnC10 on 09/14/2007 11:07 AM
It costs money to make things flourish. As a developer it can flourish all it wants after I'm gone.

John, unfortunately you express the same attitude as many Developers

JohnC10 (Arizona)
Posts: 106

Posted:

It's not necessarily my point of view but my understanding of what a developer's perspective might be. I would imagine that a developer has a number of associations under his/her control. Why not control expenses and meet telephonically instead of sending someone all over creation? Sounds like a sensible business practice especially since there really isn't anything imperative for a board to do until the association is turned over. There are certain instances where individuals are allowed to appear and testify in court telephonically. I don't see what the big deal is.

GlenL (Ohio)
Posts: 5,491

Posted:

Quote:

Posted By RogerB on 09/14/2007 8:12 AM
Will, if the association's Bylaws allow attendence by phone then I suggest the members can call special members meeting and change the Bylaws.

Amendments could include:
1)Except for emergencies or special circumstances, such as insufficient on-site owners, the Bylaws should be amended to - to be considered to be in attendence and to be able to vote Board member shall be present in person.
2) If a Board member is absent for 2 (or 3) consecutive scheduled Board meetings they are automatically removed from the Board.

Roger it may depend on what the State law governing the Association allows; in Ohio it is:
A meeting of the Board of Directors may be held by any method of communication,
including electronic or telephonic communication, provided that each member of the Board can hear, participate, and respond to every other member of the Board.

Studies show that 5 out of 4 people have problems with fractions

RobertR1 (South Carolina)
Posts: 5,164

Posted:

Glen,
This means that Ohio does not allow open regular board meetingss since only Board members are mentioned. Would that be correct? It could easily be expanded to include any member wishing to participate.

DaneC (California)
Posts: 210

Posted:

Glen - he quoted 5311.08.(A)(4)(a)
Here is what (b) looks like -
(b) In lieu of conducting a meeting, the board of directors may take action with the unanimous written consent of the members of the board. Those written consents shall be filed with the minutes of the meetings of the board.

GlenL (Ohio)
Posts: 5,491

Posted:

HB - 135 which modified 5311.08 in 2004/05 added section 4a which I quoted before. I would take that one or more absent members of the BOD could attend a meeting by conference call as long as all the Board members could hear each other. In theory you could hold the entire meeting by conference call as long as interested homeowners were allowed to listen in as provided in section 3. I know I have been in conference calls with 40-50 people. I'm not saying it is a good idea, I was just saying the restrictions Roger proposed would not work with all HOA's in Ohio.

Sec. 5311.08. (A)(1) Every condominium property shall be administered by a unit owners association. All power and authority of the unit owners association shall be exercised by a board of directors, which the unit owners shall elect from among the unit owners or the spouses of unit owners. If a unit owner is not an individual, that unit owner may nominate for the board of directors any principal, member of a limited liability company, partner, director, officer, or employee of that unit owner.

(2) The board of directors shall elect a president, secretary, treasurer, and other officers that the board may desire.

(3) Unless otherwise provided in the declaration or the bylaws, all meetings of the unit owners association are open to the unit owners, and those present in person or by proxy when action is taken during a meeting of the unit owners association constitute a sufficient quorum.

(4)(a) A meeting of the board of directors may be held by any method of communication, including electronic or telephonic communication provided that each member of the board can hear, participate, and respond to every other member of the board.

(b) In lieu of conducting a meeting, the board of directors may take action with the unanimous written consent of the members of the board. Those written consents shall be filed with the minutes of the meetings of the board.

Studies show that 5 out of 4 people have problems with fractions

PaulM (Pennsylvania)
Posts: 1,347

Posted:

WillD:
Unfortunately, until the developer settles on the pre-determined number of units (check your bylaws) and turns over the association to the residents, you can do nothing. The one resident Board member is your ally at this juncture, but the association as it stands now is completely run by the developer and it will continue to be so until turnover. The developer is looking out for his own interests and the two 'mystery board members' are as well.

..."Is it not normal protocol for a CAM to send a letter stating that as life's priorities change that it can affect your HOA BOD committment and consider resigning so that a willing participant can take over.."
The CAM is hired by the developer and is under contract to him. The Board will be fully made up of elected residents only at the appointed time of turnover, not before.

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