Membership Attendance at Board Meetings

Started by RonaldW • 14 replies • 1686 views

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RonaldW (South Carolina)
Posts: 901

Posted:

A member was sent a violation letter concerning placing a pile of limbs and debris at curbside for collection a couple days before it was supposed to be placed out for collection. It was the standard, polite letter pointing out the violation, quoting the actual restriction, and asking her to rectify the situation and see that it doesn't happen in the future.

The day she received the letter she sent me an e-mail asking the date, time and location of the BOD meetings. She said she wanted to attend the meeting.

This is a lady who fought and won a lawsuit against the HOA concerning the design of her house. She seems to have "legal connections", she had the lawsuit moved to another county where she found a judge favorable to her position. Winning her lawsuit nearly bankrupted our association. This was a couple years ago. I suspect she feels she "owns" the HOA now, that she is "special" and can do what she pleases.

Our board meetings are not typically attended by members although they have occasionally come to address the board on issues and then left. It's a small association (134 members) with no MC and the board meetings are held at a board member's home (mine for now).

The questions:

If she comes to complain about her letter and then leaves, that's fine. If she wants to stay for the entire meeting must we let her?

We have some sensitive negotiations in progress with neighboring associations concerning maintenance of common areas. Must we allow her to stay and hear our discussion on these issues? We really don't want anything to get back to the other associations until we can present a united front.

We may need to discuss issues we are having with other members. How could we do that with her (or any other member) present?

If she must be allowed to stay for the entire meeting is she allowed to speak or must she just observe?

If she stays for the entire meeting do we just postpone any sensitive issues until another meeting? Call an "emergency meeting" later?

And finally, since the meeting is in my home, if she gets out of line, can I demand that she leave?

Ron
SC

RogerB (Colorado)
Posts: 5,067

Posted:

Ronald, in answer to your questions:
1. If you have open Board meetings she is allowed to stay for the entire meeting so long as she does not disrupt the meeting.
2. The sensitive issues can be discussed in an executive session where only the Board members are present. The executive session could be scheduled early before visitors arrive or at the end of the meeting after excusing visitors.
3. Personal matters should be discussed in executive session, the person involved can be invited to attend.
4. She may only speak when given the floor by the Chair. A time limit can be imposed each time she is allowed to speak. She should be allowed time to speak concerning her violation letter - at the open Board meeting or during an executive session.
5. If anyone gets out of line at any meeting they can be asked to leave immediately. If they refuse the Chair can assign people (Sargent of Arms) to escort them out.

RonaldW (South Carolina)
Posts: 901

Posted:

Thanks Roger.

I don't know if we have "open" board meetings or not. I'll have to check the documents. I know in the past, at least once, a past president barred a member from a board meeting. Afterwards, someone removed a Christmas wreath from her front door.

Ron
SC

HaroldS1 (Arizona)
Posts: 314

Posted:

Ron - what does your state say about open meetings? Why don't you want members to attend? Arizona is very specfic about allowing members to attend BOD meetings, and allows them to speak before each item is voted upon, in addition to any open speaking at a specified time in the agenda.
And Roger, I don't think those discussions about neighboring HOAs would qualify for an executive session (unless it involved a pending lawsuit) - at least in Arizona. Read the only reasons a board can go into executive session in Arizona.
Maybe you should begin holding your meetings in a nearby school or library and invite your members - that is less intimidating than someone's home. Harold
http://www.azleg.state.az.us/FormatDocument.asp?inDoc=/ars/33/01804.htm&Title=33&DocType=ARS

LindaA1 (New Hampshire)
Posts: 25

Posted:

This is actually a question concerning this same subject...If meetings are allowed to be closed, what about the minutes for these closed meetings ? Should they be available to members in general? When should they not be, if at all?

Thanks.

MaryN (Virginia)
Posts: 125

Posted:

Why should the Board meetings be closed to the members? I can understand a few closed sessions, but I think the members should be allowed to attend any other meetings. Closed sessions should handle only certain topics. When all the meetings are closed it causes real problems. In our small HOA the "board" has held meetings when 3 members meet on the street and decided to do something..like a mailout. They consider that a closed
board meeting even tho we have 5 board members. If this member is part of a problem..it would be nice to have her as part of the solution. Closed meetings breed suspicion and distrust and trouble in the future.
MaryN

PaulM (Pennsylvania)
Posts: 1,347

Posted:

RonaldW:
What has the Board done in the past re attendance at Board meetings? Is the Board meeting publicized with date/time/location to the community inferring that they can attend and for a certain time period?

If so, it would not be out of line to state the time for residents (this resident) to attend (at an appointed time for a short duration) with their concerns and then they must leave since you will now go into 'Executive Session'. You are not bound to give any immediate answers to resident concerns raised. You might state you will take all resident concerns under advisement and your conclusions will be communicated by letter. Don't be surprised if she rallies other residents to her cause and brings them along for support.

If no residents are entitled to attend a Board meeting, then you can still appoint a time for her to speak and then leave, OR ask her to put her concerns in a letter which will be reviewed at the next Board meeting.

Your ally here is the clause in the official documents which state the appropriate time to put out trash. If the Board feels a little flexibility can be given for times of 'specific need', you could, of course, offer a new 'rule'. Try not to let your emotions get the better of you here and understand when one might need flexibility in putting out trash for specific situations.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

Ronald,
I would strongly recommend that you hold your Board Meetings at a netural site. Apparently you have no community facilities, but if you look around there may be some other place you don't have to pay for. Maybe a school, library, a room in a civic building, a room in a business office, etc, look around. And make sure you stay within the guideline of your CC&R"s.
Keep your meetings formal with a head table etc. I sure would also advise someone in your association going over your documents to establish what you can and can't do. You are just asking for trouble by not have structure and procedures to your meetings and it my opinion any association that holds closed meeting are doing a disservice to the Community. Utilize yout talent not isolate it. My condo holds closed meeting and that will be changed finally in the near future.

JohnM3 (Florida)
Posts: 288

Posted:

What state is the hoa in. Florida has a law that states they must be noticed and be public for all.
In 19 years our board has lisened to violators complain about their violations then they leave never to be seen again.
Thats life in a HOA. People do not read before they buy into a hoa or condo they are only focused onprice and how much per month period.
They also go to closing without home inspections, no lawyer. Yet after they move in they want the 30 ft tree in there back yard cut down by the hoa. Ah yes hoas would be fun to run without people who constantly complain abot there own messes.

RonaldW (South Carolina)
Posts: 901

Posted:

It turns out that this lady believes the HOA cannot enforce a covenant restricting the time and day that limbs and lawn debris can be put out for collection because the city ordinance is less restrictive.

I believe she is wrong. So does our attorney, and though it will cost us a little money, I will have a letter from the attorney supporting our position.

Ron
SC

HaroldS1 (Arizona)
Posts: 314

Posted:

I think CC&Rs can be more restrictive than city ordinances, but not less restrictive. However, with state laws specific to HOAs, the infamous "notwithstanding" would rule, and it usually specified "unless the CC&R is less restrictive", then it could prevail.
Our city allows bulk trash to begin being placed at the curb the Thursday before collection week. Our CC&Rs specify The Sunday of collection week. But our board has never enforced this, since it COULD be there only 3 days sooner. Most people who work will not violate this anyway - maybe starting on Saturday if they have a lot to put out. Common sense is needed. If placed out prior to Thursday, it can become a city enforcement.
Keep us informed of your court decision please. Harold

BradP (Kansas)
Posts: 2,640

Posted:

Ronald:

I think your HOA is right, you can be more restrictive than local covenants. I am probably too late to answer your questions, but here is my take.

1. I think you should allow her to be there for the whole meeting, I personally feel it is good to let any member attend a board meeting.
2. If you have sensitive information that is being discussed you could go into excecutive session
3. Again if you are going to talk about specific people I think that should be done in excecutive session, if it is a general issue like several yards starting to look bad that can be done and should be done in open.
4. I think you should give her an opportunity to speak, I think at any board meeting members should have an opportunity to speak. The chair needs to just keep it to a reasonable time limit.
5. Anytime a member is out of line at a meeting the chair should stop the meeting and ask the person to leave and not resume until that person has left.

DaneC (California)
Posts: 210

Posted:

Title 33 - Corporations, Partnerships and Associations
CHAPTER 31.
SOUTH CAROLINA NONPROFIT CORPORATION ACT
ARTICLE 7.
MEMBERS MEETINGS AND VOTING
SUBARTICLE A.
. MEETINGS AND ACTION WITHOUT MEETINGS
SECTION 33 31 701. Annual and regular meetings.

(a) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.
(b) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.
(c) Annual and regular membership meetings may be held in or out of this State at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual and regular meetings must be held at the corporation’s principal office.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

DaneC,
Our By-laws pretty much follow what you have posted.

(A) Our by-laws call for an annual meeting at the complex, with prior notice and we follow that.

(b) There are no times stated in our by-laws other than to have four regular meetings a year.

(c) Our by-laws calls for all meetings to be held at the complex.

Our routine, for at least twenty years is to hold regular meetings by telephone. Nothing in our documents have been changed to allow this. The board now uses conference call but there is no notice to members nor are arrangements made to allow owner participation.

Nothing above above addresses open/closed meetings, it has been done this way because no one cared enough over the years to do anything about it. I tried for years but where do you go to adjudicate this? You don/t, not in SC. The states position is that the HOA rules, regulations and action are outside of the Attorney General limitation.

In reality, for years all our BOD were absentee owners, and I can't say I blame them for not wanting to attend a meeting here four times a year. It also takes too much effort to make amendments. Now, our manager always attends every meeting, he lives close by. None of this is justification to go outside our Covenants. I would venture to say every HOA has some of this going on, it's just a matter of degrees. Our by=laws do not address open/closed meetings.

Note. I have posted this before but I live in an HOA and am a paying member at around $800/year. This organization has always held open regular meetings. Our condos due run around $320/month with a $525 special assessment that has been in effect for 7 yearts and another $500 more in special assessments will probably be added, and our books have never been audited. I have changed some things for the better over the years, but it is difficult. Our complex is in pretty good shape right now but we have had strings of bad management. Nothing too unusual in any of this, and it will get worse for HOA's before it gets better. IMHO

RonaldW (South Carolina)
Posts: 901

Posted:

The person came to the meeting (late), said that the pile of debris was put out because her husband misunderstood the information on the city webpage and that she believed the city ordinances superceeded the Declaration of Restrictions and Easements. She seemed very upset that she had been sent a letter and that the letter was sent so quickly (we are small and efficient). I gave her a copy of an e-mail from our attorney explaining that the Declaration of Restrictions and Easements is enforceable regardless of city ordinances (unless the city ordinance specifically superceeds the Declaration of Restrictions and Easements) and tried to explain to her that receiving a letter was no big deal unless there were continued violations. She seemed to feel that we should have called her or visited instead of sending a letter. We explained that that had been tried without success and that on some occasions, we had been ordered off the property. I hope she left understanding the concept of and HOA and the Declaration of Restrictions and Easements.

All in all, it went much better than I had expected. I sent her an e-mail thanking her for expressing her concerns and offering to assist in any way we can.

I hope it's over with.

Ron
SC

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