Customary to inform HOA owners of new directors on the board

Started by ChrisE8 • 10 replies • 548 views

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ChrisE8
Posts: 454

Posted:

In the HOA where I own a rental property, I learned that one board member is no longer eligible to serve, so the property manager instructed that one of the property manager's employees be added to the board. The board did not approve this; the employee is just now a director. Owners were never informed of this.

When a new director is added to the board, even to fill a vacancy during a period between owner meetings, isn't it customary to announce the new director to HOA members? Or is it customary not to say anything to HOA members?

[Sidebar: I owe everyone an apology for causing offense in another thread. Sorry, I'll be more considerate next time.]

Thanks.

MelissaP1 (Alabama)
Posts: 13,836

Posted:

Are you owner owned or still under the developer? Reason being that typically ONLY owners can be on the board unless the rules state otherwise. The MC may observe meetings but not usually cast vote or have representativee on the board.

Former HOA President

GeorgeS21 (Florida)
Posts: 3,808

Posted:

Chris - doesn’t make sense.

CathyA3 (Ohio)
Posts: 6,299

Posted:

Unless your CC&Rs are *really* different from most others, the only people who may serve on the board are owners and the property manager has no authority to add anyone, not even another homeowner. The other directors need to push back. Failing to inform the community seems to be the least of your problems.

(We did have a previous NY poster who said that the PM and employees sat on their board and basically called the shots. So possibly this is OK in that state, aside from the fact that no single board member has the authority to do anything unilaterally, not even the president.)

ChrisE8
Posts: 454

Posted:

Thank you very much.

This is North Carolina.

AugustinD
Posts: 5,144

Posted:

Quote:

Posted By ChrisE8 on 10/20/2020 3:15 AM
In the HOA where I own a rental property, I learned that one board member is no longer eligible to serve, so the property manager instructed that one of the property manager's employees be added to the board. The board did not approve this; the employee is just now a director.

If your HOA/condo is subject to the New York Nonprofit Corporation statute, and if neither the Bylaws nor Certificate of Incorporation require a membership vote to fill the vacancy, then the statute requires the board to vote to fill a vacancy. See NPC 705. The vote should be in the Minutes of the Board Meeting.

Else if there is no violation of the law or governing documents, then to me there are no grounds to complain.

AugustinD
Posts: 5,144

Posted:

The North Carolina Nonprofit Corporation Act Section 55A-8-11 says essentially the same thing as what I quoted for New York.

Is this a condominium or non-condominium?

Under developer control or not?

ChrisE8
Posts: 454

Posted:

Thanks. Non-condo, not under developer control.

Even if the board can fill the seat, isn't it normal to let owners know who the new board member is? Adding a property manager to the board and not telling anyone just seems a bit shady.

AugustinD
Posts: 5,144

Posted:

Quote:

Posted By ChrisE8 on 10/20/2020 8:10 AM
Even if the board can fill the seat,

-- My point is that, if the Board did not vote to appoint this director, then so far, it appears the appointment is not lawful. If the appointment was not recorded in Minutes somewhere, then this is most likely not lawful as well. Does this translate to "shady"? Yup.

-- Quoting what your HOA's Bylaws say about (1) open board meetings; and (2) appointments to fill vacancies on the board would be more helpful than having folks guess here about the extent of shadiness going on.

-- Subsequently the question becomes do you want to become a HOA activist. If not, the next issue is the cognitive dissonance of looking the other way at a mis-managed, possibly corrupt board.

KerryL1 (California)
Posts: 14,550

Posted:

What do the bylaws say, Chris, about non-owners serving on the Board? May they? I'm sort of surprised that your rarely cite your governing docs when you ask these sort of questions.

Isn't this (PM on the Board or appointing directors) also a problem with your now-rental property in NYC?

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