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Term of a Director the Board Appoints?

Started by AugustinD • 99 replies • 1288 views

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AugustinD
Posts: 5,144
Posted:
Real-life situation from a friend: Director Sally won election about a year ago, in late February 2020 at the required annual meeting of the membership. Per the HOA's Bylaws, her term is three years. In August, 2020, Director Sally tragically died. In September, 2020, the Board appointed William to fill the vacancy. The next meeting of the membership is in late February, 2021. A few seats on the board will be filled by election then. Based on the following, how long is William's term as a director?

-- The state's nonprofit corporation act has a Section E titled, "Special Provisions for Homeowners' Associations." Section E states, "Notwithstanding the requirements of sections Q, R, U, V, W, X and Z, the provisions set forth in those sections need not be set forth in the articles of incorporation of a homeowners' association and shall be effective if set forth in the bylaws."

-- The state's nonprofit corporation act at Section W states, "The term of a director elected by the board of directors to fill a vacancy expires at the next members' meeting at which directors are elected."

-- The nonprofit corporation statute's Sections Q, R, U, V, W, X and Z all involve corporate Bylaw type issues.

-- The HOA's Bylaws state that the term of a director appointed by the board to fill a vacancy shall be the same as the term of the director who resigned.
ChrisE8
Posts: 454
Posted:
I'd take the most careful approach and have the director seat up for re-election at the meeting in February 2021. Otherwise, if the seat is not validly held, then up to ALL board actions are either void or voidable.
SheilaJ1 (South Carolina)
Posts: 291
Posted:
Quote:
Posted By ChrisE8 on 01/25/2021 11:14 AM
I'd take the most careful approach and have the director seat up for re-election at the meeting in February 2021. Otherwise, if the seat is not validly held, then up to ALL board actions are either void or voidable.

Agreed, especially if the board knew that the appointment may not be valid and another election was held but continued to not fill that seat by election.
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By ChrisE8 on 01/25/2021 11:14 AM
I'd take the most careful approach and have the director seat up for re-election at the meeting in February 2021.
Director William says that, since Director Sally's term does not expire until 2023, and he was appointed to fill Director Sally's now vacant seat, then by his reading of the nonprofit corporation act, he is not up for re-election until 2023. Director William has indicated that, if he is forced to run for re-election in 2021, then he may pursue this in court.

I am seeking answers that interpret what the nonprofit corporation act says in this instance.
SheliaH (Indiana)
Posts: 6,964
Posted:
I would say William's term should end in February 2023 because he was appointed to finish up Sally's term (unless he chooses to resign sooner or gets recalled for whatever reason).

You didn't say whats in sections Q - Z, or their effective dates, not to mention the date the HOAs bylaws went live and that could make a big difference. Normally I say the bylaws should dictate how the HOA is run unless and until a state specifically says X law will apply to all HOAs regardless of when they were established.

There are all sorts of non-profit organizations that do different things, a one size fit all approach usually doesn't work. Its best to establish some basic rules and let the organization determine the best way it should run. As long as you stay on the IRS' good side you should be ok.
If it is not right do not do it; if it is not true do not say it. Marcus Aurelius
SheilaJ1 (South Carolina)
Posts: 291
Posted:
What makes it a special provision? And the question is do special provisions bylaws and any bylaws overcome state laws in regards to appointments?

More details are needed.
ChrisE8
Posts: 454
Posted:
Quote:
Posted By AugustinD on 01/25/2021 11:31 AM
Posted By ChrisE8 on 01/25/2021 11:14 AM
I'd take the most careful approach and have the director seat up for re-election at the meeting in February 2021.
Director William says that, since Director Sally's term does not expire until 2023, and he was appointed to fill Director Sally's now vacant seat, then by his reading of the nonprofit corporation act, he is not up for re-election until 2023. Director William has indicated that, if he is forced to run for re-election in 2021, then he may pursue this in court.

I am seeking answers that interpret what the nonprofit corporation act says in this instance.

Is Director William a lawyer, and particularly a lawyer with expertise in relevant matters? If not, why would his view hold any weight?

I'd need to see the full state statute. Often state statutes do say "here's how things are, unless the bylaws say otherwise", but bylaws couldn't lawfully contradict state law that lacks that kind of "unless the bylaws say otherwise" language.
SheliaH (Indiana)
Posts: 6,964
Posted:
I also have to concur with william' interpretation, although I don't think I'd sue to keep it. As a practical matter, the man's only been on the board for 5 months- what sense does it make for him to turn around and run? surely he hasn't already demonstrated he's not up to the job

Then again that can become apparent in some people within a month! Could it be someone's gunning for the job and wants William to jet based on a technicality?
If it is not right do not do it; if it is not true do not say it. Marcus Aurelius
SheilaJ1 (South Carolina)
Posts: 291
Posted:
That’s what it appears, someone is gunning for the appointed seat and doesn’t want to wait until 2023.

Post the statutes, the state name is not even needed.
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By SheilaJ1 on 01/25/2021 11:43 AM
What makes it a special provision?
I believe statute section E is carving out an exception for homeowners' associations. This is why Section E is a "special provision."

I think the key word in the statute is "notwithstanding." The word "notwithstanding" is often used in statutes to carve out an exception.
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By SheliaH on 01/25/2021 11:36 AM
I would say William's term should end in February 2023 because he was appointed to finish up Sally's term (unless he chooses to resign sooner or gets recalled for whatever reason).

You didn't say whats in sections Q - Z, or their effective dates, not to mention the date the HOAs bylaws went live and that could make a big difference.
Normally I say the bylaws should dictate how the HOA is run unless and until a state specifically says X law will apply to all HOAs regardless of when they were established.

There are all sorts of non-profit organizations that do different things, a one size fit all approach usually doesn't work.
The HOA wants to make sure it is complying with the nonprofit corporation act.
JohnC77 (California)
Posts: 562
Posted:
William fills out the remaining term of Sally.
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By ChrisE8 on 01/25/2021 11:45 AM
I'd need to see the full state statute. Often state statutes do say "here's how things are, unless the bylaws say otherwise", but bylaws couldn't lawfully contradict state law that lacks that kind of "unless the bylaws say otherwise" language.
I believe the key phrases in the statute are "notwithstanding" and "shall be effective if set forth in the bylaws."

I am asking people to make a judgement based only on the assumptions given. Obviously the judgments are only as good as the assumptions. If you cannot make a judgment given the assumptions, no problem.
CathyA3 (Ohio)
Posts: 6,299
Posted:
Unless the bylaws or state law states otherwise, an appointed director is appointed to complete a term that was vacated prior to the election at the end of term. If Sally was elected to a two-year term, then that term ends in late February 2022. William is a director until then. He was not elected to a two year term - he is completing a term of a vacated position.

Part of this is pragmatic. Many bylaws prescribe staggered terms and terms of varying lengths. I think the main purpose of this is to preserve institutional memory - having a board made up entirely of newbies is not in the best interest of the association.

Doing it any other way will also generate chaos and confusion and be harder to manage, and I would hope that bylaws wouldn't permit such a thing.
SheilaJ1 (South Carolina)
Posts: 291
Posted:
Can you post the state law regarding appointments?
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By SheliaH on 01/25/2021 11:49 AM
I also have to concur with william' interpretation, although I don't think I'd sue to keep it. As a practical matter, the man's only been on the board for 5 months- what sense does it make for him to turn around and run? surely he hasn't already demonstrated he's not up to the job

Then again that can become apparent in some people within a month! Could it be someone's gunning for the job and wants William to jet based on a technicality?
-- Some want William gone. From what I know, I think he's capable enough. But you know how these things go. Politics. Uninformed Owners. Some uninformed directors. Like most HOAs, I'd say.

-- William does not feel this is a technicality.

-- Thank you for sharing your interpretation of the nonprofit corporation statute. Your interpretation is my own. But I wanted people to double check my thoughts. I never liked the word "notwithstanding" but am getting comfortable with it. Also I am not wild about the last phrase "shall be effective if set forth in the bylaws." On the other hand, from googling on the use of the word "notwithstanding" in statutes, I see it is commonly used in statutes to carve out exceptions. In this case, I think the authors of Section E did not want to override a HOA's current Bylaws on certain matters.

-- JohnC77, thank you as well for your interpretation.
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By SheilaJ1 on 01/25/2021 12:04 PM
Can you post the state law regarding appointments?
You mean Section W? I posted it in my first post. Else the state statute says what I believe is usual: When a director's seat becomes vacant, the board may appoint a director to fill the seat.

The Bylaws say the same.
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By CathyA3 on 01/25/2021 11:59 AM
Unless the bylaws or state law states otherwise, an appointed director is appointed to complete a term that was vacated prior to the election at the end of term. If Sally was elected to a two-year term, then that term ends in late February 2022. William is a director until then. He was not elected to a two year term - he is completing a term of a vacated position.

Part of this is pragmatic. Many bylaws prescribe staggered terms and terms of varying lengths. I think the main purpose of this is to preserve institutional memory - having a board made up entirely of newbies is not in the best interest of the association.

Doing it any other way will also generate chaos and confusion and be harder to manage, and I would hope that bylaws wouldn't permit such a thing.
Thank you. These thoughts are my own. I think your reasoning helps explain why the nonprofit corporation act's Section E (the "notwithstanding" section) exists.
SheilaJ1 (South Carolina)
Posts: 291
Posted:
You posted special provisions.

Please post the state law that says stuff about elections, appointments etc
DouglasK1 (Florida)
Posts: 2,046
Posted:
Quote:
Posted By AugustinD on 01/25/2021 10:24 AM

-- The HOA's Bylaws state that the term of a director appointed by the board to fill a vacancy shall be the same as the term of the director who resigned.

This seems pretty clear to me. William should serve until Sally's term would have ended, putting the seat up for vote in the next election violates the bylaws.
Escaped former treasurer and director of a self managed association.
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By SheilaJ1 on 01/25/2021 12:11 PM
You posted special provisions.
No, I posted a section that uses the phrase "special provisions for homeowners' associations."
Quote:
Please post the state law that says stuff about elections, appointments etc
No can do. I am protecting William's privacy.

I am aware the answers here are only as good as the assumptions I asked people to make. Thx for the input.
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By DouglasK1 on 01/25/2021 12:11 PM
Posted By AugustinD on 01/25/2021 10:24 AM

-- The HOA's Bylaws state that the term of a director appointed by the board to fill a vacancy shall be the same as the term of the director who resigned.


This seems pretty clear to me. William should serve until Sally's term would have ended, putting the seat up for vote in the next election violates the bylaws.
Please confirm: Did you read the excerpts from the nonprofit corporation act that I posted?

Thank you for your input.
ChrisE8
Posts: 454
Posted:
I can't give an informed view based only on what's been posted.

In general, though, doing something that runs the risk of a board seat being potentially unlawfully held is not a good ideal.
SheilaJ1 (South Carolina)
Posts: 291
Posted:
Quote:
Posted By SheilaJ1 on 01/25/2021 12:11 PM
You posted special provisions.

Please post the state law that says stuff about elections, appointments etc

Ignore this, I see it.

State law says at the next meeting but bylaws say otherwise. State law says that law is excluded if set forth in the bylaws.

Does the bylaws state which takes precedence?
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By SheilaJ1 on 01/25/2021 12:15 PM
State law says at the next meeting but bylaws say otherwise. State law says that law is excluded if set forth in the bylaws.
-- I think state law Section E says state law Section W is to be ignored unless Section W is in the bylaws.

-- Per my first post, neither Section W, nor any wording resembling Section W, is in the bylaws.

-- Instead, the Bylaws say that "the term of a director appointed by the board to fill a vacancy shall be the same as the term of the director who resigned." (All: Please assume the Bylaws state that death of a director is equivalent to a resignation of this director.)

Quote:
Posted By SheilaJ1 on 01/25/2021 12:15 PM
Does the bylaws state which takes precedence?
-- The state's case law says that, when there is a conflict between the statutes and a HOA's Declaration, the statutes prevail.

-- The Declaration has words to the effect that there shall be Bylaws for the purpose of elections et cetera.

-- The HOA's Declaration states that, if there is a conflict between the Declaration and the Bylaws, the Declaration prevails.

-- I do not see a conflict here, but I want to check whether others perhaps do. As I noted, two of the phrases in the statute are awkward-sounding for me.
SheilaJ1 (South Carolina)
Posts: 291
Posted:
What does it say when there is a conflict between the bylaws and state statute? I would say state statute prevails right?

Are you saying the bylaw is not in conflict because section W (which deals with terms) is not in conflict because section W is excluded?

AugustinD
Posts: 5,144
Posted:
Quote:
Posted By SheilaJ1 on 01/25/2021 12:40 PM
What does it say when there is a conflict between the bylaws and state statute? I would say state statute prevails right?
Please assume state statute prevails // if there is a conflict.//
Quote:
Are you saying the bylaw is not in conflict because section W (which deals with terms) is not in conflict because section W is excluded?
Yes, this is my interpretation.
SheilaJ1 (South Carolina)
Posts: 291
Posted:
Quote:
Posted By AugustinD on 01/25/2021 12:45 PM
Posted By SheilaJ1 on 01/25/2021 12:40 PM
What does it say when there is a conflict between the bylaws and state statute? I would say state statute prevails right?
Please assume state statute prevails // if there is a conflict.//
Quote:
Are you saying the bylaw is not in conflict because section W (which deals with terms) is not in conflict because section W is excluded?
Yes, this is my interpretation.

The bylaw does not come under any exclusion because the wording is not exactly alike therefore that bylaw can be compared against the state statute. A court would not even bother about exclusion then every corporation can claim their bylaws come under a special provision.

Does a conflict exist? Yes. Then State law prevails.

However would a court put that particular bylaw under an exclusion, I think not. Some case law is needed here.
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By SheilaJ1 on 01/25/2021 12:55 PM
The bylaw does not come under any exclusion because the wording is not exactly alike therefore that bylaw can be compared against the state statute.
For homeowners' associations, by my reading, what the statute is "excluding" is section W.
JohnC77 (California)
Posts: 562
Posted:
Notwithstanding means they defers to the HOA Bylaws which state they finish the three year term.
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By JohnC77 on 01/25/2021 1:08 PM
Notwithstanding means they defers to the HOA Bylaws which state they finish the three year term.
Thank you.
CathyA3 (Ohio)
Posts: 6,299
Posted:
I think part of the difficulty is that William apparently feels he is entitled to a full-length term. If he'd been elected at the annual meeting, that's exactly what he would have. Even then he isn't entitled to anything since he serves at the pleasure of the owners who elected him and may be removed with or without cause (assuming his community's bylaws are typical). Appointed directors are appointed to complete a term that's already in progress, which by definition would not be a full-length one.

Directors need to embrace the notion that they are there to serve, not to be served. They serve the needs of the community, not the other way around. (That's ma story an' I'm stickin' wit' it.)
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By CathyA3 on 01/25/2021 1:38 PM
I think part of the difficulty is that William apparently feels he is entitled to a full-length term.
The Board is trying to make a decision that complies with the nonprofit corporation act and the Bylaws. William is a bit more confident in his understanding of the nonprofit corporation act compared to the Board. The Board knows that it has the power to remove William (since William is an appointee). The Board does not wish to remove William. But the Board also wants to justify not having William run at the 2021 annual meeting's election.
SheilaJ1 (South Carolina)
Posts: 291
Posted:
Quote:
Posted By JohnC77 on 01/25/2021 1:08 PM
Notwithstanding means they defers to the HOA Bylaws which state they finish the three year term.

Notwithstanding doesn't defer to bylaws, it can also defer to other or older statutes. That doesn't mean you disregard the state statute. It does not mean bylaws supersede state law or that state law is no longer applicable.

Since that particular statute is unclear, I think it's not relevant. I think the association is subject to the state statute. I don't think a court will try to determine if there is a conflict or not, or that the bylaw comes under a special provision, it will simply determine if the state statute was satisfied. In this scenario Augustin has posted, the association has not satisfied the state statute.

It may have satisfied the bylaw but not the state statute.

AugustinD
Posts: 5,144
Posted:
Quote:
Posted By SheilaJ1 on 01/25/2021 1:54 PM
Notwithstanding doesn't defer to bylaws, it can also defer to other or older statutes.
Please tell me what phrase or word you think one could use in place of "notwithstanding" in the following sentence, such that the meaning of the sentence is unchanged:

"Notwithstanding the requirements of [nonprofit corporation statute] sections Q, R, U, V, W, X and Z, the provisions set forth in those sections need not be set forth in the articles of incorporation of a homeowners' association and shall be effective if set forth in the bylaws."
JohnC77 (California)
Posts: 562
Posted:
What the hell was I thinking?
JohnC46 (South Carolina)
Posts: 14,265
Posted:
From our Bylaws:

Any director appointed by the Board shall be selected from the Voting Members of the Association and shall serve for the remainder of the term of such director.

SheilaJ1 (South Carolina)
Posts: 291
Posted:
Like I said, the intent of the wording is unclear, was the law trying to defer to older law, the bylaws or some other provision or is it simply saying bylaws need not set forth provisions of Q-Z. It's not relevant to this, that's my opinion, HOA's time and time again have to satisfy all requirements regardless of what it thinks it's excluded from. Meeting notices are one example. Bylaws are pretty laid back on notices but state laws are not. A HOA usually satisfies all requirements.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Quote:
Posted By CathyA3 on 01/25/2021 11:59 AM
Unless the bylaws or state law states otherwise, an appointed director is appointed to complete a term that was vacated prior to the election at the end of term. If Sally was elected to a two-year term, then that term ends in late February 2022. William is a director until then. He was not elected to a two year term - he is completing a term of a vacated position.

Part of this is pragmatic. Many bylaws prescribe staggered terms and terms of varying lengths. I think the main purpose of this is to preserve institutional memory - having a board made up entirely of newbies is not in the best interest of the association.

Doing it any other way will also generate chaos and confusion and be harder to manage, and I would hope that bylaws wouldn't permit such a thing.

Well said.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Quote:
Posted By CathyA3 on 01/25/2021 11:59 AM
Unless the bylaws or state law states otherwise, an appointed director is appointed to complete a term that was vacated prior to the election at the end of term. If Sally was elected to a two-year term, then that term ends in late February 2022. William is a director until then. He was not elected to a two year term - he is completing a term of a vacated position.

Part of this is pragmatic. Many bylaws prescribe staggered terms and terms of varying lengths. I think the main purpose of this is to preserve institutional memory - having a board made up entirely of newbies is not in the best interest of the association.

Doing it any other way will also generate chaos and confusion and be harder to manage, and I would hope that bylaws wouldn't permit such a thing.

Well said.
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By JohnC77 on 01/25/2021 2:00 PM
What the hell was I thinking?
Now now. I think this is a teaching moment.
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By SheilaJ1 on 01/25/2021 2:06 PM
Like I said, the intent of the wording is unclear
Respectfully, I suspect it's unclear to anyone who has not read a lot of statutes that use the word, "notwithstanding."
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Notwithstanding means In Spite Of.

Often, a drafter uses notwithstanding anything [herein] to the contrary to protect a significant provision against a conflicting provision, whichever provision that may be. In many cases, notwithstanding is redundant.
SheilaJ1 (South Carolina)
Posts: 291
Posted:
Quote:
Posted By AugustinD on 01/25/2021 2:11 PM
Posted By SheilaJ1 on 01/25/2021 2:06 PM
Like I said, the intent of the wording is unclear
Respectfully, I suspect it's unclear to anyone who has not read a lot of statutes that use the word, "notwithstanding."

Legislators put this wording in all the time, it simply does not mean other statutes are rendered inapplicable. The wording is just to be one the safe side so a person can't claim that a new law overwrites an old law unless, this is why "repeal" laws are designated "repeal" laws.

From my interpretation, the provision was not meant to make other provisions inapplicable. The sections Q-Z still apply to the HOA.
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By JohnC46 on 01/25/2021 2:05 PM
From our Bylaws: Any director appointed by the Board shall be selected from the Voting Members of the Association and shall serve for the remainder of the term of such director.
And for entertainment, here's what the South Carolina nonprofit corporation act says on this:

===
SECTION 33-31-805. Terms of directors generally.

(a) The articles or bylaws may specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed five years. In the absence of a term specified in the articles or bylaws, the term of each director is one year. Directors may be elected for successive terms.

(b) A decrease in the number of directors or term of office does not shorten an incumbent director's term.

(c) Except as provided in the articles or bylaws:

(1) the term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and

(2) the term of a director filling another vacancy expires at the end of the unexpired term that such director is filling.

(d) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated or appointed, and qualifies, or until there is a decrease in the number of directors.

HISTORY: 1994 Act No. 384, Section 1.
====

Quiz for those studying for the SAT verbal section:

-- There (is, is not) a conflict between JohnC46's HOA's Bylaws and the statute as quoted above, with regard to the terms of directors who are appointed.

-- True or False or Not Applicable: The Bylaws trump the statute in this case.

-- True or False or Not Applicable: The statute trumps the Bylaws in this case.

-- True or False or Not Applicable: The term of Director X, who is appointed due to Director Y resigning from JohnC46's Board, is the remainder of the term of Director Y.

-- In the statute, what does the word "except" mean?

(a) it means that the statute trumps the bylaw

(b) it means that the bylaws trump the statute

(c) it means that, if the bylaws are silent on the term of a director that the board has appointed, then the term of the appointed director expires at the next annual meeting, one instant before the election results are announced

(c) notwithstanding

(d) accept (doh)

-- True or False: The College Board is discarding the verbal SATs, along with literacy in the United States. Each year, low SAT scores stop tens of thousands of able-bodied high school students from being admitted to the college/country club of their choice.

JohnC77 (California)
Posts: 562
Posted:
Quote:
Posted By SheilaJ1 on 01/25/2021 2:26 PM
Posted By AugustinD on 01/25/2021 2:11 PM
Posted By SheilaJ1 on 01/25/2021 2:06 PM
Like I said, the intent of the wording is unclear
Respectfully, I suspect it's unclear to anyone who has not read a lot of statutes that use the word, "notwithstanding."


Legislators put this wording in all the time, it simply does not mean other statutes are rendered inapplicable. The wording is just to be one the safe side so a person can't claim that a new law overwrites an old law unless, this is why "repeal" laws are designated "repeal" laws.

From my interpretation, the provision was not meant to make other provisions inapplicable. The sections Q-Z still apply to the HOA.

And what are the Bylaws for?????
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By SheilaJ1 on 01/25/2021 2:26 PM

Legislators put this wording in all the time, it simply does not mean other statutes are rendered inapplicable.
I take it to mean what it means: That sections Q, R, U, V, W, X and Z are not applicable to nonprofit corporations that are HOAs, unless the Bylaws say otherwise.

I think you should try to answer my question: What word would you use in place of "notwithstanding"?
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By JohnC77 on 01/25/2021 2:27 PM
Posted By SheilaJ1 on 01/25/2021 2:26 PM
Posted By AugustinD on 01/25/2021 2:11 PM
Posted By SheilaJ1 on 01/25/2021 2:06 PM
Like I said, the intent of the wording is unclear
Respectfully, I suspect it's unclear to anyone who has not read a lot of statutes that use the word, "notwithstanding."


Legislators put this wording in all the time, it simply does not mean other statutes are rendered inapplicable. The wording is just to be one the safe side so a person can't claim that a new law overwrites an old law unless, this is why "repeal" laws are designated "repeal" laws.

From my interpretation, the provision was not meant to make other provisions inapplicable. The sections Q-Z still apply to the HOA.


And what are the Bylaws for?????
Fire starters?
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By JohnC46 on 01/25/2021 2:16 PM
Notwithstanding means In Spite Of.
Often, a drafter uses notwithstanding anything [herein] to the contrary to protect a significant provision against a conflicting provision, whichever provision that may be.
I agree "notwithstanding" is used to preserve one thing in favor of another.
Quote:
Posted By JohnC46 on 01/25/2021 2:16 PM
In many cases, notwithstanding is redundant.
Perhaps. But I do not think it is redundant in this case.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Synonyms for notwithstanding:

even so, howbeit, however, nevertheless, nonetheless, still, still and all, though, withal, yet

In a sentence:

Notwithstanding your gross habits, I like you.

Owners will never park in a designated Visitors Parking Spot notwithstanding any other parking rules.

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