Directors term question

I meant to say we have not had an annual meeting in 2020 and noon the President wants to delay the meeting normally in. March 2021 another year or when covid is no longer an issue.

Thank you so much for your advice. One Co-Owner is threatening legal action since the President is acting outside of the Bylaws and SC State Legislature.

Thanks again.

Thank you for your reply.

The Board President has not called any regular meetings since March 2020 and I know the Co-Owners feel like they are in the dark. I am an Officer of the Board and reminded her of all of the pending items we have from last year and this year as well as the 2021 budget which has never been approved. Three years ago she as Vice-President of the Board followed the bylaws and Robert’s rules of order. Since she has been President, that has not been the case even with the pandemic.

The Building Manager has been paying the bills yet the Vice-President and myself have been trying to force the President to call a regular meeting but she refuses. I believe she has no intention of calling for the annual meeting next month.

How does your HOA deal with the pandemic?

Thank you.

Our bylaws require an annual meeting in the first quarter of the year. We always meet in March.

In 2020, the annual meeting did not take place until September due to covid restrictions and whatnot (the in person meeting was actually a violation of the state's restrictions, but whatever...).

The board has begun meeting via Zoom, as have many boards, even though their existing bylaws don't permit this. Fortunately my state does not require open board meetings and it allows decisions via email if the board is unanimous.

We're planning the annual meeting for March 2021, so we'll be back on track. This means that our newbie board member's first year of service is actually only 6 months long, and the person she replaced served an additional 6 months beyond the official end of that term.

Everybody was punting last year as a result of covid.

Bylaws often call for staggered terms in order to preserve corporate memory and to allow for orderly governance and transitions. In my opinion, this is the greater good, and it should take precedence when boards are forced to punt due to unforeseen circumstances. Courts generally expect board decisions to be "reasonable", and I think your board actually did come up with a fairly simple, quick and orderly way to preserve the staggered terms with minimal confusion. It's possible that there were other ways of doing this, but I don't know that they would have been "better" or faster. As I said, my real issue is with the unilateral decision, and the board could easily have voted and put the decision in the minutes.

PaulaR3, also, practically speaking, you are stuck playing some politics here. This means you have to build an alliance with the other directors, such that a majority agrees on a certain position to take. As needed, this includes a board's vote to remove the person serving as president and appointing, also by board vote, a new president.

Paula

We kept delaying our 2020 Annual Meeting (scheduled for April) and we did not have one. As of now we are not sure when we will have a 2021 meeting but we expect to in the late Fall. We did not go the Zoom route as we felt it was not worth learning for only one meeting. This was our decision and I realize it does not meet everyone's desires.

We have a 5 person BOD. 3 elected one year, 2 elected the next years so two year terms. We notified people we were extending the terms of our present BOD until our next Annual Meeting when we will have an election for all 5 BOD positions. Does not sound much different then what your BOD has done.

At the next Annual Meeting, we will have a vote for all 5 BOD positions. Our 3 highest vote getters will have a two year term. The next 2 highest vote getters will have a one year term so we get back on our 3 and 2 elections. That said, we have never had more people running then open positions. We go begging for people to be on the BOD. I expect the same at the next Annual Meeting. Our BOD meets via telephone. We have not had an issues to vote on so we do not have to address that.

Our attorney said Covid has really thrown a monkey wrench into things and as long as we are fair in our decisions he says the courts will more then likely agree with how we are doing it. We did notify our owners about the no 2020 meeting, the delayed 2021 meeting, and the existing BOD staying in place. Fortunately we do not have nay ankle biters so no one has objected.

My advice to Paula about the owner threatening to sue, is to tell him to bring it on. There are always one or two CCO's in an association. Chief Complaining Officer. Their legal threats are usually 99.99% hollow.

Our annual meeting is week after next at the clubhouse, but it'll be limited to 25% capacity, with social distancing and required mask wearing. Usually only two or three people show uo, besides the board, property manager and security officers (and moi), so I'm not expecting much more this year. Weather may also be a factor, as we've already had some snow and this is the time of year where We might get single digit weather (in fact, that's expected this weekend).

We need 10% of homeowners to attend or turn in proxies to meet quorum and they arrived last month, so I suspect a large number will be turned in. We don't have a phone or Wi-Fi in the clubhouse, so I suppose our president will prepare a summary and post it on the website next month.

Thanks for the info. That’s our answer. I will look into Zoom for the Board.

Thanks for the info on zoom. I was mislead on what it could do. Thanks.

Excellent problem solving, like what the above describes, is just one good reason why I think directors deserve some nominal payment for their work. Maybe the law could be changed to allow such payment, up to say $5000 per year, adjusted for inflation yearly, while directors retain their "volunteer" status under federal law, along with the legal protections for same.

I think even a modest $1,000 a year compensation for directors would result in a flurry of undesirable candidates whose only motivation is the money.

That would be my concern as well. Unfortunately, in some (many?) cases we have to choose between candidates who are motivated by the wrong things and no candidates at all.

Personally I would like to see boards replaced or at least supplemented by licensed professionals of some sort (essentially "receivership lite") who are paid a salary (comparable to a PM's?) but independent from the PM. It's not a perfect solution, but it would solve the problem of selecting your governing body from among people who have no qualifications aside from homeownership and who often don't want the job at all. It would raise the cost of ownership in these communities - perhaps we'd need an exemption for communities below a certain size - but I think it's unrealistic for homeowners to expect professional quality services without paying for them. And that's what we have now.

In another construct, think how effective a qualified volunteer board of non-owners (or percentage) would be in a lot of HOAs ...

More of a professional non-profit approach - retired or older business leaders with tested skills at running organizations.

Enough of these probably exist - and, since they would not be dealing with their own communities, the neutrality of their involvement might increase their effectiveness.

Just a crazy thought ...

How to form them? Set up a non-profit with co-membership of pro bono board membership bodies?

I think this is a pretty darn good idea, with the caveat that I want these retired older business leaders to, I dunno, pass a test on how the covenants and state law necessarily must dictate how a HOA/condo is supposed to be run far more than a Board does.

Actually, I think this would change if you have an independent group from outside of the community who have chosen to do this - especially if there is some performance evaluation along with "licensing" - demonstrated competence required to stay on the job.

You'd eliminate the folks who view board service as a social event rather than a job. You'd eliminate those who'd had their arms twisted to fill a position and who really have no interest in serving. It's easier to take criticism from folks you don't live with. And you don't have to worry about neighborhood feuds erupting because some people don't like how a board member voted.

Hmmm ...

Bylaws would need to be changed to allow non-owner board members (my current community never changed their Bylaws so non owners are OK as board and as officers of the board).

Owners would still vote, but it would be for those who have volunteered to be on the board - in addition to others in the community.

Yep - clearly, since this would be specific to HOAs, those non-owner volunteers would need to be knowledgable - but, I gotta tell ya, this part would be easy assuming reasonable, educated folks are doing this to be helpful. CAI training probably a pre-requisite?

John, they still have to have their actions in writing and signed by all directors.