Major faux pas

-- One, you are volunteering massive amounts of time. Anyone complaining had better be willing to step up and take your place. Despite my concerns about your board not having open meetings, I realize you are getting things done, and the volunteering you do is no day at the beach.

-- Two, do you want to be President? If not, resign as President, but stay as a director.

-- Three, do you want to be on the Board at all? If not, resign as director as well.

-- Four, announce that the vote on the final decision will happen at an open board meeting, with time for every owner to give input, as required by Arizona statutes.

- Five, the law and covenants require a HOA/COA board to act in the best interests of the HOA/COA corporation. This means that a board should often ignore pushback from owners. Why? Because the typical owner has no grasp of the budgets of associations, the need for reserve funding, liability concerns, et cetera. Further, the typical owner is not willing to step up and pull even her or his share of the weight of running a HOA/COA.

What Augustin said.

Ideally, the board would have given the community a heads up as to what was coming. That might not have stopped the social media posting, but at least people would have had the board's information with which to compare.

At this point, is check this posting to see if there's any information that was left out or misinterpreted altogether - making sure people have complete and accurate information is the goal (ignore the personal attacks). Then have your meeting, present everything and then let people ask their ques. They may still disagree, but many will respect the decision if they can see that you considered all options and made what you thought was the best one for the community.

And from this point on, stop wringing your hands over your position. It's ok if you don't want to be president for other reasons such as the work is taking too much time com your family, but understand that some people will go ballistic over some issues. You can't do this job effectively if you're more concerned about keeping your position as president or even a board membet. Do the job as best you can and let the homeowners decide - that's what they'll do anyway.

Homeowners aren’t always going to like what the board does and board members need to be able to take that criticism and stand by their decisions.

If you are making this decision in good faith, and believe it is in the best interests of the association, the board needs to buck up. You’ll find out at the next election if this is a minor dust up or the thing that gets you voted out.

This is from California Corporation Code §7211(b)

b) An action required or permitted to be taken by the board may be taken without a meeting if all directors individually or collectively consent in writing to that action and if, subject to subdivision (a) of Section 7224, the number of directors then in office constitutes a quorum. The written consent or consents shall be filed with the minutes of the proceedings of the board. The action by written consent shall have the same force and effect as a unanimous vote of the directors. For purposes of this subdivision only, “all directors” does not include an “interested director” as defined in subdivision (a) of Section 5233, insofar as it is made applicable pursuant to Section 7238 or described in subdivision (a) of Section 7233, or a “common director” as described in subdivision (b) of Section 7233 who abstains in writing from providing consent, where (1) the facts described in paragraph (2) or (3) of subdivision (d) of Section 5233 are established or the provisions of paragraph (1) or (2) of subdivision (a) of Section 7233 or in paragraph (1) or (2) of subdivision (b) of Section 7233 are satisfied, as appropriate, at or prior to execution of the written consent or consents; (2) the establishment of those facts or satisfaction of those provisions, as applicable, is included in the written consent or consents executed by the noninterested directors or noncommon directors or in other records of the corporation; and (3) the noninterested directors or noncommon directors, as applicable, approve the action by a vote that is sufficient without counting the votes of the interested directors or common directors.

Below is from a Arizona Bylaw

3.5 Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written consent of all the directors. Any such written consent shall be filed with the minutes of the proceedings of the Board.

Below is from the Arizona Non Profit Corporation Act

10-821. Action by directors without meeting

A. Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by chapters 1 through 17 of this title to be taken at a directors' meeting may be taken without a meeting if the action is taken by all of the directors. The action must be evidenced by one or more consents describing the action taken, which, in the aggregate, must be signed by each director. The consents and signatures may be in writing or by electronic transmission, and the writing or writings or electronic transmission or electronic transmissions must be included in the minutes or filed with the corporate records. The filing must be in a paper format if the minutes are maintained in a paper format and must be in an electronic format if the minutes are maintained in an electronic format.

B. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.

C. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

D. Any director may revoke a consent by delivering a signed revocation of the consent to the president or secretary before the date the last director signs the consent or consents.

The assertion that Henry is holding "secret online meetings" are false, IF the result(s) of the action are included in the minutes of the next meeting.

I had an instance where a board posted the agenda of a meeting where the only item being voted on was the date of the next election. The agenda was posted 4 days prior and the meeting was called to order at 7:30 PM and adjourned at 7:31:30 PM.

California changed its rule because directors were not following the law. If a member asked for the minutes of a meeting they couldn't attend, it should show the same transparency if they requested the minutes to a meeting they didn't attend, but included the action of the meeting held without a meeting.

If people want follow up, you might be interested in this thread. It might have something to do with the current thread.

I can't really share more details, sadly.

https://www.hoatalk.com/Search/ForumSearch/tabid/87/forumid/1/postid/309999/view/topic/Default.aspx

Wait a minute, lady, you accused Henry of holding "secret meetings".

If you bother to read other state Bylaws as to Action Without A Meeting, there is a common thread, which I posted, that the actions must be recorded in the next meeting.

Well, I can't tell what the big mistake or faux pas is, but it seems to have something to do with the trail that goes through a park on HOA land. With such a big chunk of HOA common area involved, which could serve other purposes, it sounds like a topic that deserves a very open discussion in a very open meeting of the Board . and you've said, Henry, that there will be such a meeting.

Since you've written you have no place to meet on your promise, will your board find a suitable location? This might involve more owners since, if like my HOA, not all owners seem to be able to use Zoom?

This sure does sound like a topic that would require more than on open meeting. You mentioned a "path" towards making a board decision. What this path discussed at open meetings of the Board? Can the Board send, as Bill suggests, a letter to all owners explaining what has transpired (In front of them or not) thus far that might counter the "passionate" Facebook account?

Henry

Do not forget, one could gather Proxies that will count toward Quorum. Without Proxies, we would not make Quorum at our Annual Metting.

Quorum? Is this a board meeting, annual meeting official homeowners meeting? I understand needing a quorum of homeowners for an annual meeting of certain special homeowner Mart ngs, such as voting against n amendments to the documents, but if you're talking about a regular board neeting, it's about having a quorum of board members, not homeowners.

Yes, everyone's busy with family, eork, caring for elderly parents and what not, but I learned a long time ago, you'll never be able to pick a great time for everyone. Even board members may have to miss a meeting every now and then because they have a life outside the association and some things are more impoe.

That said, everyone gets 24 upheaval day and have to re ice the best Waggoner it. You said you have open meetings, so if it was important enough for 35 homeowners or whatever to attend, they do it. All the board can do is make the best decisions you can and explain to the homeowners what's going on and why. That's not a faux pas if you keep people informed, so there s sounds like you're afraid of the blowback.

Az Statute section 33-1812
Notwithstanding any provision in the community documents, after
termination of the period of declarant control, votes allocated to a unit may
not be cast pursuant to a proxy. The association shall provide for votes to
be cast in person and by absentee ballot and, in addition, the association
may provide for voting by some other form of delivery, including the use of
e-mail and fax delivery. ...

Henry, our Association sends out to each homeowner, a Board agenda a few days in advance. We do zoom meetings so members of the Association can listen in to any or all of the meeting. There is a line item called homeowner input that they can comment or ask questions. All of our Board meetings and times are listed on our website for the year.

You don't elaborate at all on the decision to be made or the extent to which you requested or provided opportunity for homeowner feedback which might be helpful info to understand to be able to provide better feedback, but here are some thoughts . . .

Unless it's a decision that you absolutely must make ASAP, then simply hold off on making the decision. (If it's not a decision impacting the safety, health, welfare of the HOA or it's members, then you probably don;t need to rush to a decision.) Allow for additional homeowner feedback to be collected and analyzed, and then rethink the decision to be made. Since it's not happened yet, you've got time to actually consider what homeowners have to say and how they feel before making a decision that might have significant/lengthy repercussions.

Maybe you technically don't need to solicit homeowner feedback. Many/most Board decisions wouldn't require that (that's why the Board exists . . . to make decisions on behalf of the rest of the HOA); however, it seems like the topic being decided is of enough importance that folks have become outspoken with their input for one reason or another.

Darn, I can't edit. The idea with asking the county to close the trailhead was to force the county to find funding to relocate the trailhead to an adjacent county owned property. We want the trail to remain open and accessible, just relocated. They refused for a variety of rather silly reasons.

-- What is it the owners want the board to do?

-- Have you explained that the county is the problem, and people should write their county commissioner (not that this would make any difference given the facts here)? Have you proposed fencing the basketball court?

What good ideas from ND & Augustin..

Two things:

1. I think you wrote elsewhere that the trial is used any about 10% of your owners. So they must have loud voices.

2. I believe that if the public has been permitted to use, say, a trail for many years that's on private property, it becomes a public easement or right of way. I'm really reaching waaaaay back. A layer will know and I think your board needs one to protect your HOA's property and to get advice about liability

Ha, hikers "kicking rocks." Good one.