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DeeM6 (Florida)
Posts: 3

Posted:

Hello and thank you for allowing me to participate in this forum. We are not an HOA, but the current board tried to operate itself as such. Our board is PRRA( Pine Run Residents Association) and according to our charter, we were established to " promote the welfare of all residents". We have an election coming up in April,nominations are underway. I was appointed by the current board to the Nominating Committee along with 4 others. I am the Chair of this committee. We are the 2nd Nomination Committee to be appointed as the 1st Nom Comm collectively quit after experiencing continual interference and harassment from board members. It is my understanding that once appointed, there is to be no interactions between th e board and the Nom Comm. We are experiencing constant interference and bullying from the board President. This sitting officer has self nominated for office of president for this year. We, as a committee have vetted all nominees; all were vetted and deemed eligible to run except for the sitting president.When notified of his ineligibility, he became irate and has been using bullying tactics to try and circumvent this committee. He said that he and the board have now ' dismissed" ud and demanded the ballot box and keys from me. I refused and he called the sheriff and stated that I stole the ballot box( which only contains nominee intent slips as our election is not until April) We, as a committee our carrying on our duties as we were tasked to do. Are we doing our due diligence? Thank you

CathyA3 (Ohio)
Posts: 6,299

Posted:

You certainly sound like an HOA.

Do you have covenants, conditions and restrictions (CC&Rs) attached to the deed on your home? You should have received a copy of these when you bought. If not, they should be public information and available from your county recorder (if there is a website, you may be able to find them online).

FWIW: I don't know what your bylaws say, but mine require at least one board member to participate in any HOA/COA committee. Committee members serve at the pleasure of the board and may be removed with or without cause. More to the point, committees have no independent authority of their own - the only exception I've heard of is an architectural committee in a few communities. In my experience, too many committees can try to go outside of their lanes, forcing board members to rein them back in. Then the committee members get all butt hurt over it, when in fact they were the ones out of line.

Also note: in Florida, I believe that nominating committees are not allowed in condo communities. There were good reasons for them to be made illegal, including the stranglehold some committees can have on the election process and the fact that they aren't necessary if your bylaws allow nominations from the floor. Also in my experience, nominating committees are pretty useless when they aren't actively disruptive - at our attorney's suggestion the three board members form our nominating committee, with individual board members stepping down if they're running for re-election.

PatJ1 (North Carolina)
Posts: 568

Posted:

You state you are not an HOA. You may be set up as a Neighborhood Association or Neighborhood Coalition. Are there governing documents attached to your deeds? Are your dues mandatory or voluntary? What services/maintenance is your association required to provide to your community?

AugustinD
Posts: 3,698

Posted:

I think I found the governing documents for this association on the net. This association is a non-profit corporation. It is a 55+ community. I am not sure why the Florida HOA Act (FS 720) would not apply.

-- The Bylaws are not entirely clear about who elects directors and who elects officers. DeeM6, do you have a copy of the Articles of Incorporation? Please quote what the Articles of Incorporation say about elections.

-- DeeM6, why do you say the President is not eligible?

-- The Board can override the nominating committee at any time. Short explanation of why: The Board is free do remove committee members at any time.

-- DeeM6, do you understand that there is a difference between an officer and a director? One has to read the governing documents (bylaws, declaration, articles of incorporation) with this in mind.

-- DeeM6, be aware that, since your association is subject to the Florida Nonprofit Corporation statute, then the following from the statute is applicable:

Section 617.0842
A board of directors may remove any officer at any time with or without cause. Any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.

If a majority of the directors (to be distinguished from officers) want the President gone, all the directors have to do is vote to remove the President.

DeeM6 (Florida)
Posts: 3

Posted:

According to the original bylaws, anyone placed onto the board must be a resident homeowner. Our president that is seeking reelection is not on the deed,the deed is his wife's name only. In the recent past, the board has stated that this bylaw was changed to say " resident homeowner or spouse or surviving spouse of deeded homeowner". However, we cannot find any paper trail to back that up or if it was put to a membership vote.Yes, I do understand the difference between an officer and a director,however, they elect officers, not directors here, which I have not encountered before. In my previous community, we elected directors and then those directors elected their own officers

AugustinD
Posts: 3,698

Posted:

Quote:

Posted By DeeM6 on 02/27/2022 1:05 PM
According to the original bylaws, anyone placed onto the board must be a resident homeowner. Our president that is seeking reelection is not on the deed,the deed is his wife's name only. In the recent past, the board has stated that this bylaw was changed to say " resident homeowner or spouse or surviving spouse of deeded homeowner". However, we cannot find any paper trail to back that up or if it was put to a membership vote.

Florida law may say that Florida community property marital law yada says the spouse is an owner. I am not sure disqualifying this person is appropriate.

Quote:
Posted By DeeM6 on 02/27/2022 1:05 PM

Yes, I do understand the difference between an officer and a director,however, they elect officers, not directors here, which I have not encountered before. In my previous community, we elected directors and then those directors elected their own officers
If your HOA is a non profit corporation (and I think it is), then per the Florida Nonprofit Corporation Act:

617.0801 Duties of board of directors.—All corporate powers must be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.

617.0841 Duties of officers.—Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of any officer authorized by the bylaws or the board of directors to prescribe the duties of other officers.

I advise you to post back with what the Articles of Incorporation say about directors and officers.

Your association is old, circa 1980s I believe. Hence things are not organized in the manner to which folks here are accustomed. You have to do some homework and likely, persuade any interested parties 'running the show there' (officers or directors) to hire an attorney to answer questions.

AugustinD
Posts: 3,698

Posted:

Quote:

Posted By DeeM6 on 02/27/2022 1:05 PM
According to the original bylaws, anyone placed onto the board must be a resident homeowner. [snip] Yes, I do understand the difference between an officer and a director,however, they elect officers, not directors here, which I have not encountered before. In my previous community, we elected directors and then those directors elected their own officers

If a person is placed on the board, then the person is not an officer but a director.

Someone's gotta straighten out what is supposed to be happening. For this older Association, I do think answers might lie in the Articles of Incorporation.

CathyA3 (Ohio)
Posts: 6,299

Posted:

Quote:

Posted By AugustinD on 02/27/2022 1:19 PM
Posted By DeeM6 on 02/27/2022 1:05 PM
According to the original bylaws, anyone placed onto the board must be a resident homeowner. [snip] Yes, I do understand the difference between an officer and a director,however, they elect officers, not directors here, which I have not encountered before. In my previous community, we elected directors and then those directors elected their own officers

I agree that someone needs to straighten things out, but that someone is not a nominating committee (this is an example of what I meant by committees not staying in their lanes).

The association attorney would be an obvious person to ask, but again committee members who are not directors can't really consult with the attorney - that would be a job for the board.

FWIW, in my state/community, anyone who is legally married to the person whose name is on the deed is considered an owner.

AugustinD
Posts: 3,698

Posted:

From what I think is this association's bylaws:

Article Five: Officers

Section One -- Officers
The officers of the corporation shall be a president, two (2) Vice Presidents, corresponding secretary, recording secretary, treasurer and assistant treasurer, in addition two (2) directors from each of the four phases, and all in-resident. ...

Section Two -- Election and Term of Office

The officers of the Corporation shall be elected for a one year term at a special meeting [of the membership] designated by the board of directors [on] the Tuesday prior to the General Meeting held on the second Thursday in the month of April.

Article Six: Board of Directors

Section One -- General Powers
The affairs of this corporation shall be managed by its Board of Directors. ...

Section Two-Number, Tenure and Qualifications
The Board of Directors shall be a maximum of fifteen (15); the President, Vice Presidents (2), Treasurers (2), Secretaries (2) and two (2) Directors from each of the four (4) phases. All will be voting members of the Board. Each phase director will serve a term of two (2) years. Directors must be members of the Corporation...

I was careful with the punctuation. I think I got everything right above. It is what it is.

My conclusions:

-- Yes, at this association, all officers are also directors.

-- Yes, you read it right: All directors are also officers, even if the directors are not titled President, VP, Secretary et cetera.

-- Yes, at this association, both the officers and the phase directors are elected by the owners.

-- Someone could be both President and a Phase director? I do not see why not. Given the different terms, someone had better be maintaining an organization chart.

KerryL1 (California)
Posts: 14,550

Posted:

I need to see an exact quote from your bylaws or other governing document detailing how directors are elected and how officers are selected no matter how murky. Thanks.

AugustinD
Posts: 3,698

Posted:

Quote:

I see the (properly or improperly amended) bylaws on the net. They say what DeeM6 indicates above.

DeeM6, how long has this Association been working from the Bylaws at the web site (dated January 8, 1998)? If it's been a long time, then case law leans strongly towards these being the official bylaws, simply because these are what have been used for years and no one objected to using them. This would be so even if there were never a lawful vote to pass the amendment to the Bylaws.

Are the 1998 Bylaws recorded with the county clerk?

What is the date on any Bylaws that are recorded with the County Clerk?

This is prep for a meeting with an attorney, if the board is open to this. Like CathyA3 posted, it is not for the Nominating Committee to tarry over. If anyone on the Nominating Committee wants to hear what an attorney thinks, yet the Board won't hire an attorney, then resignation from the Committee is an option.

AugustinD
Posts: 3,698

Posted:

Quote:

Posted By KerryL1 on 02/27/2022 2:15 PM
I need to see an exact quote from your bylaws or other governing document detailing how directors are elected and how officers are selected no matter how murky.

See attachment (bylaws with identifying info redacted).

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📄122752771771.pdf(991 KB)

📄122752795154.pdf(1021 KB)

AugustinD
Posts: 3,698

Posted:

Pages 3 and 4 of 1998 Bylaws

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📄122753429671.pdf(1.3 MB)

📄122753431154.pdf(1.1 MB)

AugustinD
Posts: 3,698

Posted:

Pages 5 and 6 of 1998 Bylaws

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📄1227535234358.pdf(1.1 MB)

📄1227535234329.pdf(806 KB)

DeeM6 (Florida)
Posts: 3

Posted:

We are not trying to " tarry" over anything, we, as many residents, are confused by many things here. The board uses the bylaws as weapons to terrorize and intimidate residents. They only follow the bylaws as it suits them. I was only wanting clarity on how to make sense of this mess.

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