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MichaelH34 (North Carolina)
Posts: 179
Posted:
NC 22 home Townhome-style HOA that recently lost its president (me) as both pres and board member. I'm still a homeowner and give a s**t about what happens though.

The board has decided to continue without a president until someone steps up and volunteers, which is not likely to happen soon given the reasons I stepped down. A few homeowners acting like spoiled brats and my lack of willingness to put up with them for a volunteer position. There's a lot more to it than just that but no need to go into details here, I think.

My question is how long can a board continue to act without a president? From looking at the state statutes, which are:

NC General Statutes - North Carolina Nonprofit Corporation Act - Chapter_55A
North_Carolina_Planned_Community_Act_Chapter_47F_(2019)

and our bylaws, there's no actual requirement that we have a president or other officers. There's an implication that there will be officers but I can't find any language that says there *must* be officers. Said another way, the bylaws don't include an explicit statement that the regime will *have* officers but IANAL so perhaps that isn't necessary. Our bylaws say this about the officers:

"Officers

Section 1. Designation
The officers of the Regime shall consist of a President, a Secretary, a Treasurer, and such Vice-Presidents, Assistant Secretaries, Assistant Treasurers, and
other officers as the Board may from time to time elect. Except for the President, no officer need be a member of the Board.

Section 2. Election of Officers
The officers of the Association shall be elected annually by the Board of Directors at the first meeting of the Board following each annual meeting of the
members and shall hold office at the pleasure of the Board of Directors and until a successor is elected."

The only language in our bylaws that implies that there *must* be a president is:

"Section 11. Conduct of Meetings
The President shall preside over all meetings of the Board of Directors..."

But realistically, absences happen and I wouldn't expect a board meeting to be canceled just because the president couldn't attend, as long as there was quorum otherwise.

Thoughts/questions?
SteveH35 (Washington)
Posts: 339
Posted:
You don't need a president, or really any officers. That said, the absence of both a president and a secretary could create a gap if those particular officer roles are enumerated in your governing documents to receive formal notice to the association (but likely backstopped by the presence of a management company).

The longer I've served, the more I've come to appreciate the fatal flaw of volunteer governance which is that having officer roles is more confusing than the absence of them. Having Role X makes most people think the person in that role is the only person responsible for certain elements of governance, yet nothing could be further from the truth.
AugustinD
Posts: 3,698
Posted:
My opinion:

You have resigned. Let the remaining Board figure out who takes up whatever responsibilities the bylaws assign to the president, like who presides over meetings and is the point of contact for, say, the manager and HOA attorney. Or the remaining directors can rotate some of these duties.

I am not convinced anything illegal (or terribly illegal) would be happening by not having a president, as long as the board is still maintaining the HOA pursuant to the governing documents.

Else I agree with SteveH35's thoughts.

KellyM3 (North Carolina)
Posts: 2,239
Posted:
Sound advice directly above. When you resign, you relinquish....and should for your mental health.
CathyA3 (Ohio)
Posts: 6,299
Posted:
Usually the bylaws will say something to the effect that the Vice President or Secretary will act if the president can't or won't. There can be instances where the president is absent unexpectedly, so an association has to have the ability to conduct essential business if it happens.

So one of those officers would have the authority to sign contracts and preside at board meetings.

In short, the remaining board members should get themselves sorted out eventually, but it's not the end of the world if ti doesn't happen right away.

(And as a former board president who also resigned, I say that cultivating a willful blindness about board goings on will be very helpful to your peace of mind.)
MichaelH34 (North Carolina)
Posts: 179
Posted:
"let the remaining board..."

Yah, I'm not asking so that I can attempt to direct them. I had a board member reply to my query about the agenda for an upcoming meeting with "do we have any agenda set for the meeting without a president to preside?" and while I'm somewhat confident that particular BM was at least half joking, I'm certain one or two are fine with doing whatever they want to the point of ignoring state statutes on down. They've already started throwing precedent to the wind in minor ways such as not publishing meeting minutes and rubber-stamping landscaping changes. Neither of those are illegal and they both will eventually be resolved within the neighborhood so for the moment not making a big deal about them.

I fully intend to let them do their thing until they either screw up enough to anger the overall neighborhood or, more hopefully, they start taking their roles seriously. If they hit somewhere in the middle, well, that would be fine too. To be clear, I'm not going to throw sand in their gears for no good purpose, nor am I going to be a rule pedant but I'm also not going to go the route of just ignoring what's being done in the neighborhood I have a stake in.

"as long as the board is still maintaining the HOA pursuant to the governing documents"

That's really one of my major concerns and only time will tell.

"When you resign, you relinquish"

I'm certain, based on your writings here, you and AugustinD don't mean to say that I should turn away and completely ignore how the board conducts its business. Do you?

I'm not going to micro-manage (or even manage) them as a homeowner but I *am* going to pay attention and remain involved in my neighborhood. Which is something I wish more homeowners would do.
SteveH35 (Washington)
Posts: 339
Posted:
Quote:
Posted By CathyA3 on 05/18/2022 12:53 PM

In short, the remaining board members should get themselves sorted out eventually, but it's not the end of the world if ti doesn't happen right away.
(And as a former board president who also resigned, I say that cultivating a willful blindness about board goings on will be very helpful to your peace of mind.)

Ah, another perfect time to mention the Volunteer Involvement Survey results second most popular reason for volunteering: ...I'm afraid of what would happen if I did not volunteer" Perhaps by extension, persons who are afraid of what would happen should not resign. I will agree with Augustin and others there.

Does that mean ignoring poor governance? No, BUT those who resign give up their #1 opportunity to create meaningful change. Being part of the "inner circle" is IMMENSELY easier than being an outsider with a rallying cry. I've decided to stay on the "inside" until such time as I think I can live with being on the outside, which, at the rate things are going, is never.

Regards,
Steve
SheliaH (Indiana)
Posts: 6,964
Posted:
Good advice from everyone.

I spent 10 years on my board, doing a variety of things before I burned out and stepped down. Haven't looked back and still attend the annual meeting and occasionally a regular board meeting to keep up with what's going on. One thing I learned was that there are times when YOU may be in the way of people finally stepping up and growing up - as long as you were there to pick up the pieces, they would continue to do what they were doing.

There's a lot of information out there about running effective meetings and setting up an agenda, among other things, so if these people don't know how to do a simple Google search for that stuff, they probably should rethink why they're there. Until then, keep an eye on things because your investment and quality of life is also at stake, but resist the temptation to look back (you'll feel so much better!) Time will tell who's up to the task and who's not.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius
AugustinD
Posts: 3,698
Posted:
Quote:
Posted By MichaelH34 on 05/18/2022 12:59 PM
I'm certain, based on your writings here, you and AugustinD don't mean to say that I should turn away and completely ignore how the board conducts its business. Do you?
When a person wants a board to behave differently, isn't the leading counsel here, and by competent HOA attorneys, not to complain endlessly; not to threaten suit; but to run for the board one's self, preferably with a like-minded group of people?

Yet you walked away not just from the presidency, but also from service as a director.

What happened?

If you do not want to share, okay. But from where I am sitting, I am concerned that quitting and then turning around to criticize or compel such-and-such action from the board, now that you are off it, comes off as kinda sorta maybe a bit of sour grapes for what transpired just before you quit.

If you're still wound up about what happened, I am real sorry.

Time heals?
MaxB4
Posts: 3,513
Posted:
My wife and I both served as presidents of our HOA for a total combined of 5 years of the 7 years we lived there. Not boasting, but we accomplished a lot there in a short period of time. I am doing what I do because of my/our experience in an HOA. It only takes a couple of bad apples along with social media to destroy a community. Then when you have corrupt law firms (not just attorneys) and management company supporting the bad apples, it becomes a no win situation.

I'll never live in a HOA again, no matter what. But to see a poster come off and accuse a board member who did quit as sour grapes is bullshit. My health and that of my wife comes before anything in an HOA.
JohnT38 (South Carolina)
Posts: 1,631
Posted:
Quote:
Posted By AugustinD on 05/18/2022 3:15 PM
Posted By MichaelH34 on 05/18/2022 12:59 PM
I'm certain, based on your writings here, you and AugustinD don't mean to say that I should turn away and completely ignore how the board conducts its business. Do you?
When a person wants a board to behave differently, isn't the leading counsel here, and by competent HOA attorneys, not to complain endlessly; not to threaten suit; but to run for the board one's self, preferably with a like-minded group of people?

Yet you walked away not just from the presidency, but also from service as a director.

What happened?

If you do not want to share, okay. But from where I am sitting, I am concerned that quitting and then turning around to criticize or compel such-and-such action from the board, now that you are off it, comes off as kinda sorta maybe a bit of sour grapes for what transpired just before you quit.

If you're still wound up about what happened, I am real sorry.

Time heals?

If an ex Board member is providing constructive criticism then I am going to have to disagree with you. An ex Board member doesn't give up their rights as a paying member to monitor the Board and voice their concerns where it's warranted. Most of us would agree that apathy is a major issue with HOA's so it makes no sense for anyone to remain silent.
AugustinD
Posts: 3,698
Posted:
Quote:
Posted By JohnT38 on 05/18/2022 4:03 PM
If an ex Board member is providing constructive criticism then I am going to have to disagree with you. An ex Board member doesn't give up their rights as a paying member to monitor the Board and voice their concerns where it's warranted.
Of course any owner, including an ex-President and director, should feel free to be critical of a board; ask it to comply with the covenants; the law and so on.

However my position remains that if a person knows board work is pretty unbearable; yet refuses to serve; and even knows the board has a hard time getting people to serve as directors; then why make it harder for those people who are serving on the board?

Happy to agree to disagree.
AugustinD
Posts: 3,698
Posted:
Quote:
Posted By MaxB4 on 05/18/2022 3:58 PM
But to see a poster come off and accuse a board member who did quit as sour grapes
?

This is not at all what I posted.

Quitting a HOA/COA board is usually completely understandable. From what the OP has said here, I expect the OP had a good reason.
MaxB4
Posts: 3,513
Posted:
Quote:
Posted By AugustinD on 05/18/2022 5:30 PM
Posted By MaxB4 on 05/18/2022 3:58 PM
But to see a poster come off and accuse a board member who did quit as sour grapes
?

This is not at all what I posted.

Quitting a HOA/COA board is usually completely understandable. From what the OP has said here, I expect the OP had a good reason.

It is exactly what you posted.
JohnT38 (South Carolina)
Posts: 1,631
Posted:
Quote:
Posted By AugustinD on 05/18/2022 5:13 PM
Posted By JohnT38 on 05/18/2022 4:03 PM
If an ex Board member is providing constructive criticism then I am going to have to disagree with you. An ex Board member doesn't give up their rights as a paying member to monitor the Board and voice their concerns where it's warranted.
Of course any owner, including an ex-President and director, should feel free to be critical of a board; ask it to comply with the covenants; the law and so on.

However my position remains that if a person knows board work is pretty unbearable; yet refuses to serve; and even knows the board has a hard time getting people to serve as directors; then why make it harder for those people who are serving on the board?

Happy to agree to disagree.

And that we do. We all handle stress and conflict differently and it's presumptuous of you judge anyone that decides to step down. If they can't handle it or they've simply had enough or they feel helpless and need to walk away to protect themselves then so be it. It's even worse to guilt trip them into staying because it's hard to get others to serve. That is not their problem.
KerryL1 (California)
Posts: 14,550
Posted:
MichaelH's approach makes perfect sense to me. He is an owner and has every right to be interested in how his HOA is being governed. If things start going sideways, he has every right to be concerned.

I do agree with others that the officers and ignoring of past practices can be left alone for now. But I also would worry that Board's attitude seems tooooo casual, which can lead to problems whereby the board begins to get sloppy about actual convents or state statute. In my experience serving on 7 boards for two year terms, board get sloppy when the majority are arrogant and think they don't need to bother with covenants and laws. A second way is when the board majority is quite ignorant of the convents and laws.

I didn't seek reelection in late '18 due to an insufferable, abusive board majority and due to 3-months of planned travel abroad during '19. Within 60 days, the new Board voted on a new immense contract including demoing all of our 300 plus balcony surfaces in our 200-unit high rise. It was obvious to me that the contact, which was approved 4-2 in an open session, had not been vetted by our HOA attorney. It required that every balcony surface, had to be replaced even though the majority had no surface issues. The change to balcony surfaces (from ceramic tile to an "alternative traffic coating,"which I called "industrial linoleum") had never been approved in an open meeting, and was a change to a rules & regulations requirement.

This was an example of a Board majority that was both arrogant & ignorant. Two attorneys (from unrelated fields) sat on and ruled this Board. So some other owners & I started our own campaign to overturn this contract and bring our HOA back into compliance with our balcony surface requirements. It took a lot of work and basically campaigning to turn the membership away from the rogue Board. I ran again for the Board in late '19 & won with two others who also were opposed to this stupid wasteful project. Three incumbents who favored the boondoggle were defeated.

The point is that especially in open meeting states, at least some non-director owners need to "pay attention" to avoid what would have been a financial and aesthetic disaster here for my community. They may be a time when action is truly needed and the board simply isn't capable, interested or suffered from m a lack of integrity.
AugustinD
Posts: 3,698
Posted:
MaxB4, all can see my posts. I am happy to agree to disagree with you. If anyone else feels that what MaxB4 claims I posted is a fair characterization of what I posted, then they of course are welcome to post as much.
AugustinD
Posts: 3,698
Posted:
Quote:
Posted By JohnT38 on 05/18/2022 5:37 PM
And that we do. We all handle stress and conflict differently and it's presumptuous of you judge anyone that decides to step down.
It's not the stepping down that I judge, and you know it.
JohnT38 (South Carolina)
Posts: 1,631
Posted:
Quote:
Posted By AugustinD on 05/18/2022 5:47 PM
Posted By JohnT38 on 05/18/2022 5:37 PM
And that we do. We all handle stress and conflict differently and it's presumptuous of you judge anyone that decides to step down.
It's not the stepping down that I judge, and you know it.

No I do not but I'll give you the benefit of the doubt. Let's look at what you wrote:

"Of course any owner, including an ex-President and director, should feel free to be critical of a board; ask it to comply with the covenants; the law and so on.

However my position remains that if a person knows board work is pretty unbearable; yet refuses to serve; and even knows the board has a hard time getting people to serve as directors; then why make it harder for those people who are serving on the board?"

The first sentence mentions an ex-president and director. The "However" that begins the second paragraph means that the rest of this paragraph is directed towards the same person and the part in bold is what I object to. If this is not what you meant than I apologize. If it is what you meant than I stand by every word I said.

AugustinD
Posts: 3,698
Posted:
JohnT38, I am not sure to what you are objecting. Having a conversation on an internet forum like this is not easy. I think you're maybe sitting there trying to pigeon-hole me, all when circumstances from one HOA to another vary a great deal? I am making a similar mistake trying to cover all possibilities? Some of my views:

-- As I hope I already indicated, politely expressed, constructive criticism and politely expressed requests of boards is something any owner at any HOA should feel free to do.

-- I am in the camp that believes there are many HOAs where getting people to serve is difficult.* I do object to people being hard on the boards of such HOAs without being willing to step up and serve themselves. I also think that, if no one else is willing to be on the board, that owners should be darned generous with the Board, as long as the Board is pretty much maintaining the HOA/COA. After all, if the directors in a highly apathetic HOA quit, and as noted, no one else will serve on the Board, the HOA faces receivership, with all of receivership's financial perils.

-- This forum has seen a few directors who indicate no one else is willing to do the work. If one is to be at all intellectually honest, then I think one has to cut such directors a lot of slack when it comes to the covenants and law. Why? For the aforementioned reasons. I will try to answer the questions of such directors and presidents, about what the covenants and law / say / they should do. But if they just do not have the time to attend to the covenants and law perfectly, and are making a real effort to be reasonable and fair, then I understand. It's the "This Board of volunteers is doing the best it can" defense. Fpr what my puny opinion is woth, I think it's a valid defense.

-- The OP in subsequent posts says he is not interested in nitpicking. He had the intelligence to ask here, in so many words, if the lack of a president or agenda was something that ought to be pursued. I credit him for asking instead of just going forward with his own thoughts on this.

* I do not know if this is the case with the OP.
MichaelH34 (North Carolina)
Posts: 179
Posted:
Lord, I go away for a few hours.

Please be polite to each other.

I'm going to be traveling for a few days so replies will be delayed but I will respond.

Thank you for the thoughtful replies.
ND (PA)
Posts: 792
Posted:
In reference to the OP and initial questions, I have the following thoughts . . .

I believe we have a case of the usual confusion over contractual terms of "shall", "will", "must", "may", etc. and the various interpretations and ambiguities that some of them bring.

The use of the term "shall" in your documents, to me at least, might likely indicates a duty to carry out the thing(s) stated and is synonymous with MUST.

Reading it with that interpretation, I believe your docs indicate that you must have Officers, they must be elected annually by the Board, and there must be a President who presides over meetings of the Board. Further, since you must have a President, then the remaining officers must elect/select a new one in your absence, and there is probably a section of your bylaws that deals with vacancies and how they must be filled.
MichaelH34 (North Carolina)
Posts: 179
Posted:
I'll try to get to all the questions but if I miss something or there's something else you want to ask, please do...

ND, yeah it's the "depends on the interpretation" nature of these documents that's frustrating at times. I don't expect this particular question to ever end up in a courtroom but my understanding that's where a lot of these questions get decided when parties can't come to an agreement on meaning.

AugustinD, It's been relatively easy to get people to occupy needed positions. The hard part is the deeper meaning of "serve" in that we have difficulty getting people to put the effort in to get work done. We've had board members that drag their feet on time-sensitive tasks and get upset when someone else has to take them over. We actually had a newly-minted committee head say that he wouldn't have time to do 90% of what we needed from a head until he moved here full-time, 18 months in the future. And then there's the laundry list of childish behavior that most people here have probably experienced and when taken in the aggregate, makes it all too much to deal with in a volunteer position.

Regarding boards that are doing the best they can, I generally agree with you. People should be given the opportunity to do their best and given help where they are falling down and one knows how to help them, or just genuinely wants to try. Where I'll diverge from that path is when they're making decisions that will be harmful to the neighborhood in the future. Be that now, in 6 months or 6 years. We have a case where if they don't take a specific action, we'll lose our insurance in November. So far, no movement at all. I'm taking a wait and see approach for things now but as time passes that's going to have to be a "poke and prod" approach if there's still no movement.

Nitpicking. If you mean me nitpicking the current board, that's right. I'm not going to tear apart every word and deed and expect them to do things as I would have done. There's plenty of room for individual expression on a board. I *am* going to expect that they be as transparent as the previous board in keeping homeowners informed on the decisions make and why, especially where dues increases are concerned.

"Yet you walked away not just from the presidency, but also from service as a director..."

I did because I ran out of energy in dealing with people shouting at me, lying about me and lying to me. A more complete rundown of the straws that broke my back runs to 1600 words and counting so I'm not going to paste it here.

KerryL1, What you describe is one source of concern for me. I've already seen a willingness to ignore the statutes and covenants in small ways and had board members express opinions about how things work which are completely backwards. For example, the opinion that we would report to a management company rather than the management company working for the board.

MaxB4
Posts: 3,513
Posted:
Michael

I feel for you. Both my wife and I were presidents of the one association we lived in. We had corrupt legal counsel and corrupt management working hand in hand. I could post a 3200 word expose of the nonsense that went on there. In 2015, my wife and I decided to move out of HOA's and never return. We knew how HOA's should operate, but you can't change from the inside, so I opened a management company to make the changes from the outside. I know California HOA law backwards and forward and I will tell prospective HOA's how I propose to manage and I fly straight. If they can't agree to those terms I will not take them on. If, down the road they didn't not to follow the law, I will resign and I have done that on a couple of occasions.

No two HOA's are alike. I don't people here really understand how managed HOA's work. Some have just been self managed and don't know the other side of management. Unfortunately, the level of commitment by board members is sad. I understand it's a volunteer position, but someone has to step up and make decisions. There is only so much a management company can legally do. I have had presidents resign and it took time trying to get a replacement. No one wants the responsibility of being an officer.

I have already knew management companies work for associations through their elected BOD, but what happens when a BOD does nothing and things have to get done because we also answer to the homeowners who make up the association.

Best of luck to you.
NormanK2 (Florida)
Posts: 39
Posted:
Sadly an HOA is today turning to mostly EVIL, our Park is Great when the President and most of the board is back up North where they should stay. So for 8 mos. out of the YR we have a great Park. but its to bad parks couldn't get along without an Evil HOA,, my way or the highway people.

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