Petition for Special Meeting?

draft.....i don't know...how to petition a special meeting to force them to recognize myself and the several others?

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Petition for Special Meeting of Rivernest HOA
The undersigned Members hereby petition for a Special Membership Meeting for the purpose of bringing awareness to our Membership that three Directors are currently violating our Bylaws regarding Board participation, and if need, vote to remove said Directors that refuse to follow our Bylaws.

Our Bylaws section 4.1 states:
Section 4.1. Number and Qualification. The HOA Property, business and
affairs of the Corporation shall be governed and managed by a Board of Directors
composed of at least three (3) persons, who need not be Members of the Corporation.

There is no mechanism to permit exclusion of duly nominated and elected Members to volunteer for our HOA’s Board, yet 3 of our Board are refusing to recognize two of our Members that were nominated and received votes. Additionally, our HOA’s entire history has operated with many more Directors than just three, some years there’s even been 10. There is no precedence nor allowance to exclude duly nominated and elected Members to serve on our Board.

Please join fellow Members of our 21-home HOA in reminding our HOA that this behavior is not only improper and violates our Bylaws, but also uncharacteristic of the tone and culture of our HOA.

signatures.....
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Adam, you do not need more than 3 directors for a 21 home HOA.

What is/are the underlying issues regarding the existing members of the board?

This isn't a question about what is an ideal number. This is a question about the clear Bylaws "at least three" vs the declaration that there shall only be three.

Regardless of underlying issues, we are looking for advice on this 'restriction' declaration.

Historically, there's been 5 to 7 homeowners on the Board, just helping out. Now suddenly they've restricted down to three, claiming they are allowed to, once we have started questioning.

there's a core small group of owners that have made it a point to exclude new and/or anyone that doesn't agree with them. As we speak, they are planning to drain the reserves on landscaping, something only they want. They want to increase dues to pay for an expensive management company, they want to harass and control to the extreme all ACC requests, among many other 'gripes'.

Adam

You have some deeper issues here than the number of members of the Board.

Based on the language you posted, your board must consist of 3 members but may consist of more than that.

I am of the opinion the "planned agenda" should have been ruled out of order in the Annual Meeting when the discussion began unless 100% of the members of the association were present in person. Typically, Annual Meeting agendas may not be changed once sent to the owners as an owner not present or who may have submitted a proxy would not have an opportunity to hear a discussion and vote on an item added to a previously published agenda.

I am also of the opinion you should focus your efforts on recalling the existing members of the Board and replacing them with other owners. That statement could be the title of your petition: A petition to recall Directors Tom, Dick, and Harry from the Board of Directors of the ABC Homeowners Association and replace the recalled directors with owners Rhonda, Jane, and Amber--or words to that effect.

Max

You are correct. Language stating the Board will consist of at least 3 but not more than 5 directors is far more precise and eliminates the questions.

That's pretty much my point. The Bylaws only says "at least three" and that's it. No other clauses or mechanisms to grant authority to the board or a rogue element to bully and declare only three.

Agreed, but one could argue this exact same thing.... "at least 3 but not more than 5" --> so then the board/roguegroup declares it to be 3....

That's the point I'm discussing....what to call a Special Meeting about?

Agreed, the agenda should have been stuck to, but we were surprised and bullied by this rogue element. If I was more political and prepared for conspiracy, it would have been shut down on parliamentary procedure, but you know, the heat of the moment.

So just a vote to recall? Not to simply bring awareness to the rest of the street that there's two other duly nominated Directors that the 3 rogues are refusing to recognize as peers?

I have worked for HOA attorneys and know how documents and language is interpreted. Your at least 3 means, not one, not two, at least three. I don't know where anyone is reading a number higher than three.

BillH10,

The minimum number of Directors stated in Bylaws of any HOA is three. That is the bare minimum. For three, the minimum quorum is two. In Adams documents, there is no mechanism to go higher, which the Bylaws state there needs to be an amendment. Again, based on experience, three is the limit unless the Bylaws are amended.

As you stated, why do you need more than three for a 21 unit complex. Hell, why not all 21 be board members, then you will not need annual meeting, nuts board meetings.

Max, I've asked you several times now how/why you are set on exactly three with no allowance for more, when the documents say with no uncertainty "at least three". This means there can be more. How/why are you deciding exactly three? If 5 people are nominated and receive votes (acclimation), there is no language to permit excluding two of them.

Also, I'm not sure why you are still hung up on amendment issue. As stated several times, the Bylaws have been amended and now currently read "at least three"

I second Max.

Adam, apparently there is no language regarding having more than three directors in your documents or how, administratively, to get there.

Just because five people ran for a seat on the board does not automatically confer a seat to all five unless there were five vacancies.

A paragraph or two is missing which would provide language stating something along the lines of "A a majority of the Board of Directors may increase the number of directors which may be seated at any time from three to five."

This would likely be followed by language addressing how the two new directors are to be elected, the length of their terms, etc.

That language is not present in anything you have quoted or referred to.

Didn’t you have another conversation about this “exactly three” vs. “at least three” board members before? I recall saying that I thought the documents require at least three, but there could be more. The problem is, as Max noted, your documents don’t specify who decides how many more to have.

Bill is also correct in noting you have bigger problem than these documents – if I’m reading your question correctly, there was a time when there were 5 to 7 people on the board “just helping out” (whatever that means – did they ever vote on anything?) and now you have a group saying there should only be three (specifically them).

Now you want a petition to fix this but can’t figure out what it should say. Seems to me if there are a group of owners who feel like you do, all of you should be sitting down and discussing what the petition should say. If none of you can figure it out, take a look at this link for some ideas on how to approach it: https://www.resourcecentre.org.uk/information/organising-a-petition/

Maybe the problem is you can't figure out what you want to do at this meeting. Special homeowner meetings usually deal with one issue, so, do you want a meeting to (1) discuss this portion of the bylaws and perhaps vote to have the association attorney draft a revision homeowners can review and vote on adopting it or (2) recall the current board and vote in new members (preferably those who will then spearhead working with the attorney to clean up the bylaws).

If #2 is what you want, note you'll have to go with three board members - your documents are at least clear on that point. If you want to keep arguing "at least three" vs. "no more than three", the only way that might get settled is to file a lawsuit, which takes money and far more time than what you may want to spend.

Personally, I’d petition for a meeting to discuss a recall because it appears as long as you have the current group, nothing will happen. If you can get rid of them, they can work with the attorney and schedule another special meeting to discuss and vote on the revisions. After that, the board could appoint however many additional owners needed – I agree with Bill that a board of 3-5 people should be sufficient for a 21 unit community. You could hold yet another election to vote in the rest, but I think board appointments would be faster, especially since the year’s half over and I suspect your board (whoever they are) will need to start working on next year’s budget. And then you’ll have something else to argue about.

Can you help me understand how you are squaring the term "at least three" to mean "no procedure to have more than 3 Directors"? The words seem quite clear. at least three means at least three. What happens if four ppl are nominated?

Yes, that was a previous discussion. The Articles say "exactly 3, but may be changed by amending the Bylaws." and the Bylaws says "at least three." The HOA has spent a lot of money getting advice from counsel and have publicly stated that they are bound to exactly three UNTIL the Bylaws are amended. Our Bylaws have now been amended, so now that is the controlling factor...their terms not mine. They wanted to play the game, and well, the Bylaws are now amended.

And agreed, it doesn't specify who decides how many more to have, so its open. It doesn't specify or allow the Board or anyone else to just declare a fixed quantity. It seems if there are more than three nominations, then there can be more than three Directors.


Yes, historically there's been 3+ on the Board. In fact, some years even saw 10 Directors. Now currently, there's a rogue vocal minority that are very good at bullying and playing the political game that have declared "ONLY THREE ALLOWED" as a reason to exclude myself and several other new/young homeowners from participating. There's a lot more backstory about agenda and desire to spend reserves and harass through the ACC, but that's not on topic here.


Agreed, Special Meetings should be focused and tight. But is it OK to have a SM just to discuss and bring awareness? I don't know if I can get people to support an actual RECALL vote, as that's 'aggressive' and 'un-neighborly', despite the clear fact that this Board is not following the Bylaws. I think at a minimum, the rest of the Members need to be made aware that myself and several others were duly nominated and 'voted' and shall not be excluded from being on the Board. I'm not sure I follow about you saying "the documents are clear on that point" about recall. Why all three? Couldn't it be targeted to the specific bully? My point is that there should be 5 people on the Board right now, but these three people have declared themselves to be the only valid Directors.

And I agree, if there's no 'agreement,' then an injunctive suit is the only next step...but it seems so clear and obvious : The bylaws says only this: "At least three" --> how can one defend the idea that it actually means "only three allowed"?

So, exactly who decides how many Board members there should be? Who amended the Bylaws, because whoever it was, did a very piss poor job.

If a client came to me and ask the same question, the answer would be the same. Hvae you asked your legal counsel, or any lawyer?

Your articles say exactly three and the bylaws say at least three. Articles usually supersede the bylaws and you said the bylaws were amended – what were they amended to? If they AND the articles now say exactly three, that’s your answer. I don’t care what happened in the past – if both documents now specify three, you can’t put on more members unless the documents are amended (again). This time, they should specify a minimum and maximum number, and how that number is changed (stick to an odd number between 3 and 7).

Yes, you can have a special meeting to discuss this, but what’s the point if no one’s willing to take the next step and push for yet another amendment or recall? If the board won’t act on holding a special meeting (and at this point, assume they won’t), what’s stopping you or anyone else from hosting a meeting to discuss the matter – serve some cookies and coffee (or wine or both) to encourage attendance. Or write a letter to the community and stick it in doorways (not the mailbox unless you buy postage) and then see what happens.

As for this group intimidating people, I’ve said this several times before – one, two, or three people can’t dominate a larger number of people unless everyone else is indifferent to everything and/or are happy with the way things are and sometimes the answer is somewhere in the middle, depending on who you talk to. Then again, could it be everyone’s going along with this because they STILL wouldn't elect you and/or your running mates, even if five or seven slots were available? Whether you choose to accept that possibility or not is up to you.

At this point, you aren’t getting anywhere with the exactly three vs. at least three arguments, so once again, make up your mind as to what you want to do and how far you’re willing to go. You either push for a more precise bylaw or a recall. I understand what you’re saying about recall because they can and do leave a bad taste in people’s mouths. Lawsuits can be more divisive, not to mention expensive, and take a lot more time, but no one said change was immediate or easy. Good luck with whatever you decide to do.

The Bylaws were amended to say "at least three". This group of people have firmly stated that their legal advice was that the Articles control until the Bylaws are Amended, then the Bylaws control. So here we are. Bylaws are amended, Bylaws control, Bylaws says "at least three," and nothing else.

I think what the goal is to ensure that myself and the several other new/young homeowners, that were duly nominated, are not blocked from participating on the Board. We want to ensure this rogue group doesn't piss our money away on their special projects.

Well said.