DonnaR5
Posts: 162
Posts: 162
Posted:
I was told today that a homeowner wanted to run for our HOA board and the board refused to put him on the ballot. This is something new to me. Can a board in Virginia do this?
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running for HOA board (Virginia)
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AugustinD
Posts: 1,027
Posts: 1,027
Posted:
Condominium or non-condominium?
Do your HOA/COA's Bylaws prescribe that a director meet certain qualifications?
Do your HOA/COA's Bylaws prescribe that a director meet certain qualifications?
KerryL1 (California)
Posts: 14,550
Posts: 14,550
Posted:
In addition to Augustin's questions: When is the annual meeting and election, and was there a deadline for candidates? Are nominations from the floor (nominations during the annual meeting) permitted in your Bylaws?
Or did the Owner apply to fill a vacancy on the Board?
Or did the Owner apply to fill a vacancy on the Board?
MaxB4
Posts: 3,513
Posts: 3,513
Posted:
In many Bylaws across the country, there is a Nominating Committee made up of board members who then decide who is best suited to be a board members. There may or may not be any qualifications to be on the board only what the committee feels is in the "best" interest of the association.
DonnaR5
Posts: 162
Posts: 162
Posted:
HOA. Requirement to run for the board is to be a member in good standing.
I have figured out what's going on, once I gave it some thought. A nominating committee was appointed last year, composed of two board members and one homeowner. Apparently the board has decided to only put people on the ballot who were chosen by the nom. committee, no self-nominating.
Not good for the HOA, I think. If this isn't stopped, only board-preferred people will be on the ballot.
I have figured out what's going on, once I gave it some thought. A nominating committee was appointed last year, composed of two board members and one homeowner. Apparently the board has decided to only put people on the ballot who were chosen by the nom. committee, no self-nominating.
Not good for the HOA, I think. If this isn't stopped, only board-preferred people will be on the ballot.
MaxB4
Posts: 3,513
Posts: 3,513
Posted:
With "all" the Bylaws that Augustin reads, he should have picked up on this right away. He must be slipping.
AugustinD
Posts: 1,027
Posts: 1,027
Posted:
Quote:
Posted By DonnaR5 on 11/15/2022 2:47 PM
HOA. Requirement to run for the board is to be a member in good standing.
I have figured out what's going on, once I gave it some thought. A nominating committee was appointed last year, composed of two board members and one homeowner. Apparently the board has decided to only put people on the ballot who were chosen by the nom. committee, no self-nominating.
Not good for the HOA, I think. If this isn't stopped, only board-preferred people will be on the ballot.
HOA. Requirement to run for the board is to be a member in good standing.
I have figured out what's going on, once I gave it some thought. A nominating committee was appointed last year, composed of two board members and one homeowner. Apparently the board has decided to only put people on the ballot who were chosen by the nom. committee, no self-nominating.
Not good for the HOA, I think. If this isn't stopped, only board-preferred people will be on the ballot.
I agree only permitting candidates that the nominating committee selects is bad and IMO, almost assuredly a violation of the governing docs and state law. Why? Because in doing so, the Nominating Committee is inventing qualifications for who can serve on the board. Doing so is denying owners the right to run for election and serve on the board, in violation of owners' rights under the bylaws, Articles of Inc, state law; the whole enchilada.
Case law speaks to how, if the bylaws are silent on restrictions for xyz, then the Board or any of the HOA's committees cannot just turn around and make up a restriction.
You have idiots on the board.
AugustinD
Posts: 1,027
Posts: 1,027
Posted:
Any insinuation that nationwide, serving on a HOA/COA board requires being a member in good standing, is wrong. This is state dependent and often, bylaw dependent.
MaxB4
Posts: 3,513
Posts: 3,513
Posted:
https://www.davis-stirling.com/HOME/N/Nominating-Committees
NOMINATING COMMITTEES
Rendered Moot. Although most association bylaws provide for nominating committees to screen people to serve on boards, such committees were made moot by Civil Code § 5105(a)(3). Nominating committees can still be appointed by boards and can still solicit candidates but they can no longer reject qualified candidates.
Candidate Selection. Traditionally, nominating committees could block candidates they did not deem worthy to serve on the board. If candidates did not get nominating committee approval, they could not appear on the ballot even when qualified. Now, qualified candidates can nominate themselves and run for the board regardless of anything a nominating committee might say or do.
Sorry, you are wrong. This practice continues in states where laws have not changed. I think JohnC can attest that his state and Bylaws allow for Nominating Committees.
Here is a link to the nominating committee in the State of Virginia, current as of 2022.https://loftridge.com/committees/nominating-committee/
NOMINATING COMMITTEES
Rendered Moot. Although most association bylaws provide for nominating committees to screen people to serve on boards, such committees were made moot by Civil Code § 5105(a)(3). Nominating committees can still be appointed by boards and can still solicit candidates but they can no longer reject qualified candidates.
Candidate Selection. Traditionally, nominating committees could block candidates they did not deem worthy to serve on the board. If candidates did not get nominating committee approval, they could not appear on the ballot even when qualified. Now, qualified candidates can nominate themselves and run for the board regardless of anything a nominating committee might say or do.
Sorry, you are wrong. This practice continues in states where laws have not changed. I think JohnC can attest that his state and Bylaws allow for Nominating Committees.
Here is a link to the nominating committee in the State of Virginia, current as of 2022.https://loftridge.com/committees/nominating-committee/
AugustinD
Posts: 1,027
Posts: 1,027
Posted:
Quote:
Posted By MaxB4 on 11/15/2022 3:27 PM
Nominating committees can still be appointed by boards and can still solicit candidates but they can no longer reject qualified candidates.
Nominating committees can still be appointed by boards and can still solicit candidates but they can no longer reject qualified candidates.
MaxB4
Posts: 3,513
Posts: 3,513
Posted:
Quote:
Posted By AugustinD on 11/15/2022 4:13 PM
Q.E.D. Posted By MaxB4 on 11/15/2022 3:27 PM
Nominating committees can still be appointed by boards and can still solicit candidates but they can no longer reject qualified candidates.
Nominating committees can still be appointed by boards and can still solicit candidates but they can no longer reject qualified candidates.
And you proved what? That is for California, not Virginia. I actually did your work and supplied a link for Virginia, which he case you didn't know is where the OP is from....duh
AugustinD
Posts: 1,027
Posts: 1,027
Posted:
What I quoted says what I assert is the law nationwide: The only qualifications that nominating committees may lawfully set are those qualifications that the bylaws expressly state.
You do not agree. Whatever.
You do not agree. Whatever.
MaxB4
Posts: 3,513
Posts: 3,513
Posted:
Quote:
Posted By AugustinD on 11/15/2022 5:00 PM
What I quoted says what I assert is the law nationwide: The only qualifications that nominating committees may lawfully set are those qualifications that the bylaws expressly state.
You do not agree. Whatever.
What I quoted says what I assert is the law nationwide: The only qualifications that nominating committees may lawfully set are those qualifications that the bylaws expressly state.
You do not agree. Whatever.
WOW, you have gone off the deep end.
KerryL1 (California)
Posts: 14,550
Posts: 14,550
Posted:
Yes, Donna, please do share the exact verbiage about Nominating Committees in your Bylaws.
Our CC&Rs required them but our new ones do not. Even when required, the Comm. members merely met for 2 minutes with the PM who assured them they were owners in good standing, our old bylaws only qualifications.
I also recall JohnC of SC's bylaws require a Nominating Committee. I think he wrote it doesn't apply as they never get enough prospective candidates. But I hope he'll cite his wording on that from his Bylaws.
Agree with you, Donna, such a committee can keep out owners who'd be excellent directors because the Nom. Comm.. --generally hand-picked by the board, can keep them out.
Our CC&Rs required them but our new ones do not. Even when required, the Comm. members merely met for 2 minutes with the PM who assured them they were owners in good standing, our old bylaws only qualifications.
I also recall JohnC of SC's bylaws require a Nominating Committee. I think he wrote it doesn't apply as they never get enough prospective candidates. But I hope he'll cite his wording on that from his Bylaws.
Agree with you, Donna, such a committee can keep out owners who'd be excellent directors because the Nom. Comm.. --generally hand-picked by the board, can keep them out.
MaxB4
Posts: 3,513
Posts: 3,513
Posted:
Quote:
Posted By KerryL1 on 11/15/2022 5:37 PM
Yes, Donna, please do share the exact verbiage about Nominating Committees in your Bylaws.
Our CC&Rs required them but our new ones do not. Even when required, the Comm. members merely met for 2 minutes with the PM who assured them they were owners in good standing, our old bylaws only qualifications.
I also recall JohnC of SC's bylaws require a Nominating Committee. I think he wrote it doesn't apply as they never get enough prospective candidates. But I hope he'll cite his wording on that from his Bylaws.
Agree with you, Donna, such a committee can keep out owners who'd be excellent directors because the Nom. Comm.. --generally hand-picked by the board, can keep them out.
Yes, Donna, please do share the exact verbiage about Nominating Committees in your Bylaws.
Our CC&Rs required them but our new ones do not. Even when required, the Comm. members merely met for 2 minutes with the PM who assured them they were owners in good standing, our old bylaws only qualifications.
I also recall JohnC of SC's bylaws require a Nominating Committee. I think he wrote it doesn't apply as they never get enough prospective candidates. But I hope he'll cite his wording on that from his Bylaws.
Agree with you, Donna, such a committee can keep out owners who'd be excellent directors because the Nom. Comm.. --generally hand-picked by the board, can keep them out.
I provided a link to the current, as of 2022, what the Nomination Committee actually does. here is the link, in case you missed it. https://loftridge.com/committees/nominating-committee/
Here is a telling quote from the website,
About the Nominating Committee
This committee is constituted according to the Association bylaws. The main purpose is to identify potential candidates to serve on the Board of Directors; identify the best candidates; agree on a set of nominees and then determine their willingness to serve.
Also, this is the exact verbiage from an HOA located in Annandale, VA, same state as the OP to compare Bylaws.
ARTICLE V
Nomination and Election of Directors
Section 1. Nomination. Nomination for election to the Board of Directors, commencing with the first annual meeting of members, shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members or non-members.
AugustinD
Posts: 1,027
Posts: 1,027
Posted:
Let's assume that DonnaR5's bylaws say what is posted above. Such bylaws are considered passé, but let's deal with the reality of peon owner Hughes who wants to run for the board, while the nominating committee refuses to nominate owner Hughes.
Owner Hughes does not want to have to file suit to get a court order invalidating the nominating committee (to the extent the NC creates bullsh-t qualifications that are inconsistent with statutes and bylaws). What can owner Hughes do?
What is posted above still requires that nominations be taken from the floor. Owner Hughes can seek to make sure this nomination does happen and that the ballot is properly prepared, pursuant to state law and the governing documents.
To overcome a rogue board and so rogue nominating committee, Owner Hughes will have to be sophisticated in reading the governing documents and state law as the pertain to ballots and elections.
In other words, owner Hughes is in the usual owner's position of being screwed out of her lawful rights by a highly flawed system.
Owner Hughes does not want to have to file suit to get a court order invalidating the nominating committee (to the extent the NC creates bullsh-t qualifications that are inconsistent with statutes and bylaws). What can owner Hughes do?
What is posted above still requires that nominations be taken from the floor. Owner Hughes can seek to make sure this nomination does happen and that the ballot is properly prepared, pursuant to state law and the governing documents.
To overcome a rogue board and so rogue nominating committee, Owner Hughes will have to be sophisticated in reading the governing documents and state law as the pertain to ballots and elections.
In other words, owner Hughes is in the usual owner's position of being screwed out of her lawful rights by a highly flawed system.
DonnaR5
Posts: 162
Posts: 162
Posted:
From our Bylaws:
Nomination for election to the Board of Directors shall be make by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members or nonmembers.
Nomination for election to the Board of Directors shall be make by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members or nonmembers.
DonnaR5
Posts: 162
Posts: 162
Posted:
I will add: yes, nominations can be made from the floor at the annual meeting, but this is useless when a proxy has been mailed to all the members and they vote by returning the proxy. The attendance at the annual meeting barely meets the quorum and no one nominated from the floor can overcome the votes by proxy. If you want a chance at being elected, your name needs to be on the proxy.
AugustinD
Posts: 1,027
Posts: 1,027
Posted:
Quote:
Posted By DonnaR5 on 11/16/2022 8:03 AM
I will add: yes, nominations can be made from the floor at the annual meeting, but this is useless when a proxy has been mailed to all the members and they vote by returning the proxy. The attendance at the annual meeting barely meets the quorum and no one nominated from the floor can overcome the votes by proxy. If you want a chance at being elected, your name needs to be on the proxy.
I will add: yes, nominations can be made from the floor at the annual meeting, but this is useless when a proxy has been mailed to all the members and they vote by returning the proxy. The attendance at the annual meeting barely meets the quorum and no one nominated from the floor can overcome the votes by proxy. If you want a chance at being elected, your name needs to be on the proxy.
Your owner-friend could try a query to the Virginia Office of the Common Interest Community Ombudsman. See https://www.dpor.virginia.gov/CIC-Ombudsman . This Office's decision is non-binding.
But again, your friend would have to be incredibly sophisticated to put together this query. He or she would, for one, want to make an argument that the Nominating Committee has to nominate anyone who has the qualifications as expressly stated in the governing documents and statues. The owner-friend could also make arguments for the proxy form offering a write-in section. Then the owner-friend can campaign as a write-in candidate. The proxy form would have to then be a directed proxy. The owner-friend likely has no clue what a directed proxy is.
Without a major campaign and hiring an attorney, I think you and your friend have no chance.
People have to read the governing documents closely to see what they are getting into and what battles they might have to face down the road. Even attorneys who come here asking questions (as two attorneys did in the last few weeks) have no idea how to read governing documents and the pertinent statutes.
DonnaR5
Posts: 162
Posts: 162
Posted:
I and the homeowner who didn't get on the ballot are less concerned with this particular election than we are with the precedent this sets for future elections. The annual meeting was last night, and I added to the agenda a proposal that the bylaws be amended to eliminate the Nom. Committee. That would require a meeting of the members in the future since it wasn't already on the agenda for this meeting. If there is some support in the community, the amendment might succeed. But most regular homeowners at the meeting last night were foggy on the bylaws, committee, and why it might be a problem.
I also contacted the relevant Virginia legislators this morning about getting the law changed. It's a long process, of course, but I think the rationale is good for making a change.
I also contacted the relevant Virginia legislators this morning about getting the law changed. It's a long process, of course, but I think the rationale is good for making a change.
AugustinD
Posts: 1,027
Posts: 1,027
Posted:
Quote:
Posted By DonnaR5 on 11/16/2022 9:03 AM
The annual meeting was last night, and I added to the agenda a proposal that the bylaws be amended to eliminate the Nom. Committee. That would require a meeting of the members in the future since it wasn't already on the agenda for this meeting. If there is some support in the community, the amendment might succeed.
The annual meeting was last night, and I added to the agenda a proposal that the bylaws be amended to eliminate the Nom. Committee. That would require a meeting of the members in the future since it wasn't already on the agenda for this meeting. If there is some support in the community, the amendment might succeed.
Want to share what it takes to amend the bylaws?
Could this ultimately be done by a Special Meeting of the owners? Owners have a lot more control over the calling of special meetings, and votes at these meetings, compared to arguing about what the nominating committee can and cannot do. Yes, the board may resist a Special Meeting and amendment vote. But the arguments that say the board has to agree to call a special meeting (when certain conditions are met) and call for a vote are typically much more black and white.
Quote:
I also contacted the relevant Virginia legislators this morning about getting the law changed. It's a long process, of course, but I think the rationale is good for making a change.
https://www.hoaleader.com/public/470.cfm
JohnC46 (South Carolina)
Posts: 14,265
Posts: 14,265
Posted:
Our Bylaws says:
Section 3. Nomination of Directors. Nominations for election to the Board of Directors shall be made by a Nominating Committee. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and three (3) or more Members of the Association. The Nominating Committee shall be appointed by the Board of Directors not less than thirty (30) days prior to each annual meeting of the Voting Members to serve a term of one ( l ) year or until their successors are appointed, and such appointment shall be announced at each such annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but in no event less than the number of positions to be filled. The Nominating Committee shall nominate separate slates for the directors to be elected at large by all Voting Members. Nominations shall also be permitted from the floor. All candidates shall have a reasonable opportunity to communicate their qualifications to the Voting Members and to solicit votes.
The above aside, we ignore it as we do not use a Nominating Committee. We allow nominations from the floor prior to voting. Our Annual Meeting Proxy has never contained names of those running for the BOD. We vote at the Annual Meeting via distributed paper ballots. Only twice in 7 years have we had more people running then open spots and none in the last five years. We typically have to beg one or two people to be on our BOD.
I personally view the responsibility of a Nominating Committee to verify those running are of good standing, nothing else. In our case, our PM verifies those running are of good standing prior to the election.
Section 3. Nomination of Directors. Nominations for election to the Board of Directors shall be made by a Nominating Committee. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and three (3) or more Members of the Association. The Nominating Committee shall be appointed by the Board of Directors not less than thirty (30) days prior to each annual meeting of the Voting Members to serve a term of one ( l ) year or until their successors are appointed, and such appointment shall be announced at each such annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but in no event less than the number of positions to be filled. The Nominating Committee shall nominate separate slates for the directors to be elected at large by all Voting Members. Nominations shall also be permitted from the floor. All candidates shall have a reasonable opportunity to communicate their qualifications to the Voting Members and to solicit votes.
The above aside, we ignore it as we do not use a Nominating Committee. We allow nominations from the floor prior to voting. Our Annual Meeting Proxy has never contained names of those running for the BOD. We vote at the Annual Meeting via distributed paper ballots. Only twice in 7 years have we had more people running then open spots and none in the last five years. We typically have to beg one or two people to be on our BOD.
I personally view the responsibility of a Nominating Committee to verify those running are of good standing, nothing else. In our case, our PM verifies those running are of good standing prior to the election.
DonnaR5
Posts: 162
Posts: 162
Posted:
Our bylaws state:
These bylaws may be amended at a regular or special meeting of the members by a vote of a majority of a quorum of members present in person or by proxy.
These bylaws may be amended at a regular or special meeting of the members by a vote of a majority of a quorum of members present in person or by proxy.
AugustinD
Posts: 1,027
Posts: 1,027
Posted:
Quote:
Posted By DonnaR5 on 11/16/2022 11:29 AM
Our bylaws state:
These bylaws may be amended at a regular or special meeting of the members by a vote of a majority of a quorum of members present in person or by proxy.
Our bylaws state:
These bylaws may be amended at a regular or special meeting of the members by a vote of a majority of a quorum of members present in person or by proxy.
MaxB4
Posts: 3,513
Posts: 3,513
Posted:
Regular posters on this site, who are/were board members have stated that if a vacancy occurred on their board and if they didn't like the person that submitted an application, they would refuse to fill the position, if that was the only person interested.
What is the difference between what they do and what the OP's board is choosing to do?
What is the difference between what they do and what the OP's board is choosing to do?
DonnaR5
Posts: 162
Posts: 162
Posted:
Max, that is not something I would do. (I was on the board 9 years.) And anyway, legally, you have to fill a board vacancy.
DonnaR5
Posts: 162
Posts: 162
Posted:
Augustin, a 10% quorum is 48.
MaxB4
Posts: 3,513
Posts: 3,513
Posted:
Quote:
Posted By DonnaR5 on 11/16/2022 12:00 PM
Augustin, a 10% quorum is 48.
Augustin, a 10% quorum is 48.
So, 25 out of 480 owners can amended the Bylaws?
AugustinD
Posts: 1,027
Posts: 1,027
Posted:
Quote:
Posted By DonnaR5 on 11/16/2022 12:00 PM
Augustin, a 10% quorum is 48.
Augustin, a 10% quorum is 48.
KerryL1 (California)
Posts: 14,550
Posts: 14,550
Posted:
Sounds good, Donna, if you & the person who wants to be a candidates can get community support.
Btw, are you sure your Bylaws state the Board must fill vacancies when they occur. Ours do not state that but do say that if the Board doesn't fill a vacancy, the Owners can. Has never happened here.
The difference between the board refusing to fill a vacancy with someone they don't think would "be a good fit" and a board-chosen nominating committee refusing to allow all qualified candidates to be subject to the vote of all owners, as is their right, is clear, imo.
Btw, are you sure your Bylaws state the Board must fill vacancies when they occur. Ours do not state that but do say that if the Board doesn't fill a vacancy, the Owners can. Has never happened here.
The difference between the board refusing to fill a vacancy with someone they don't think would "be a good fit" and a board-chosen nominating committee refusing to allow all qualified candidates to be subject to the vote of all owners, as is their right, is clear, imo.
DonnaR5
Posts: 162
Posts: 162
Posted:
Max, yes. Attending or voting by proxy, 48 people are needed, and a majority of those would be 25 or more.
DonnaR5
Posts: 162
Posts: 162
Posted:
Kerry, well, that was my belief, but looking at the bylaws, I don't see where it says that vacancies must be filled. Funny how these beliefs install themselves. I suppose I was told that and it stuck, even though it's not in the bylaws. It should be there!
MaxB4
Posts: 3,513
Posts: 3,513
Posted:
Quote:
Posted By DonnaR5 on 11/16/2022 12:40 PM
Kerry, well, that was my belief, but looking at the bylaws, I don't see where it says that vacancies must be filled. Funny how these beliefs install themselves. I suppose I was told that and it stuck, even though it's not in the bylaws. It should be there!
Kerry, well, that was my belief, but looking at the bylaws, I don't see where it says that vacancies must be filled. Funny how these beliefs install themselves. I suppose I was told that and it stuck, even though it's not in the bylaws. It should be there!
Could this be what your Bylaws say in regards to vacancies?
Section 2. Term of Office. At the annual meeting the members shall elect Directors to vacant or expired positions. The term of each Director is three years. Vacancies that occur after the annual meeting shall be advertised and nominees solicited in the Association newsletter. The new Director(s) shall be selected by the remaining members of the Board from the nominees and shall serve for the remainder of the term of his/her predecessor.
WendyM5 (North Carolina)
Posts: 1,522
Posts: 1,522
Posted:
hmm just read my by laws on this. Loois like I need to get this changed corrupt as heck that only a nominating committe can nominate.
Atter the first election o! directora,
nomination for election co tne Board of Directors shall be made by
a. Nominating Comittee. Nominations may also be made from the
floor at the annual meeting. The Nom:i.nating Committee shall
consist of a Chairman, who shall be a member of the Board of
Directors, and two or mor~ Members of the Association. The
Nominating Committee shall be appoinr.ad by the Board of DirQctorR
prior to each annual meeting o! the Members. to serve from the
close of such annual- meeting until the close of the next annual
maer.ing and such /ilppointm .. nt. sni,,11 b.. announced at each annulill
meeting, The Norn:inating Committee shall m.>.ke as many nominations
for elect.ion to the Soard of Directors as it shall in its
discretion determine, but not less than the number of vacancies
that are co be lil1ed.
Atter the first election o! directora,
nomination for election co tne Board of Directors shall be made by
a. Nominating Comittee. Nominations may also be made from the
floor at the annual meeting. The Nom:i.nating Committee shall
consist of a Chairman, who shall be a member of the Board of
Directors, and two or mor~ Members of the Association. The
Nominating Committee shall be appoinr.ad by the Board of DirQctorR
prior to each annual meeting o! the Members. to serve from the
close of such annual- meeting until the close of the next annual
maer.ing and such /ilppointm .. nt. sni,,11 b.. announced at each annulill
meeting, The Norn:inating Committee shall m.>.ke as many nominations
for elect.ion to the Soard of Directors as it shall in its
discretion determine, but not less than the number of vacancies
that are co be lil1ed.
vis ta vie
MaxB4
Posts: 3,513
Posts: 3,513
Posted:
Quote:
Posted By WendyM5 on 11/16/2022 1:30 PM
hmm just read my by laws on this. Loois like I need to get this changed corrupt as heck that only a nominating committe can nominate.
Atter the first election o! directora,
nomination for election co tne Board of Directors shall be made by
a. Nominating Comittee. Nominations may also be made from the
floor at the annual meeting. The Nom:i.nating Committee shall
consist of a Chairman, who shall be a member of the Board of
Directors, and two or mor~ Members of the Association. The
Nominating Committee shall be appoinr.ad by the Board of DirQctorR
prior to each annual meeting o! the Members. to serve from the
close of such annual- meeting until the close of the next annual
maer.ing and such /ilppointm .. nt. sni,,11 b.. announced at each annulill
meeting, The Norn:inating Committee shall m.>.ke as many nominations
for elect.ion to the Soard of Directors as it shall in its
discretion determine, but not less than the number of vacancies
that are co be lil1ed.
hmm just read my by laws on this. Loois like I need to get this changed corrupt as heck that only a nominating committe can nominate.
Atter the first election o! directora,
nomination for election co tne Board of Directors shall be made by
a. Nominating Comittee. Nominations may also be made from the
floor at the annual meeting. The Nom:i.nating Committee shall
consist of a Chairman, who shall be a member of the Board of
Directors, and two or mor~ Members of the Association. The
Nominating Committee shall be appoinr.ad by the Board of DirQctorR
prior to each annual meeting o! the Members. to serve from the
close of such annual- meeting until the close of the next annual
maer.ing and such /ilppointm .. nt. sni,,11 b.. announced at each annulill
meeting, The Norn:inating Committee shall m.>.ke as many nominations
for elect.ion to the Soard of Directors as it shall in its
discretion determine, but not less than the number of vacancies
that are co be lil1ed.
According to Augustin, who is the legal authority on this site, nominating committees are illegal. So I wouldn't worry about it.
KerryL1 (California)
Posts: 14,550
Posts: 14,550
Posted:
Interesting citation, Max. Is it form VA ? Or CA? It should help make sure that an HOA has its full complement of directors. But.... if a vacancy occurs, say, 6-8 weeks before the annual meeting & term's end, to advertise in its newsletter (do all assns. have one?) seems unreasonable.
KerryL1 (California)
Posts: 14,550
Posts: 14,550
Posted:
Interesting citation, Max. Is it form VA ? Or CA? It should help make sure that an HOA has its full complement of directors. But.... if a vacancy occurs, say, 6-8 weeks before the annual meeting & term's end, to advertise in its newsletter (do all assns. have one?) seems unreasonable.
JohnC46 (South Carolina)
Posts: 14,265
Posts: 14,265
Posted:
Donna
Typically it take 51% of ALL OWNERS agreeing to change a Bylaw and typically 2/3rds of ALL OWNERS or more agreeing to change a Covenant. I would read my Bylaws a bit closer to be sure that what you say 51% of 25% (5% of all owners) of owners at the meeting to change a Bylaw. I am not saying it is not s. What I am saying that is a very small number and for that reason I would buy into your association.
Typically it take 51% of ALL OWNERS agreeing to change a Bylaw and typically 2/3rds of ALL OWNERS or more agreeing to change a Covenant. I would read my Bylaws a bit closer to be sure that what you say 51% of 25% (5% of all owners) of owners at the meeting to change a Bylaw. I am not saying it is not s. What I am saying that is a very small number and for that reason I would buy into your association.
MaxB4
Posts: 3,513
Posts: 3,513
Posted:
Quote:
Posted By JohnC46 on 11/16/2022 2:09 PM
Donna
Typically it take 51% of ALL OWNERS agreeing to change a Bylaw and typically 2/3rds of ALL OWNERS or more agreeing to change a Covenant. I would read my Bylaws a bit closer to be sure that what you say 51% of 25% (5% of all owners) of owners at the meeting to change a Bylaw. I am not saying it is not s. What I am saying that is a very small number and for that reason I would buy into your association.
Donna
Typically it take 51% of ALL OWNERS agreeing to change a Bylaw and typically 2/3rds of ALL OWNERS or more agreeing to change a Covenant. I would read my Bylaws a bit closer to be sure that what you say 51% of 25% (5% of all owners) of owners at the meeting to change a Bylaw. I am not saying it is not s. What I am saying that is a very small number and for that reason I would buy into your association.
I have a couple of Bylaws from a Virginia HOA and the language is exactly loke Donna's. I will explain, but right now, off to a budget meeting.
JohnC46 (South Carolina)
Posts: 14,265
Posts: 14,265
Posted:
Quote:
Posted By JohnC46 on 11/16/2022 2:09 PM
Donna
Typically it take 51% of ALL OWNERS agreeing to change a Bylaw and typically 2/3rds of ALL OWNERS or more agreeing to change a Covenant. I would read my Bylaws a bit closer to be sure that what you say 51% of 25% (5% of all owners) of owners at the meeting to change a Bylaw. I am not saying it is not s. What I am saying that is a very small number and for that reason I would buy into your association.
Donna
Typically it take 51% of ALL OWNERS agreeing to change a Bylaw and typically 2/3rds of ALL OWNERS or more agreeing to change a Covenant. I would read my Bylaws a bit closer to be sure that what you say 51% of 25% (5% of all owners) of owners at the meeting to change a Bylaw. I am not saying it is not s. What I am saying that is a very small number and for that reason I would buy into your association.
ADD ON CORRECTION
I would not buy in as a small number can control.
MaxB4
Posts: 3,513
Posts: 3,513
Posted:
Unfortunately attorneys write confusing language intentionally. I don't believe the intention was to allow only 25 owners out of 480 to change how the corporation is run.
For instance, in California, my association eliminated quorum, but in order to raise assessments over 20% or create a special assessment over 5%, it requires a secret ballot vote and the approval is a majority of quorum of members, with quorum being more than 50%.
For instance, in California, my association eliminated quorum, but in order to raise assessments over 20% or create a special assessment over 5%, it requires a secret ballot vote and the approval is a majority of quorum of members, with quorum being more than 50%.
DonnaR5
Posts: 162
Posts: 162
Posted:
JohnC and Max,
Our bylaws state: "Section 4. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-tenth (1/10) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws."
and
"These bylaws may be amended at a regular or special meeting of the members by a vote of a majority of a quorum of members present in person or by proxy."
I don't see any other way of reading it than a quorum being 1/10 of the membership and a majority vote of that quorum being needed to amend.
It might seem like a small number compared to the entire membership, but it's still more than a small clique.
It is a different story for the Declaration, which requires 2/3 of all members to amend.
Our bylaws state: "Section 4. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-tenth (1/10) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws."
and
"These bylaws may be amended at a regular or special meeting of the members by a vote of a majority of a quorum of members present in person or by proxy."
I don't see any other way of reading it than a quorum being 1/10 of the membership and a majority vote of that quorum being needed to amend.
It might seem like a small number compared to the entire membership, but it's still more than a small clique.
It is a different story for the Declaration, which requires 2/3 of all members to amend.
MaxB4
Posts: 3,513
Posts: 3,513
Posted:
Based on what I understand, quorum for the meeting to elect a director is 10%, but it says EXCEPT as provided for by the AOI, CCRs or Bylaws, which a majority of a quorum of members would make it a majority of 241, or 122.
AugustinD
Posts: 1,027
Posts: 1,027
Posted:
Nationwide and by my reading over the years, the requirements for amending bylaws are frequently much lower than the requirements for amending the CC&Rs. Some bylaws even permit amendment by merely the board. This has come up often here. The threshold for amending the bylaws at Donna's HOA does not surprise me. If owners care, they will show up at the meeting to amend, or otherwise participate by proxy/absentee ballot as allowed under the bylaws and state law.
DonnaR5
Posts: 162
Posts: 162
Posted:
"...a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws."
Max, I'm not sure what you're getting at. The quorum is 10% except when otherwise specified, and it is not otherwise specified for amending the bylaws. The Declaration and AOI say nothing about requirements for amending bylaws. So why would we think that the rules for amending the Declaration would apply to the Bylaws?
It appears that the intent is to make it less onerous to amend the Bylaws, and that makes sense.
Max, I'm not sure what you're getting at. The quorum is 10% except when otherwise specified, and it is not otherwise specified for amending the bylaws. The Declaration and AOI say nothing about requirements for amending bylaws. So why would we think that the rules for amending the Declaration would apply to the Bylaws?
It appears that the intent is to make it less onerous to amend the Bylaws, and that makes sense.
JohnC46 (South Carolina)
Posts: 14,265
Posts: 14,265
Posted:
Donna
As we allow nominations from the floor we do not know who is running thus our Annual Meeting Proxy does not contain names of those running for the BOD. A few years back several BOD Members wanted to change that and we out voted them 3 to 2. I expect your Bylaws do not tell your BOD how they must draw up the Annual Meeting Proxy so maybe work with them to eliminate names form the Proxy.
As we allow nominations from the floor we do not know who is running thus our Annual Meeting Proxy does not contain names of those running for the BOD. A few years back several BOD Members wanted to change that and we out voted them 3 to 2. I expect your Bylaws do not tell your BOD how they must draw up the Annual Meeting Proxy so maybe work with them to eliminate names form the Proxy.
TimB4 (Tennessee)
Posts: 21,059
Posts: 21,059
Posted:
Quote:
Posted By DonnaR5 on 11/15/2022 2:47 PM
HOA. Requirement to run for the board is to be a member in good standing.
I have figured out what's going on, once I gave it some thought. A nominating committee was appointed last year, composed of two board members and one homeowner. Apparently the board has decided to only put people on the ballot who were chosen by the nom. committee, no self-nominating.
Not good for the HOA, I think. If this isn't stopped, only board-preferred people will be on the ballot.
HOA. Requirement to run for the board is to be a member in good standing.
I have figured out what's going on, once I gave it some thought. A nominating committee was appointed last year, composed of two board members and one homeowner. Apparently the board has decided to only put people on the ballot who were chosen by the nom. committee, no self-nominating.
Not good for the HOA, I think. If this isn't stopped, only board-preferred people will be on the ballot.
Donna,
Per statute, members in good standing have a right to serve on the board if duly elected, § 55.1-1807.
Additionally, the fact that nominations from the floor are allowed adds credibility.
There are procedures that must be followed before one can make a complaint to the ombudsman, but this sounds like an issue for the ombudsman.
The individual who was refused to be listed on the ballot should contact the ombudsman, or simply follow the process of directing the issue to the board (using the proper form) and see how they respond. At the very least, it may stop the issue in the future.
Virginia Ombudsman:
https://www.dpor.virginia.gov/CIC-Ombudsman
AugustinD
Posts: 1,027
Posts: 1,027
Posted:
Quote:
Posted By TimB4 on 11/17/2022 12:02 PM
Per statute, members in good standing have a right to serve on the board if duly elected, § 55.1-1807.
Per statute, members in good standing have a right to serve on the board if duly elected, § 55.1-1807.
I wonder if the best approach would be for the candidate (whom the nominating committee refuses to nominate) creates her/his own proxy form, knocks on doors, and asks owners to appoint him/her as each owner's proxy.
I see nothing in Virginia's HOA Act or Virginia's nonprofit corporation act that would preclude this. There is nothing about "directed proxies." There is nothing that says one has to use the HOA's proxy form.
See
https://law.lis.virginia.gov/vacodepopularnames/virginia-nonstock-corporation-act/
https://law.lis.virginia.gov/vacode/13.1-848/
MaxB4
Posts: 3,513
Posts: 3,513
Posted:
Quote:
Posted By DonnaR5 on 11/17/2022 7:08 AM
"...a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws."
Max, I'm not sure what you're getting at. The quorum is 10% except when otherwise specified, and it is not otherwise specified for amending the bylaws. The Declaration and AOI say nothing about requirements for amending bylaws. So why would we think that the rules for amending the Declaration would apply to the Bylaws?
It appears that the intent is to make it less onerous to amend the Bylaws, and that makes sense.
"...a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws."
Max, I'm not sure what you're getting at. The quorum is 10% except when otherwise specified, and it is not otherwise specified for amending the bylaws. The Declaration and AOI say nothing about requirements for amending bylaws. So why would we think that the rules for amending the Declaration would apply to the Bylaws?
It appears that the intent is to make it less onerous to amend the Bylaws, and that makes sense.
See what an actually HOA attorney in Virginia would say. I know what one would say in California.
DonnaR5
Posts: 162
Posts: 162
Posted:
Interesting thoughts on the proxy; thanks, JohnC and Augustin.
>>I expect your Bylaws do not tell your BOD how they must draw up the Annual Meeting Proxy so maybe work with them to eliminate names from the Proxy.
That suggestion, unfortunately, would not be seriously considered. The current board doesn't see what they did as a problem, so in their minds a solution or change is also not needed.
The election has already taken place. The self-nominating candidate told me that he had been excluded only a few hours before the meeting took place. He himself only learned about it when he did not appear on the proxy mailed 2 weeks before the meeting. Yes, he could have gone door to door and he should have asked for help, seeing the time window was so short. But he's a guy with a job that leaves only some weekend time for that, and with it getting dark by 5pm, it's an uphill battle to get enough people to come to the door.
The Virginia ombudsman did occur to me, but in reading the website information, it says that it's for complaints about HOAs not following the governing documents and the law, and this situation does not meet that description. I will mention it to him, but it seems likely that the ombudsman will say no law was broken.
>>I expect your Bylaws do not tell your BOD how they must draw up the Annual Meeting Proxy so maybe work with them to eliminate names from the Proxy.
That suggestion, unfortunately, would not be seriously considered. The current board doesn't see what they did as a problem, so in their minds a solution or change is also not needed.
The election has already taken place. The self-nominating candidate told me that he had been excluded only a few hours before the meeting took place. He himself only learned about it when he did not appear on the proxy mailed 2 weeks before the meeting. Yes, he could have gone door to door and he should have asked for help, seeing the time window was so short. But he's a guy with a job that leaves only some weekend time for that, and with it getting dark by 5pm, it's an uphill battle to get enough people to come to the door.
The Virginia ombudsman did occur to me, but in reading the website information, it says that it's for complaints about HOAs not following the governing documents and the law, and this situation does not meet that description. I will mention it to him, but it seems likely that the ombudsman will say no law was broken.
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