Annual Meeting Minutes/Board of Directors

We are a self-managed HOA. We recently had our Annual Meeting. The annotations documented within the annual minutes read the BOD "extended an invitation" to fill an open position. I am questioning the way in which our Board is writing our minutes. Per our Bylaws the only way members can serve on the Board of Directors is to be elected, nominated, or appointed. Extending an invitation is not formally outlined within our governing documents as a means for carrying out an action to be on the BOD. I am questioning whether the member can legally serve on the Board of Directors under the clause "extending an invitation". Are we placing our association at risk?

As John said, the minutes probably mean that the Board asked for anyone in the meeting to volunteer to be on the Board. If someone stepped forward, they would be part of the election process and be voted in by homeowners.

Of course I wasn't there so that is my guess.

I agree.

It's just a guess, but I'm thinking that maybe you should ask the person who wrote the meeting minutes. I'm guessing that I am probably not a great resource on how your HOA is run.

I think the wording is vague, but meeting minutes aren't written in legalese.

If the minutes didn't say that the board extended the invitation "at the meeting", it could possibly apply to communications leading up to the meeting (formal announcement, wording on proxy forms, wording on the agenda, info in the newsletter or community website, actions of an nominating committee, etc.). Or if the election process began with the person running the meeting asking if there were any nominations from the floor, I'd consider that an invitation. Or if the ballot contained a space to write in candidates' names, that would probably qualify as well.

Or maybe the person writing the minutes is inexperienced or confused. If the phrase was intended to mislead, it failed since there were people present who can refute the claim.

The person who writes our minutes also is a Board member who has been elected by the Board as our Secretary. I would say she is inexperienced. I agree meeting minutes aren't written in legalese. But if notes within meeting minutes or community communication document how a course of action is to be carried out, shouldn't legalese matter in those circumstances?

We received an annual packet leading up to our meeting, which included a letter from the board, agenda, and proxy. There was no formal announcement of the board extending an invitation leading up to the meeting. The only announcement made was a board position would be expiring and if anyone had interest in joining the board to please fill out a nomination form and submit it to the board prior to the meeting. No one made nominations ahead of time, nor did the board. No one made nominations from the floor, nor did the board. The director whose position was expiring did not nominate himself to run again from the floor, nor did the board extend him an invitation from the floor, turns out he actually resigned prior to the annual meeting. We had no one fill an open position at the annual meeting.

Down the rabbit hole we go.....a few weeks after the annual meeting, a member from the community reached out to the board by email. This person came forward to volunteer to be elected as a director since our community had no one fill an open position at the annual meeting. The following day the Board responded to this person by saying they extended an invitation and the previous Board member (side note, the one who resigned) agreed to fill the position for the time being. The Board then sent out a community recap email saying we had no nominations for the opening on the BOD. The Board member agreed to remain on the board for the present time. The Board then documents in the meeting minutes, no nominations were received, the board extended an invitation to fill an open position which was accepted for a new 3-year term. Is anyone else seeing how misleading this is becoming? This is why I'm questioning legalese matters within our meeting minutes. What did our community do when the Board extended an invitation? Did we nominate, elect, or appoint?

It is my strong opinion we are doing things very wrong. When I look in our bylaws under vacancies filled by appointment. The Board can only fill vacancies by appointment for the remainder of the unexpired term. I brought forth this information to the Board. I asked how they were able to renew a director term for another 3 years after the annual meeting to justify filling a vacancy of an unexpired term. Shouldn't the other person who stepped forward after the annual meeting have a chance to be elected by the members? When I asked for clarification if extend an invitation means "appointment" the Board will now not give me a clear response.

My thoughts are geared more around the fact when the Board loosely throws about words in community communication and meeting minutes that do not define a clear course of action. This becomes extremely misleading. Can this place our community at risk if someone were to challenge if the "extended invitation" person can actually be a director? What backing does the Board have? The Board stands firm on the way they document the minutes and community communications. Mind you they hold closed meetings and carry out a lot of action items behind the scenes and outside of Board meetings. They don't see a problem with this either. Should I stand by and support how the Board does things or should I continue to speak up that we need to be more verse in how we communicate. We are a self-managed community and since we are so small, majority of the members do not want to spend funds for a property manager, nor do they want to spend money seeking guidance from legal counsel. Most members of the community do not even follow what goes on. It's a very small handful that pay this close attention to the details.

One quibble: the part in bold will vary by state/community. Our appointed board members are treated like elected ones: the only ones who can remove them prior to the end of their terms are the homeowners via recall election.

Thank you everyone for your replies and patience as I try to explain in a way that makes sense. I do agree the sequencing of events is hard to follow. That's why this is challenging for me to explain.

We are a common interest community made up of 27 townhomes. This conversation reflects the annual meeting minutes from Dec 2021. We had this meeting by zoom and 6 owners were present along with 5 Board members. We just had our Dec 2022 annual meeting to approve the 2021 annual meeting minutes. We had the same number present again at this year's annual meeting. 3 of those owners attended the 2021 annual meeting, myself included. All other owners in attendance at this year's annual meeting had no recollection of the 2021 annual meeting. I brought forth my concerns that the meeting minutes did not reflect what actually transpired during the 2021 meeting. When I challenged this, I let the Board know their meeting minutes were extremely misleading to the community and I made a motion to amend the minutes. Their minutes read. (I do not want to use actual names)

No nominations were received for the open BOD position. (Board member name) term expired, and he resigned 11/21.
The Board extended an invitation for (same Board member name who resigned) to fill an open position effective 1-
1-22, which he accepted for a new 3-year term.

I asked the Board when they extended an invitation since it did not happen at the annual meeting and to insert the date into the minutes. The Board President said he didn't know the date and would have to look it up. I've looked up Board meeting minutes. There is no record. That is also why I know they took action without a meeting. The only community communication letter I was able to find was dated 1-12-21. Which reads.

There we no nominations for the opening for the BOD. (Board member name who resigned) has agreed to remain on the
Board for the present time.

I made a motion the annual minutes to read as follows.

On "date" the Board appointed (name) to fill a vacancy of a director position effective 1/1/22. He agreed to
remain on the Board for the present time.

I further challenged our minutes "which he accepted for a new 3-year term." Per our bylaws the Board can only fill a director vacancy for the remainder of an unexpired term. It says in the minutes the term expired. I questioned how the Board was able to renew a 3-year term after the annual meeting if we had no nominations and the current director resigned. The Board argued they never clearly said they appointed a vacancy; those are my words. They defended the notes to remain extended an invitation. They said he accepted a new 3-year term. I said their community letter dated 1-12-22 says for the present time. I told them "for the present time" is a meaning defined as an unspecified time and accepted for a new 3-year term defines a specific time. The two meanings are entirely different. They continually twist words around in communication they put forth to the community. My motion was not accepted, and the minutes remained as originally written. 2 owners agreed to amend the minutes. We attended the 2021 meeting. 4 owners did not agree to amend the minutes 3 of them were not at the 2021 meeting. All Board members did not agree to amend the minutes. I am extremely disappointed with the outcome of this meeting and do not know how to proceed from here or if I should just let it go. We are a self-managed community for the past 5 years, which I do not favor (budget cuts). This leaves a lot of room for error. I do not fully trust we know what we are doing.

As a side plot, I am the one who came forward to volunteer to be elected on the board following our 2021 annual meeting since we had no nominations and the current director resigned. I did this at the first board meeting Jan 2022. I was equally shocked they extended an invitation without holding a meeting. Yes, Colorado has open Board meetings. I'll have to see if we can appoint vacancies outside of meetings. I never thought about this. The Board has yet to post the Jan 2022 Board meeting minutes to the website the whole year. I just requested a copy. No surprise, they did not record my volunteer in the Board meeting minutes. Can I request this be amended since I'm not a board member?

At the Jan 2022 Board meeting they told me the resigned board member was going to stay on for the present time. I didn't argue it, but I secretly questioned it. I decided to just ride it out for the year and assumed I'd be given a chance to the director seat at the Dec 2022 annual meeting. They have since twisted their words around now saying he is in the term for 3-years. I went ahead and nominated myself at this year's annual meeting for a different open director position. I'll admit I secretly question why the Board is holding a resigned board member till 2024.

The Board stayed firm this annual meeting with only one open seat. It forced us into a contested election. By the way our community has never had a contested election for the BOD, people are that uninvolved. This is how our election played out this year. The board sent out a general proxy. Since I was running and I knew it was going to be a contested election, which would be a vote by secret ballot. I requested the board send out a directed proxy to the community vs a general proxy. I'm aware general proxies give the proxy holder the ability to vote how they see fit. Directed proxies direct the proxy holder how to vote. The board denied my request for the use of directed proxies. I tried to argue a general proxy could supply an unfair advantage in a contested election. They still denied my request. A board member came to the meeting as a proxy holder for 6 general proxies which he exchanged for 6 secret ballots. All 5 board members had their secret ballots. We had 6 homeowners in attendance. The board was able to carry out 11 votes in their favor. No surprise, I was not elected to the BOD this year either.

I have a sneaking suspicion the Board is trying hard to prevent me from being on the board. For some background information. My husband and I have lived in our community for 22 years. 16 of it I served as a board of director. Nominated every 3 years by the community when my term expired. I'm not saying I understand it all, but I definitely am very involved in my community. I come with experience to offer. The current board would not be faced teaching someone new if I was elected. I resigned 6 years ago because I find it important our community start to establish a rotation of directors. Currently I'm feeling uneasy with the direction of our BOD. Closed executive meetings to discuss our budget. What the heck! Taking action on almost every item outside of meetings and not recording it in Board meeting minutes. I attend their board meetings and they hardly talk about anything because they did it all through email. They question why I want all action items taken outside of Board meetings documented in the minutes! Here is another good one. They never approved Board meeting minutes at board meetings. They did it all outside of board meetings, I would guess by email. They never recorded their approval in the next meeting minutes. All our Board meeting minutes for the year say "Previous Minutes approved: No" It now looks like the Board never approved Board meeting minutes for the whole year. I'm ready to establish the ability to vote on matters as a director at Board meetings again.