Treasurer Not A Member Of The Association

I just noticed that our Treasurer is not an actual homeowner in our neighborhood. She is the spouse of an owner, but our bylaws state that in order for to be a member of the association you must be an owner. The bylaws also state that only members of the association can be Board members, so I would take this as meaning that she is not legally able to sit on our board.

What is your take on this?

Our bylaws are only 4 pages long and do not have anything like that mentioned in it at all.

Our bylaws call the Treasurer and other Board members "Board of Officers", but our Articles of Incorporation call them "Board of Directors." I discussed this be on the forum that our governing documents are very skimpy and silent on many subjects, and just very poorly written by someone that didn't practice in the area of real estate/corporate/HOA law so our documents are a mess.

Actually, it might be typical for officers to not be directors in the original set of governing documents, BUT, once amended or restated, the language will be changed to owners for both directors and officers.

No, I'm not saying anything about your specific association. I am just saying nationwide that it's most typical that Officers and Board members are two separate roles in most associations, and Officers don't have to be Board members (typically), and Officers don't have to be homeowners (typically). There are exceptions. I don't know anything about your Association.

StacyM5, please post all the sections of your bylaws that say anything about officers and directors.

This is everything below:

Eligibility:

Any property owner in XXX subdivision is eligible for membership in the Association.

Nominations and Election of Officers of the Assocation:

Section 1: At the Winter meeting, the Board of Officers shall appoint a Nominating Committee which consists of three members of the Association whose duty shall be nomination of candidates for election. The Slate of Officers will be presented at the Spring meeting.

Section 2: The Officers hsall be elected at the Spring meeting of the Association by the majority of the voting members present.

Section 3: The term of office shall be one year commencing January 1st.

Section 4: Vacanices of any office shall be filled by appointment by the remainging Board Members and the appointee will hold office for the remainder of the unexpired term.

Officers of the Assoication:

The Officers of the Association shall consist of President, 1st Vice President, 2nd Vice President, Corresponding Secretary, Recording Secretary, Assistant Recording Secretary, Treasurer, Finance Secretary, Sergeant-at-Arms, and Chaplain.

Election of Officers of the Assocation:

The Officers of the Association shall be chosen by a majority of the voting members present at the Spring meeting.

Duties of the Officers of the Association:

Section 1: The Officers shall perform the duties prescribed in this Article and such others as the Act of the By-Laws of the Association or the parliamentary authority adopted by the Association.

But they can be separate as long as the bylaws don't require officers to be directors, and they often don't (with the exception of the President). It's very common for directors and officers to be the same persons, just because it can be so hard to get enough volunteers.

Another reason that directors and officers often aren't the same persons is that directors are elected by the membership, but the officers are appointed by the board and can be removed by the board.

Having a non-owner board member is potentially more serious since a board member votes, whereas a treasurer who is not on the board does not vote and acts only as an advisor or unpaid "employee" performing bookkeeping and other duties. We have seen a few posts in the past from people whose HOAs allowed non-owners to serve on the board - it's not typical, though.

In this particular case, I'd be less worried about the wife being a non-owner than I would be about the potential conflict of interest/nepotism with spouses serving together. A number of states and/or individual communities prohibit spouses from being directors. It's less of an issue with a non-director spouse who doesn't vote. But the non-director officer still essentially reports to the board, and one spouse can't supervise the other.

It does look to me like your bylaws use the word "officer" to mean "director" or board member, since they say that the officers are elected by the membership. Maybe someone is seeing something different...?

Also ... chaplain ??? I wonder how out-of-date thee bylaws are and whether any state laws override them.

The more details you provide, the more I'm leaning toward this being a problem that needs to be fixed. Are any other homeowners voicing concerns?

Question: does the treasurer have access to the checkbook? Your comment about the treasurer and husband being sued in the past for non-payment of medical bills raises the possibility of embezzlement. I'd be less concerned if your HOA employs a community manager who is actually paying the bills and the treasurer is responsible only for reviewing financial statements.

In your shoes, if I had some extra dollars lying around, I'd be tempted to have a chat with a lawyer who is knowledgeable about HOAs and who could give me some helpful advice.

Thx for quoting the bylaws. I don't see any requirement that board members have to be members of the HOA. Did you omit this section?

As for officers vs. directors, I agree with Cathy: The only fair way to read the bylaws is to make a distinction between the "Board of Officers" and the positions of President, VP etc. Keep in mind the Maryland corporate statute requires a "board of directors" to run the corporation. Call the board of directors whatever you want, but make sure they are exercising the duties as given in the statute and bylaws.

I think you all should amend the bylaws at the earliest opportunity. Otherwise I think the bylaws verbiage will continue to be a source of endless conflict and confusion.

I have been telling the Board that the Bylaws need to be amended buy they refuse to do so. They don't want to spend the money on it, and refuse to increase the dues for the past 18 years since the neighborhood was first built.

I think this is the real problem here, and I would be concerned/hiring an attorney to write some demand letters/talking to my neighbors. Although I have to wonder - if the officers' financial problems are common knowledge, what were you guys thinking ???? :-)

Obviously there is no law or bylaw that says you can't elect someone with financial problems and hand them your checkbook, but that doesn't mean it's smart. I also think it's cruel to put a pot of money in front of people who are drowning in debt - rather like waving food in front of a starving person and saying "not for you!" The only positive thing I see here is that someone whose only experience with money is being a cashier probably won't be too skilled at hiding her tracks if she does help herself to some money.

Since you've mentioned moving, I'll repeat my usual answer to HOA issues (and the regulars can ignore me). All solutions will boil down to live with it, fix it, or move. Living with this situation doesn't seem smart, and to fix it means partnering with the rest of your neighbors to replace the treasurer and her spouse (he's a problem as well in my book). Unfortunately, your neighbors voted for these people, so you may not be able to convince them there is a problem. Which leaves moving. If you sense that your community is going downhill and can't be stopped without some significant pain, then selling makes sense before things get worse. I wish that weren't the case.

It would cost me a small fortune to hirer an attorney to write demand letters. Most of my neighbors don't want to get involved anymore. Some are planning on moving out as soon as possible as well. The Board members financial problems are only common knowledge for anyone that knows how to do the public judiciary search or land record search on our state website. I have an account and got a bad feeling about the Board members so I looked them up and boy was it an eye-opener. I don't think many of the residents would care because I can see that many of them have the same money issues and it sort of seems like a way of life for them, sad to say. So not many financially stable residents to pick from in our Association.

The Board members basically hired themselves so to speak. Long story short, the Boards members stepped up to sit on the Board after the HOA was revived three years ago after being inactive for approximately 10 years. The only people in the neighborhood at that time were the older section residents. My section of the neighborhood was not built until 1.5 years ago so we had no say in who sat on the Board or not.

Most of the residents in my neighborhood are of a low socioeconomic class, and it has become painfully obvious that most are not understanding or caring to learn how the HOA works. There are only a few neighbors that sort of understand but they also think it is easier to just get out of here because we are clearly outnumbered in regards to the residents that want to stick with the status quo. Any time that someone dares to question the Board about anything it is met with backlash so most people do not want to get involved because the Board members and their families start spreading slanderous rumors about anyone that questions them. They are currently spreading a rumor about my neighbor across the street saying that he is dealing drugs, which could not be further from the truth. And they try to pit neighbor against neighbor.

Love my home, but I don't see this getting any better. I honestly do not need this headache. I have put quite a bit of money but I am willing to sell at a small loss just to get out of this situation that I only see getting worse with time.

From everything you've written--the topic of whether an officer is entitled to be one in your assn. is the least of your HOA's problems. Very best of luck to you in 2023!