Are 'Resolutions' usually in writing?

For over 20 years, our Board of Directors usually held regular meetings every month, but several months ago changed to every other month. I could not find any record of the change anywhere - Board minutes, etc. (Our member participation is so low that I don't think most members are even aware of the change). It kind of feels like they did it on the sly...

I found this in our Bylaws:

"Regular meetings may be held at such time and place within the Properties as is determined , from time to time, by a resolution adopted by a majority of a quorum of the Directors; provided, however, that such meetings must be held no less frequently than quarterly."

Are resolutions usually in writing?

Shouldn't this change at the very least been noted in the meeting minutes?

Sheilah, Yes - I have checked the minutes and there isn't any mention of the change. I actually found out about it because I was going to attend what I thought was the 'monthly' meeting to discuss an issue I was having and there wasn't a meeting that month!

I did ask why the change - but I didn't get an answer from the HOA, which is one of the reasons why I asked for IDR. I want to discuss this and several other issues that have come to my attention since I have been 'paying attention' (as you put it). Actually, I have the minutes going back to 2003 and have read them all and ran them through Adobe OCR so I can search them easier. Not only has this board cut the meetings in half, it looks like they are making decisions through electronic means (email, slack or whatever - I don't know yet) which are also not documented in any manner like they are supposed to be.

The Board President, as I found out after he was elected during Covid was also the president of a small HOA about 50 miles away for over 10 years. During his time there as President, that HOA hired the President's landscaping company to take over the monthly HOA landscaping contract, he brought in a new Property Management Company and later the owner of that PMC became their community manager. As our HOA president, we now have the same Property Management Company (different community manager though) and things, in my opinion, have been going down hill...

That is why I wanted to know if a resolution should be in writing

The only thing I would consider important is that proper notice is given of board meetings. California's standards for notice of board meetings are pretty exacting. Is proper notice being provided?

It is important, as it is a requirement per the governing docs, specifically the Bylaws. There is a certain format I use, it should be part of the agenda and once approved is signed and attached to the same minutes in which it was approved.

Thanks Max, I will definitely make a note of that

Kerry, I have tried to write out the situation a couple of times but it is just so long and complicated... I will try again with this:

Over 15 years ago we submitted plans for our backyard improvements, which were approved. My adjacent neighbor saw what we were doing and when he submitted his plans shortly after, he also included this one 'feature' that we did. He also received approval from the ARC and work got under way on both lots. Keep in mind these were major and costly improvements - he was building an infinity pool and we had an outdoor kitchen with living area, wood burning fireplace, in-ground spa, etc. etc.

About 4 months later, the HOA contacts us and says there is a problem, the ARC approved something they should not have. Short version, it took about 15 more months, but the HOA ends up settling - everything remains as is, and we sign a legal agreement (but I don't want to get into that) which includes a clause that we can't sue them. I should point out that we live on the perimeter of the community and what we did had virtually no effect on the HOA.

Over 15 years later, new HOA President with this his new PMC thinks they have found the violation of the century and sends us a violation notice. I immediately respond and tell them that we had a legal agreement in place and it was recorded with the County, check with them to get a copy because I didn't have one.

A couple of weeks go by, I ask a neighbor who is in the mortgage business if he can get a copy of my records and at that point I find out that the original PMC screwed up and did not record our agreement. But, they did record my neighbors. (Remember, both situations are exactly the same). I send the HOA a copy of the original ARC application along with a copy of my neighbor's agreement and some additional paperwork I still had, but not good enough for them....

Then one day, out of the blue, the HOA president shows up at our house and wants to inspect our backyard. I was flabbergasted, but I show him around and then the conversation turns to the alleged violation. Pres is trying to tell me that we never received permission to do what we did because there was a condition checked on the ARC form 'do not pour concrete against existing fence'. He literally repeats that several times and then when I object, he doubles down and says if that doesn't mean we didn't receive approval where does it say that we did receive approval? I turn to the second page and show him the diagram that clearly indicates what we wanted to do and that has nothing to due with pouring concrete against a fence.

During this conversation, the Pres brags that he is also the President of another HOA and he has been doing this for over 20 years... It was like he was on some power trip, telling me what he is going to or not going to do. And by the way, most of this caught on my security cams (audio and video) because we are now standing out in my driveway.

After he left, I thought it was pretty strange that someone would want to be the President of two HOA's at the same time. I remembered I still had a blurb he wrote about himself to get elected to our board, and he mentioned the name of the other HOA. I look that HOA up on the internet, that HOA had all their minutes posted in a public area and I started reading - which is how I found out that the other HOA hired the President's landscaping company while he was President, brought in this new PMC, etc.

I asked for IDR, a board member shows up but brings the HOA Attorney. I offer to sign the same agreement I originally signed, just use my neighbors agreement and make some changes. Not good enough - HOA attorney wants to write a new agreement which for reasons I don't want to go into, is not acceptable. I bring up we had permission to do what we did and by the way, statute of limitations is 5 years, but he just blows me off.

A couple of months later, I am still getting threatening letters from this Attorney, basically do what we want you to do or we are going to sue you. I ask to meet with the board, which I do in executive session and again offer to sign the original agreement and show them the original ARC application marked approved. (we signed that agreement once and I thought that the right thing to do would be to sign it again). No real comment from the board.

I get a certified letter two weeks before Christmas - same thing, revert the area back at our expense, sign their new agreement or we will probably end up in court.

I do some more research, and finally realize that the HOA has a procedure they are required to follow when it comes to violations - that need to have a hearing to determine if we are in violation or not. All this time, in the attorney's correspondences he writes that 'we are in violation' and that 'we have encroached', etc etc. It's not up to him, it us up the the Board to make the determination and they have never done so. In fact, it appears they are deliberately circumventing the CC&R's for whatever reason.

I wanted to go to the next board meeting and ask for a hearing and that is when I find out they changed the meeting to every other month. So now I have to wait another month. I appear at the regular meeting in Jan, talk about due process, there was supposed to be a hearing, I ask for the hearing and follow up that night with a written request for a hearing.

A month goes by - never got a response, so I ask for another IDR regarding a hearing. Just today I received a letter from the Attorney:

"In regards to your inquiry regarding a Board hearing on your unapproved XXXXXXXXX, the Association is not currently pursuing the matter due to your refusals to cooperate with the Association's efforts to resolve that issue"

So that's why I am on this forum. And some of you wonder why people hate HOA's? I knew what I was getting into when we purchased our house, and I strongly believe in law and order, but this President, and this board's actions are over the top...

And yes, it is my fault for actually believing the original agreement we signed would be properly recorded with the county - which is why I never asked for a copy.

I started a management company in 2015 because of the tactics that PMC and attorneys (law firms) would use with YOUR money. The attorney is playing the bully on YOUR dime and that of the others owners in the community. If board members can't resolve issues without calling in the bully, they need to immediately get out of the kitchen. Why are the attorney holding records, they should be in the possession of either the board or the management company.

Max - not sure what you mean when you wrote "Why are the attorney holding records, they should be in the possession of either the board or the management company." Let me try to clarify

Last summer, the HOA first sent me a certified letter regarding this alleged violation. I started asking our community manager questions via email trying to defend ourselves and to show that we didn't do anything wrong. (I was pretty ignorant of Davis Stirling at that point). How could I get a copy of the minutes, are there any ARC notes from that long ago, etc. It didn't help that our community manager appears to have been the PMC's 'web designer' who was promoted to the community manager position, when our real community manager quit, but in any case I was informed by the HOA Attorney that I was 'harassing' her due to the 'volume and tenor' of my emails. So if I want to contact the HOA for any reason, I need to contact him. So when I requested some documents, I emailed him about it...

Shelia from what I understand, the entire 5 person Board is up for election this summer. I have already obtained a copy of the members list, I have started working on a website and there are several other people in the community who feel the same way as I do. I realize that if we want change, someone has to step up and at this point I am more than willing to do so, because this is not how an HOA should treat it's members/neighbors.

Directors do have staggered terms. We completely replaced the Board of Directors in July of 2000 just by using write in candidates at the last minute. Unfortunately it feels like we jumped out of the frying pan into the fire and these new Directors were not very well vetted. Last summer 2 directors (with 2 year terms) were up for election but we did not meet quorum, so they just stayed on. So this year, from what I can tell at this point (PMC still hasn't answered my direct question) it appears there will be all 5 positions available or at the very least the 3 directors who had 3 year terms. (When I go to our HOA Portal, it indicates all 5 Director's Term ends this summer)

The members list did include emails, and they mailed them to me. The copies were legible, but just barely. A lot of typing was involved getting the info into a workable database.

(excuse any typos - ADOBE OCR is to blame)

Basic Election Procedure.
At the first annual meeting of the Members, and thereafter at each annual meeting of the
Members coinciding with the expiration of a Director's term of office or at which a vacancy on
the Board exists, the Members shall elect new Directors by secret written ballot as provided in
these Bylaws. All positions on the Board shall be filled at the first annual meeting. If an annual
meeting is not held, or the Board is not elected thereat, the Board may be elected at any special
meeting of the Members held for that purpose. Each Director shall hold office until his successor
has been elected or until his death, resignation, removal or judicial adjudication of mental
incompetence. The term of office of the three (3) Directors receiving the highest number of
votes at the first annual meeting shall be three (3) years and the term of office of the two (2)
Directors receiving the next highest number of votes at the first annual meeting shall be two (2)
years. At each annual meeting thereafter, new Directors shall be elected to fill vacancies created
by the death, resignation, removal, judicial adjudication of mental incompetence or expiration of
the terms of past Directors. The term of office of each Director elected to fill a vacancy created
by the expiration of the term of office of the respective past Director shall be two (2) years. The
term of office of each Director elected or appointed to fill a vacancy created by the resignation,
death or removal of his predecessor shall be the balance of the unserved term of his predecessor.
Any person serving as a Director may be reelected, and there is no limit on the number of terms
which he may serve. Cumulative voting must be used in the election of Directors for any
election in which more than two (2) Directors are to be selected, subject only to the following
procedural requirements: A Member may cumulate his votes for any candidate for the Board if
the candidate's name has been placed in nomination prior to the voting and if such Member, or
any other Member, has given notice at the meeting prior to the voting of such Member' s
intention to cumulate votes. If a Member cumulates his votes, such Member may cast a number
of v otes equal to the Member' s share of the voting power as set forth in the Master D eclaration,
multiplied by the number of Directors to be elected.

It's clear that the intention of the Bylaws is for staggered terms. But your HOA did not maintain that. We had a similar situation several years ago, and our HOA attorney advised us to return to staggered term by electing some directors to 2 years and one to 1 year in the next election. Your HOA attorney may advise the same: the top 2 vote getters serve 2 years, the last 2 serve one year. But note director terms are for 2 years since the first election.

James' Bylaws: "The term of office of the three (3) Directors receiving the highest number of
votes at the first annual meeting shall be three (3) years and the term of office of the two (2)
Directors receiving the next highest number of votes at the first annual meeting shall be two (2)
years. At each annual meeting thereafter, new Directors shall be elected to fill vacancies created
by the death, resignation, removal, judicial adjudication of mental incompetence or expiration of
the terms of past Directors. The term of office of each Director elected to fill a vacancy created
by the expiration of the term of office of the respective past Director shall be two (2) years."

Given CA's annoying statutes a bout election rules, which I think you've said your HOA has, you already should have some info about the election already--the date, for instance.

Need to correct my above error. Based on James' Bylaws, our attorney would suggest that at the next election the 3 directors with the most votes serve for two years, and the bottom two serve for one year.

Yes, very cool election timeline calculator. I guess no date has been set for your annual meeting and election?