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AndrewL6 (Florida)
Posts: 8
Posted:
Hello all - I found this group randomly today, and I'm hoping y'all can provide some guidance.

I successfully led a repeal/replace ballot against our previous board of directors, and now reside as President over a 138 single family home HOA with a number of challenges.

The previous President came to power in July of last year. He was almost immediately informed by an attorney he hired that our covenants had expired for all parcels under MRTA (oh no.. not another MRTA thread, right? Just wait.. it gets juicy). The attorney advised him to "do nothing" until covenants were revitalized. The former President instead choose to extort homeowners and operate as if the association still had authority, to include threats of liens on people for being a few days short on an illegal demand for annual assessments. We suspected we were out of compliance with MRTA, but it wasn't until later, during binding arbitration that it was identified by the HOA attorney. The binding arbitration was necessary because the previous board voted to reject 6 of our ballots repealing and replacing all four members - which at that time were two husband/wife duos (a tradition for 2 decades prior, with different people.) The summary judgement order was in June, yet as of today, the previous board has refused to hand over any HOA property.

We are literally operating on donations to maintain our grounds. We have no true amenities - 4 common areas - 2 that abut a lake (the lakefront itself owned/maintained by a secondary master HOA), 1 that has a small area for dogs. All have drainage features - essential in Florida. It is therefore in our best interest to revitalize.

I'm working with an old college friend - a real estate attorney, who is providing some pro bono assistance on our matters against the previous President - the mastermind and the obvious person to pocket the money (he has a criminal record from Texas). He orchestrated a consult with another attorney who's better versed on MRTA. I almost choked at the fees.. more than $7000. We're barely hanging on as is.

My treasurer and the previous President share easement that connects the rest of the neighborhood to the lake. He's using that, and some other subterfuge to wreak havoc on my treasurer's family, and every time LE is called.. it reverts back to being a civil matter because they either can't prove that the rocks thrown from his back yard into hers (which almost hit her children once) came from his hand.. or because he was walking in the common area and therefore can't be trespassed when he's spraying weed killer all over the grass adjacent to their house. So.. we have good reason to move things forward with revitalization. We placed a civil theft demand letter on his door last week, so he's even more sour now..

The problems (knowing this isn't a place for legal advice, but also knowing someone else might have some first hand experience):

1) We have no bylaws. The previous board provided a photocopy of bylaws from somewhere else, signed them and submitted as part of the arbitration process. The document itself wasn't even complete when we received a copy. Does that matter? Arbitration was through DBPR, but they're not the courts.. so I would think we'd need to write new bylaws - which I would prefer.

2) When I consulted with that second attorney, she disagreed with me that we had the ability to provide an altered version of the CCR's to remove out things we no longer agreed with. Being we're an existing corporation, 720.405(3) seems to support her - but it only refers "existing articles of incorporation and bylaws," and not the CCR's. I'm assuming that CCR's are considered included within this.. as it would support her statement. If she's incorrect here, then would our ridiculous 90% approval (of all homeowners) of amendment apply here, or would the simple majority have that capability?

3) We're going to have to revitalize ourselves, without the help of an attorney. We'll be speaking with a title company to assist with the fact finding. Any other advice is appreciated.

4) Assuming we revitalize CCR's as is, any advice is appreciated for how to get 90% of homeowners (including roughly 25% of those homes being owned by absentee landlords) to approve of an amendment adding "at a meeting with a quorum" - which would at least make it far more feasible to pass reasonable amendments in the future

5) We communicate with 50% of the homeowners via email. I'm assuming that even in the case where we have direct communication with a homeowner, we still must provide a physical copy of all documents as opposed to emailing them a scanned package for their review and signature?

Thank you for your time!
SheliaH (Indiana)
Posts: 6,964
Posted:
That's the thing about recalls - sometimes they are very necessary because the people in charge have run the place into the ground, but it's only after they're gone and the dust has settled that the new regime sees they've taken on a TON of problems. I'm glad you appreciate that putting Humpty Dumpty back together will not be easy or happen overnight - and it won't be cheap.

For the most part, you need legal advice to deal with at least half of your issues. It's nice that your real estate attorney friend is offering to help, but for the MRTA stuff, you may need one who specializes in HOAs to help you with revising/resurrecting the CCRS. I know you don't have any money, but from what I've seen of previous conversations on MRTA, this isn't something you should even attempt to do yourselves. You have to think ahead and ensure the new documents will stand up in court and if the homeowners refuse to pony up the money to do this correctly, not only will the papers be worth the equivalent of used toilet paper, not having a formal HOA could put their personal assets at risk.

To wit, you said the community's common areas border the lake that's the property of a master HOA. I'm concerned that if someone got hurt on your property, not having a formal HOA or master insurance would make all homeowners individually liable for damages. This may be something you can emphasize to the homeowners as you begin communicating with them on what the stakes are. Have a town hall meeting with the attorneys where you can lay out the major issues the board (such as they are) have to deal with first and how much this will cost the homeowners - everyone needs to pay something to get the process started. The attorneys could answer questions in case no one believes you.

Get your documents in order first. As to how you might get everyone to cooperate, you will have to be candid with everyone and perhaps hold more than one town hall meeting to keep everyone informed. For the people with snail mail, you'll just have to send them paper copies for their review. Printing and postage isn't cheap, but you want to make sure everyone's reached. You can always tell people they can opt to receive their information via email, but need to ensure the association has the correct address.

For the actual vote, the attorneys could review what you do have (such as the bylaws are) to see if you can use proxies where people came return with their vote. For something major like a document revision, it may be helpful to ask the attorneys if you should require the homeowners have them notarized to ensure whoever signed it is listed as a homeowner. Most of the time, you can go to a bank where you have an account and one of their notaries will witness the signature for you at no charge, so that shouldn't be a problem.


If it is not right do not do it; if it is not true do not say it. Marcus Aurelius
ElleN (Idaho)
Posts: 4,420
Posted:
Quote:
Posted By AndrewL6 on 10/21/2023 10:58 AM

I successfully led a repeal/replace ballot against our previous board of directors, and now [p]reside as President over a 138 single family home HOA with a number of challenges.
[snip]
as of today, the previous board has refused to hand over any HOA property.
I have seen this before. A former board director-president kept a HOA-owned computer tower and a few other things. The incumbent board had the HOA attorney go after him to get back the property. The HOA won a default judgment, due to the former director-president) not showing up.

Quote:
Posted By AndrewL6 on 10/21/2023 10:58 AM

1) We have no bylaws. The previous board provided a photocopy of bylaws from somewhere else, signed them and submitted as part of the arbitration process. The document itself wasn't even complete when we received a copy. Does that matter?
Communicating via an online forum is hard. I am going to do a brain dump, with the understanding that you may already know much of what I say. My goal is to help better prepare your board for the next meeting with the HOA attorney.

Certain important covenants have expired. However, the HOA corporation does not cease to exist.

In my opinion, FS 617 requires bylaws. Please read in particular FS 617.0206. Contact the Florida Secretary of State (corporations yada division) and see if per chance they have a copy of the original bylaws on record. Check to see whether per chance the county has a copy of the bylaws. If you absolutely cannot locate a copy of the original bylaws.

Disregard anyone who says the bylaws will not be with the Secretary of State or the county. What is important is that they might be. I base this on real-life experience hunting down bylaws for corporations.

Quote:
Posted By AndrewL6 on 10/21/2023 10:58 AM
2) When I consulted with that second attorney, she disagreed with me that we had the ability to provide an altered version of the CCR's to remove out things we no longer agreed with.
So far I agree with you that certain alterations are in fact allowed. See FS 720.404.

Now you have a bona fide tiff with this attorney. Working with her may be no fun at this point.

Quote:
Posted By AndrewL6 on 10/21/2023 10:58 AM
Being we're an existing corporation, 720.405(3) seems to support her - but it only refers "existing articles of incorporation and bylaws," and not the CCR's. I'm assuming that CCR's are considered included within this
No, the CCRs are not a part of the Articles of Incorporation or the Bylaws.
Quote:
Posted By AndrewL6 on 10/21/2023 10:58 AM
.. as it would support her statement. If she's incorrect here, then would our ridiculous 90% approval (of all homeowners) of amendment apply here, or would the simple majority have that capability?
You are going to have to cite from where these percentages came.

Quote:
Posted By AndrewL6 on 10/21/2023 10:58 AM
3) We're going to have to revitalize ourselves, without the help of an attorney.
Do not do this. Revitalization is an intensely complicated legal matter. I have been having discussions about the Florida MRTA for a few years now. I am well-grounded in HOA law IMO, with one exception: The various states' MRTAs.

Final comment for now: You might be mistake about the legality of the HOA assessing owners with certain covenants expired. In fact, it might be legal to do so. You should talk to an attorney about this. The gist of the reason for this is that IIRC, only certain covenants expire. Covenants pertaining to assessments might very well be legally enforceable right now.
AndrewL6 (Florida)
Posts: 8
Posted:
Quote:
Posted By SheliaH on 10/21/2023 12:45 PM

For the most part, you need legal advice to deal with at least half of your issues. It's nice that your real estate attorney friend is offering to help, but for the MRTA stuff, you may need one who specializes in HOAs to help you with revising/resurrecting the CCRS. I know you don't have any money, but from what I've seen of previous conversations on MRTA, this isn't something you should even attempt to do yourselves. You have to think ahead and ensure the new documents will stand up in court and if the homeowners refuse to pony up the money to do this correctly, not only will the papers be worth the equivalent of used toilet paper, not having a formal HOA could put their personal assets at risk.

Unfortunately, the attorney I'm using doesn't focus on MRTA - which is why he brought in a colleague from another firm that does specialize.

Assuming we went the route of revitalizing the CCR's AS IS, what specific challenges do you foresee if we went this alone - assuming we use a title company to assist with document searching?

Quote:
Posted By SheliaH on 10/21/2023 12:45 PM
To wit, you said the community's common areas border the lake that's the property of a master HOA. I'm concerned that if someone got hurt on your property, not having a formal HOA or master insurance would make all homeowners individually liable for damages.

We were fortunate to have our insurance renewal come to the Secretary prior to this rouge board, and we had homeowners pitch in to pay for it already. We're solid there.

Thanks for the thoughts. It's a lot to ponder.
AndrewL6 (Florida)
Posts: 8
Posted:
Quote:
Posted By ElleN on 10/21/2023 1:07 PM
I have seen this before. A former board director-president kept a HOA-owned computer tower and a few other things. The incumbent board had the HOA attorney go after him to get back the property. The HOA won a default judgment, due to the former director-president) not showing up.

We lack EVERYTHING. Bank account was switched a year ago, and after that we have zero records. Money is unaccounted for, so we're obviously going after it.

Our neighborhood is already weary. There are holdouts that still think this guy is the bees knees. People are tired of it, and I believe it will be difficult to convince enough households to pitch in financially for all of this.

Quote:
Posted By AndrewL6 on 10/21/2023 10:58 AM

Posted By ElleN on 10/21/2023 1:07 PM
Communicating via an online forum is hard. I am going to do a brain dump, with the understanding that you may already know much of what I say. My goal is to help better prepare your board for the next meeting with the HOA attorney.

Thank you. To be clear, the only attorney I'm actively working with is assisting with our civil theft case with the previous President. He does not handle MRTA issues, so at this point, unless I can find another attorney who can do pro bono - or for a very reduced rate, I believe it will be difficult to raise the necessary funds. I'll most likely be calling a few firms this week.

Quote:
Posted By ElleN on 10/21/2023 1:07 PM
Disregard anyone who says the bylaws will not be with the Secretary of State or the county. What is important is that they might be. I base this on real-life experience hunting down bylaws for corporations.

I met with the previous VP who re-established articles of incorporation 20 years ago. He didn't have bylaws, and he kept meticulous records. We've checked the county - but only online. I'd already intended to take a trip down to the clerk of court. By Secretary of State, I'm going to assume you mean FL DBPR, which doesn't have anything loaded in the system beyond our articles of incorporation and each annual update on who are the officers of the corporation. I'll need to call them.

Quote:
Posted By ElleN on 10/21/2023 1:07 PM
you have a bona fide tiff with this attorney. Working with her may be no fun at this point.

Yeah.. not paying her $7k.

Quote:
Posted By ElleN on 10/21/2023 1:07 PM
are going to have to cite from where these percentages came.

Our CCR's state they may not be amended without approval of 90% of lot owners for the first 40 years, and thereafter it drops to 75%.

Quote:
Posted By ElleN on 10/21/2023 1:07 PM
Do not do this. Revitalization is an intensely complicated legal matter. I have been having discussions about the Florida MRTA for a few years now. I am well-grounded in HOA law IMO, with one exception: The various states' MRTAs.

Sans the bylaw issue, I'm trying to better understand what specifically is complicated about this, if we were to revitalize everything as is?

Quote:
Posted By ElleN on 10/21/2023 1:07 PM
Final comment for now: You might be mistake about the legality of the HOA assessing owners with certain covenants expired. In fact, it might be legal to do so. You should talk to an attorney about this. The gist of the reason for this is that IIRC, only certain covenants expire. Covenants pertaining to assessments might very well be legally enforceable right now.

When I took over, I had a number of phone calls and emails with the attorney that the previous President had hired and used throughout this entire process - the one who told him that he should do nothing prior to revitalization. I have it in writing that she believes he should not have acted as if assessments were required. This was confirmed by the second attorney I spoke to about this - with the caveat that we could ask for people to voluntarily pay for annual assessments.
TerriS6 (California)
Posts: 3,284
Posted:
To amend your governing documents, 75% is common but we have 51% and California requires secret written ballots - it can be done completely by mail.

Maybe amend your election rules to prevent 2 spouses and co-owners from serving on the board at the same time.
ElleN (Idaho)
Posts: 4,420
Posted:
Quote:
Posted By AndrewL6 on 10/22/2023 6:07 AM
To be clear, the only attorney I'm actively working with is assisting with our civil theft case with the previous President. He does not handle MRTA issues, so at this point, unless I can find another attorney who can do pro bono - or for a very reduced rate, I believe it will be difficult to raise the necessary funds. I'll most likely be calling a few firms this week.
[snippage]

I met with the previous VP who re-established articles of incorporation 20 years ago. He didn't have bylaws, and he kept meticulous records. We've checked the county - but only online. I'd already intended to take a trip down to the clerk of court. By Secretary of State, I'm going to assume you mean FL DBPR, which doesn't have anything loaded in the system beyond our articles of incorporation and each annual update on who are the officers of the corporation. I'll need to call them.
Do visit the County Clerk (not the clerk of court) and go through everything on file for the HOA. I think DBPR is different from the "Florida Secretary of State, Division of Corporations." For the latter's contact information, see https://dos.fl.gov/sunbiz/

Quote:
Posted By AndrewL6 on 10/22/2023 6:07 AM
Sans the bylaw issue, I'm trying to better understand what specifically is complicated about this, if we were to revitalize everything as is?
For one, things become complicated the instant any owner objects, potentially on a variety of grounds. If an owner lawyers up to oppose revitalization, and sues the corporation, then the HOA's legal bills are going to rise.

Many owners do not want covenants and prefer to leave the covenants expired.

If your board fails to dot every i and cross every t, then the revitalization is subject to challenge.

If your board is determined to do a do-it-yourself revitalization, then here's a start:

https://floridajobs.org/community-planning-and-development/programs/community-planning-table-of-contents/homeowners-associations-covenants

As you seem to be aware, some law firms specialize in revitalization. I am not persuaded that they are trying to rip people off (because say, a do-it-yourself revitalization is within the capability of a layperson).

I do not like attorneys. But this is an instance where, if my HOA's directors (board) said they intended to do the revitalization themselves, I would laugh. I might vote against just because the risk is so great of messing this up, leading to legal expenses.

I hear you about what the attorneys said about assessments. I might take a look and post back. The legalese is thick.

AndrewL6 (Florida)
Posts: 8
Posted:
Quote:
Posted By ElleN on 10/22/2023 2:44 PM
Do visit the County Clerk (not the clerk of court) and go through everything on file for the HOA. I think DBPR is different from the "Florida Secretary of State, Division of Corporations." For the latter's contact information, see https://dos.fl.gov/sunbiz/

Sunbiz is part of DBPR. Already been down that road, beyond a physical call to them to verify they don't have any additional documentation that isn't already loaded on their online portal.

Quote:
Posted By ElleN on 10/22/2023 2:44 PM
Many owners do not want covenants and prefer to leave the covenants expired.

If your board fails to dot every i and cross every t, then the revitalization is subject to challenge.

If your board is determined to do a do-it-yourself revitalization, then here's a start:

https://floridajobs.org/community-planning-and-development/programs/community-planning-table-of-contents/homeowners-associations-covenants


I've been utilizing that website as a reference for a number of months already. Hence why I came to this forum to address very specific circumstances.

The majority of homeowners are already aware that we need to revitalize, and while I'm sure there might be some opposed, we are not in an affluent neighborhood where I believe someone would willingly spend the money to hire an attorney just to stick it to the HOA. I've only been in the neighborhood a little over 4 years, but plenty of those who've been here since the beginning attest to this having been a relatively peaceful neighborhood.

I'm all about dotting every I and crossing every T - which is why I'm taking my time to learn everything I can, and get the advice... hopefully from other Floridians better versed in the specifics of our state.

Quote:
Posted By ElleN on 10/22/2023 2:44 PM

As you seem to be aware, some law firms specialize in revitalization. I am not persuaded that they are trying to rip people off (because say, a do-it-yourself revitalization is within the capability of a layperson).

I do not like attorneys. But this is an instance where, if my HOA's directors (board) said they intended to do the revitalization themselves, I would laugh. I might vote against just because the risk is so great of messing this up, leading to legal expenses.

I hear you about what the attorneys said about assessments. I might take a look and post back. The legalese is thick.


Considering the attorney I am working with is an old friend from college, I didn't once (and still do not) believe that the colleague he referred me to for MRTA was trying to rip me off. Quite the contrary: as a small business owner, I understand that there are costs associated with this - and much of that cost is time. I've already put countless hours into this process - over a year now since the day I agreed to head up the repeal/replace ballot. The whole way, we've done this without paying an attorney. I will exhaust every avenue prior to going to my homeowners to ask for money, because when I ask them for it - I want to ensure that I can say with sincerity that I'd exhausted every other avenue.

I get your caution here, but I believe risks are worth taking, if proper research and disaster mitigation is in prior place.
ElleN (Idaho)
Posts: 4,420
Posted:
Quote:
Posted By AndrewL6 on 10/22/2023 5:58 PM
Sunbiz is part of DBPR.
No, it is not. The Florida DBPR is a Florida government department unto itself.

The Division of Corporations is under the Florida Department of State. The Florida Department of State is completely different from the Florida DBPR.
See

https://www.flgov.com/wp-content/uploads/2023/09/EOG-Org-Chart-9-11-23.pdf

and

https://dos.fl.gov/about-the-department/.

To cover all bases, I suggest you contact the Division of Corporations (in the Florida Department of State), using the contact info at the link I provided earlier.

Quote:
Posted By AndrewL6 on 10/22/2023 5:58 PM
I'm all about dotting every I and crossing every T -
From reading your posts, I am not seeing this. I suggest you either go to law school for three years, pass the bar, and get a few years experience supervised by a senior attorney specialized in MRTA, or hire an attorney specialized in MRTA.
ElleN (Idaho)
Posts: 4,420
Posted:
An article that speaks to instances where owners might still be legally obligated to pay assessments even if the covenants have expired:
https://www.palmbeachpost.com/story/business/2018/10/10/even-after-covenants-expire-hoa/7039716007/
AndrewL6 (Florida)
Posts: 8
Posted:
Quote:
Posted By ElleN on 10/22/2023 7:12 PM

The Division of Corporations is under the Florida Department of State. The Florida Department of State is completely different from the Florida DBPR.
See

https://www.flgov.com/wp-content/uploads/2023/09/EOG-Org-Chart-9-11-23.pdf

and

https://dos.fl.gov/about-the-department/.

To cover all bases, I suggest you contact the Division of Corporations (in the Florida Department of State), using the contact info at the link I provided earlier.

Pardon, I was confusing DBPR's relation - but my initial point about having already gone through sunbiz, and therefore the Dept of State, is still valid.

Quote:
Posted By ElleN on 10/22/2023 7:12 PM

From reading your posts, I am not seeing this. I suggest you either go to law school for three years, pass the bar, and get a few years experience supervised by a senior attorney specialized in MRTA, or hire an attorney specialized in MRTA.

Considering this is a message board, and not a full fledged conversation, I find your comment to be flippant, and your attitude to be unappetizing. Feel free to see yourself out of this one, as I made it pretty clear in my last response to you that I'm looking for advice from those within my own state, who have a better grasp on the nuances of FL law.

AndrewL6 (Florida)
Posts: 8
Posted:
Quote:
Posted By ElleN on 10/22/2023 7:22 PM
An article that speaks to instances where owners might still be legally obligated to pay assessments even if the covenants have expired:
https://www.palmbeachpost.com/story/business/2018/10/10/even-after-covenants-expire-hoa/7039716007/

Most of that doesn't apply to us. All homes were built within a few years as part of a much larger master planned community. The only tangible property we maintain are the "common areas" which are mostly drainage ditches which the county dredges every 4 years.

Again, I've already had discussions with the former HOA attorney about this.
ElleN (Idaho)
Posts: 4,420
Posted:
Quote:
Posted By AndrewL6 on 10/22/2023 7:27 PM
Considering this is a message board, and not a full fledged conversation, I find your comment to be flippant, and your attitude to be unappetizing.
The only reason I do not find your attitude to be "unappetizing" is because you are a mere one of many who thinks they do not need no stinkin' lawyer, because they think they can cookbook their way through a complicated, statute-based legal process that also has a fair amount of case law underlying it.

This it the best HOA forum on the net. And there is not a single Floridian or non-Floridian on this forum who can get you through revitalization.

But I hear you that you think I should respect your intelligence and believe in your abilities.
AndrewL6 (Florida)
Posts: 8
Posted:
Quote:
Posted By ElleN on 10/22/2023 7:50 PM

The only reason I do not find your attitude to be "unappetizing" is because you are a mere one of many who thinks they do not need no stinkin' lawyer, because they think they can cookbook their way through a complicated, statute-based legal process that also has a fair amount of case law underlying it.


Your first mistake was putting words in my mouth and thoughts in my head that just are not present. You know nothing about me, this situation, etc, yet you've jumped on here immediately coming to false conclusions.

I would MUCH PREFER to hire an attorney. Never said otherwise.

As far as "cookbooking" - there are plenty of examples in this nation's history where people tackled far greater legal mountains, such as their own criminal defense for murder.

I don't want to "cookbook" anything, but I'd rather be prepared in case I have no other choice - but thanks for jumping to those conclusions.

Quote:
Posted By ElleN on 10/22/2023 7:50 PM

This it the best HOA forum on the net. And there is not a single Floridian or non-Floridian on this forum who can get you through revitalization.


I don't doubt that this is a great forum - never said anything to the contrary. You alone are not this forum, however.

Quote:
Posted By ElleN on 10/22/2023 7:50 PM

I never assumed that anyone here would be able to "get" us through anything.

You've given your opinion - thanks. I'd like to hear from others on this forum. If they validate everything you say - great! If they have a difference of opinion, or have alternative suggestions, I'm all ears.


Quote:
Posted By ElleN on 10/22/2023 7:50 PM

But I hear you that you think I should respect your intelligence and believe in your abilities.

I didn't come on here to be judged or lectured, I came here seeking knowledge. I don't care what you think of my intelligence level or my abilities, but I do expect a basic modicum of respect as an individual, coming here looking for advice without the snark.

TerriS6 (California)
Posts: 3,284
Posted:
ElleN wrote: ". I am well-grounded in HOA law IMO, with one exception: The various states' MRTAs."

The first time our treasurer came to court to represent our defendant HOA, she announced to the judge "I have a legal background." I almost fell out of my chair. Her legal "background" consists of talking to lawyers occasionally in the course of her non-HOA job. She lost that case along with the next two cases.

AndrewL6 (Florida)
Posts: 8
Posted:
Quote:
Posted By TerriS6 on 10/23/2023 6:43 AM

The first time our treasurer came to court to represent our defendant HOA, she announced to the judge "I have a legal background." I almost fell out of my chair. Her legal "background" consists of talking to lawyers occasionally in the course of her non-HOA job. She lost that case along with the next two cases.


She sounds like the ex-con we removed from power.

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