BOD Voting in SMALL HOA

Started by RichardM29 • 5 replies • 161 views

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RichardM29 (Virginia)
Posts: 43

Posted:

The question is --- absent any written procedures for the BOD in our small (16 single family homes) HOA --- what actions must receive BOD approval before being executed by the Officers?

Here's another factor: there are four officers (President, Vice President, Treasurer, and Secretary) and the exact same individuals comprise the Board of Directors. OK, the drawbacks are obvious: tie votes being the biggest one. But here's the thing: there's a feeling on this BOD that NOTHING should happen without a vote. Time for some tree maintenance? I can go out and interview three contractors and pick the best based on past performance and price, but no, we need to meet and discuss and then vote. And its tough to even get a meeting because of people's travel schedules.

It seems reasonable to me to let the President fulfill his duties as long as the budget is observed. BOD members have access to all transactions. If they don't like what I am doing, they can replace me. (Which they won't because no one in the HOA wants the job).

SheliaH (Indiana)
Posts: 6,964

Posted:

If you don't have any written procedures, it would appear it's time you drafted some. You could start by reviewing your documents to remind yourselves of each officer's duties and then put together procedures that will give them some freedom to do certain things without a vote.

For example, everyone can vote to contact a specific vendor for tree maintenance and then you could have a procedure where the president could contact that vendor to inspect the tree and see what's needed, then authorize the work up to a certain amount. Anything higher than that would be subject to a board vote, as it should be. Everyone should be expected to keep the others informed of what's going on - a weekly or bi-monthly summary emailed to everyone could suffice and you can bring your questions to the meeting. Of course, homeowners would have a right to review those emails and all actions should have some sort of verifiable backup like invoices.

All of you have one vote, but even though you're the president, you aren't God. Voting on association actions is what boards are supposed to do, so if you're president, you should talk to your colleagues about the delays in getting things done (caused in part by their failure or refusal to make themselves available for meetings). Sometimes people need to see the problem - if they come to you and ask why something wasn't done, simply reply it didn't happen because it required a board vote and THEY weren't available. If they've found they don't have enough time to serve, it may be time for them to step down.

On the other hand, you don't need a property manager, per se - perhaps you could hire a handyman and a bookkeeper to do certain tasks to take the load off. The others may not want to spend the money but if they don't want to take the time and meet, this might be the only option.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

TimB4 (Tennessee)
Posts: 21,059

Posted:

Richard,

Directors makes the decisions for the Association.

Officers implement those decisions.

If money is being spent, then the board needs to approve.

Now, having served as the Maintenance officer for my past association, I would request that the board authorize me to enter into a contract to do xyz and not to exceed $$$.
The board would approve and now, I have the authority to do what you are asking if you can do, up to a specific amount.

Since you said the President should fulfill their duties, lets explore what those duties are:

As President of the Association, you are responsible for the following:

• Preside at all meetings of the Association
• Set the Agenda for all meetings (with input from the Board)
• Prepare Meeting Package
• Primary Co-signer of all checks (if two signatures are required in your governing documents)
• Verify that the decisions of the Board are carried out
• Verify that the Association is in compliance with the governing documents
• Verify that the Association is in compliance with State & Federal laws
• Shall sign all written instruments of the Association
• Be the “face” and voice for the Association

Those are really all the "duties" of a President of an HOA/COA

ElleN (Idaho)
Posts: 4,420

Posted:

Quote:

The bad news: Per statutes; the Articles of Incorporation and the Bylaws, all actions over which the board has authority must receive BoD approval.

The good news: The board can vote to delegate authority to act on lesser actions to the President, other officers and the HOA manager. Sometimes the line is not bright, whence hopefully the officers or HOA manager are smart enough to ask the board if they can do xyz.

Quote:

Posted By RichardM29 on 01/29/2024 12:09 PM
Here's another factor: there are four officers (President, Vice President, Treasurer, and Secretary) and the exact same individuals comprise the Board of Directors. OK, the drawbacks are obvious: tie votes being the biggest one. But here's the thing: there's a feeling on this BOD that NOTHING should happen without a vote. Time for some tree maintenance? I can go out and interview three contractors and pick the best based on past performance and price, but no, we need to meet and discuss and then vote.

Yes, it truly sucks sometimes.

However, I for one am adamant that unless it is an emergency situation, the board must vote on a contract with a vendor.

Quote:

Posted By RichardM29 on 01/29/2024 12:09 PM
And its tough to even get a meeting because of people's travel schedules.

I think best practice is to set the boards' monthly meeting dates for the coming year at the first meeting of a newly elected board. Also consider holding board meetings partly or entirely by Zoom.

Quote:

Posted By RichardM29 on 01/29/2024 12:09 PM
It seems reasonable to me to let the President fulfill his duties as long as the budget is observed. BOD members have access to all transactions. If they don't like what I am doing, they can replace me. (Which they won't because no one in the HOA wants the job).

The board should give whoever is doing the bulk of the day to day operations a spending limit for certain categories of things.

Unfortunately it is usual nationwide for one person to carry the lion's share of the work. Some of your board may not realize they are damn lucky to only have to show up to vote at board meetings. Your fellow directors may need some "reminding." Keep reading at this forum for more on this.

DouglasK1 (Florida)
Posts: 2,046

Posted:

Quote:

Posted By RichardM29 on 01/29/2024 12:09 PM
The question is --- absent any written procedures for the BOD in our small (16 single family homes) HOA --- what actions must receive BOD approval before being executed by the Officers?

Here's another factor: there are four officers (President, Vice President, Treasurer, and Secretary) and the exact same individuals comprise the Board of Directors. OK, the drawbacks are obvious: tie votes being the biggest one. But here's the thing: there's a feeling on this BOD that NOTHING should happen without a vote. Time for some tree maintenance? I can go out and interview three contractors and pick the best based on past performance and price, but no, we need to meet and discuss and then vote. And its tough to even get a meeting because of people's travel schedules.

It seems reasonable to me to let the President fulfill his duties as long as the budget is observed. BOD members have access to all transactions. If they don't like what I am doing, they can replace me. (Which they won't because no one in the HOA wants the job).

Most typically all officers are directors, so that is not unusual. Most associations have an odd number of directors to help prevent ties, not all directors need to be officers.

As far as what needs to be approved, in my last association regular monthly budgeted expenditures like utilities were handled by the treasurer without a board vote. Anything else budgeted or not that involved spending money was voted on in some form. Sometimes that was the board selecting a vendor, other times for smaller projects the board would authorize a director to spend up to a certain dollar amount and that director would get bids and choose.

I'm pretty sure I've read here that in some associations even regular monthly bills are approved by the board, possibly by Kerry.

You could try to get the board to approve a blanket authorization to spend up to a ceiling amount for small projects, but if they are all micro-managers they might not be willing. As far as what the president is allowed/required to do, that should defined in your bylaws or CCRs, what do they say?

Escaped former treasurer and director of a self managed association.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Note:

If travel schedules are an issue, you may be able to do an action without a meeting.
If your governing documents do not prohibit such action, corporate statutes allow it.

This takes unanimous consent (everyone agrees).
Documentation of the action (emails) are attached to the minutes of the next board meeting.

see: 617.0821 Action by directors without a meeting.

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