HOA Procedures not based in Covenants

I am a second year Board member and it has taken a long time to sort out how things work here.

Our Covenants call for a Documents Committee but there has not been one for a number of years.

There are a number of other “procedures” concerning various issues in the neighborhood, such as parking, pets, the pool, architectural changes, use of the clubhouse, etc. These documents often contain rules that are not in the Covenants but that were randomly written into the procedure. These procedures were not officially adopted by the Board, are not signed, and may not be dated. No procedure exists for their creation or existence. Are these valid? Could residents be fined for not following them? One “rule” says “no parking in the cul de sac” when such parking is not a problem. A very rare car parks in the two neighborhood cul de sacs and this does not cause any type of problem at all.

Our president does not want to follow the Covenants. She does not want the Board to vote on any decisions. She wants to make the decisions on her own. Most of the Board members follow what she says without discussion.

I am trying to behave in a professional manner, doing my research, asking pertinent questions and bringing data concerning issues to the Board. Board members have been told that we may not email the Board as a group and may not email the Manager with issues and questions. A “code of conduct” is being written by the president for us to sign (I will not). Today I asked the president that a Documents Committee be set up, as required in the Covenants but I expect a reply with some excuse about why that cannot be done.

Keep reading your documents- see if the bylaws have language that a.lows the board to enact additional rules to address issues the bylaws and CCRS are silent about or fleash out what's already there. For example, the CCRs might not specifically mention parking, but the cul de sac parking may have come about years ago because cars were parked all over the place, some parking on the lawn or in front of a mailbox, preventing someone from getting their mail.

You don't say how long you've lived in the community,but it's possible previous boards established the rules and it's been so long everyone's forgotten how tge rule came abou. It would have helped if they'd formally established the rule through a resolution that was approved during an open board meeting and then distributed to the residents with an effective date.

That's usually how rules are established and if they need to be tweaked or dropped, that would prompt another resolution. No rule can override the documents or local, state or federal law, which is why there should be a process and careful thought applied when establishing them. It's faster to amend rules than CCRS, which require a certain percentage of homeowners to approve them - which can be A LOT harder than you think. As a practical matter, homeowners rarely read the documents in their current form - if you start adding all sorts of stuff to the documents you'll end up with an encyclopedia sized volume that no one will read, including the board.

Regarding committees, do your documents say this documents committee is mandatory? You can have standing committees or special committees that are commissioned by the board for specific reasons. You also need people willing to serve on these committees- could it be this one and perhaps a few more, died out because there wasn't anything for them to do and/or no one would volunteer? Apathy is a huge problem in HOAS - you might not have noticed it (yet). That said, I'd focus on the rules first - I working on that, perhaps other issues will be discovered that warrant such a committee.

At the next meeting note there are a lot of rules, but no official documents showing when they were approved and that can lead to of confusion and inconsistencies in enforcement. Suggest a special committee be established to get an accounting of what's out there and then look through previous board minutes to see if they can provide some history. If not, this would be a good time to restart the process, by first polling homeowners to see what's needed. If you go to the CAI website, you will see educational materials on a lot of HOA issues, including rules enforcement and you can buy a few and share them with your colleagues. Better yet, the association can buy copies for all the board members to review. Offer to spearhead that committee.

Finally, you president may think she has all the power, but as you know, she's only ONE vote and the rest of you can outvote her - if you have the guts. I'm not worried about you, but it appears the others need to grow a backbone. It's also possible they go along with whatever because they don't want to actually think and do whats required of a HOA board member. That CAI website has a Board members toolkit that provides lots of information on best practices- between that and reading your documents (all of you ) that could be all it takes for your colleagues to speak up. Until then you continue to speak on what you know is true and encourage your neighbors to attend meetings. If the see how overbearing this lady is, that may prompt them to consider if she should remain on the board. Good luck!

Betsy,

Welcome to the forum and congrats on doing things in accordance with your governing docs.

Three things come to mind:

1) If you don't have volunteers, it's hard to have a committee.
I don't know how bad membership apathy is in your Association, it's high in mine.
You might want to consider volunteering to chair the committee (although, I think the Secretary would also be a logical choice).

2) If you refuse to sign a code of conduct, expect that decision to be used against you (just being realistic).
Instead, argue the content and suggest changes. Hopefully, a compromise can come together.

3) Pick your battles.
Since others on the board follows the Presidents lead, you need to sway others to join you.
This may require waiting until you can get others who agree with you to serve on the board.

Documents and Resolutions Committee is a standing committee called for in the Bylaws. The Board has established that the Covenants have serious issues and is a #1 priority for our 2024 goals. I have volunteered to chair the committee and been told by the president that she thinks I am the only person who could do this job well. I have potential committee member volunteers.

We can have reasonable rules in a “Rules and Regulations” document but they must be voted on by the Board and reflected in the Covenants and Bylaws.

To TimB4:
1) I will chair and I have volunteers.
2) I do not want to be presented with a Code of Conduct to sign. This is not a sorority. The Board should decide if we need one, and the Board should write it.
This has all been done by the President. She wants to make decisions, she us to support her decisions, and she wants us to be confidential about her decisions.
3) This may be true. My two year term ends this year so I may run again and recruit like-minded members.

Thanks for you reply, Betsy: does your PM write Board meeting minutes?

What’s required for the Board to “take action w/o a meeting” in SC? In some states, all directors must vote and the vote must be unanimous. In others, all must vote, but the decision need not be unanimous. In all cases that I know about, the decisions that occur in these secret meetings that owners cannot observe must be recorded in the next set of open meeting minutes.* Your Bylaws may discuss this or SC corporation code. A seasoned SC poster may know this & help you.

This means that your president may NOT keep HER decisions “confidential” UNLESS it’s an executive session topic. It’s not your job to “support” the prez. It’s all directors’ job — including hers— to support your HOA’s gov. Docs. It’s the president’s job to support the BOARD’s decisions. Some Bylaws—like mine— state that a president’s duty is to see the Board decisions are carried out.

I think you know that a majority of the Board may vote the president out of that office. Perhaps in time you can turn a few directors toward supporting your documents and vote her out. She still, however, most likely will be a director.

Many HOA attorneys advise board members to sign a Code of Ethics. I think I’ve seen samples on Google.This is different than a so-called Code of Conduct. If the prez demands the latter, the Board must vote at an open meeting to approve or modify it.

What your Board or prez calls “procedures” seems to be “Rules,” and I see your docs permit Rules & Regs. So that is the language your Board should use. Since the Board agrees, get approval to put together your Committee. The Board will need to vote to approve the members and the chair— you! Most Rules will emanate from the Restrictions chapter in your CC&Rs. But some will be new and unique. Gather every rule, “procedure” or “policy” and sort into three piles:

1. Those that’re unenforceable or that never have been enforced because they’re not needed. You’ll rec to the Board to omit them.

2. Rules that the committee agrees are necessary and enforceable and reasonable.

3. Those that are ambiguous, and need suggestions for clarification modification, better wording, etc.

4. New Rules the the Committee realizes are needed. Here, your Committee or the Board may want to consider Shelia’s suggestion of surveying the community for Owners’ " advice" on possible new Rules. OR, the board can approve the proposed Rules and send them out for owners' comments and seek their suggestions.

Your Committee also may want a separate set of Rules for your ARC activities. My HOA and others have a set of rules called Architectural Guidelines (or similar). These would defer to and adhere to your covenant’s chapter on Architectural Control (or similar).

Finally, your committee will want to rec a Schedule of Fines. Your New rules document might also contain the tips to discipline Owners violation if not already someplace else.

And, you’re right, no Rules may contradict, or conflict with, your covenants (or Bylaws either, if applicable). Submit your Committee’s report to the Board with your Committee’s recommendations.

* In Calif., taking action without a meeting may ONLY occur for emergencies.
** I led the updating of our Rules & Regs in late ’22. And we high rise condos have a lot (15 pages!).