Our CCO taps in the Deputy CCO

We sent our brief response to the CCOs letter yesterday (see https://www.hoatalk.com/Forum/tabid/55/forumid/1/postid/381656/view/topic/Default.aspx).

Today we received the following email from, lets call them the Deputy CCO:

Mr. Brannon, HOA President

Dear Sir:
We neighbors of [name] HOA do not agree with your proposals. We have been operating quietly and peaceably for more than 25 years. We have been a good law abiding HOA with very few disputes. But with the current leadership, we are experiencing a tremendous amount of upset Homeowners. You may deny the fact that most of the Owners are not wanting any changes made to our CC&Rs. We do not want any other parts changed, except we are demanding 5 Board Members vs the three we have at this point in time. We are asking for fair participation in our HOA and our approval on any changes in the operation and spending of the Board.

The TN Nonprofit Corporation Act is very explicit in addressing that an HOA "must maintain a fair system for member participation and decision-making, You seem to be pushing for an exclusive Board run HOA. We want have some input in the spending of HOA funds.

Sincerely,

Deputy CCO
And Other [not identified] HOA members

I'm of the expectation that they sent this to the entire membership minus the board.
At the very least, they sent it to the 8 lots our CCO included in their email.

As a side note, no one other than the current board has volunteered to serve on next years board.

our draft response

The Board thanks your for your input. In case you are not aware, this Board supports having 5 individuals as Directors. Five Directors would increase membership representation, allow the officer positions of secretary and treasurer to be separated and allow for the creation of a maintenance officer to oversee the upkeep of the entrance monuments. To make this occur, amendments to the Bylaws would be required.

This Board has made the decision, and informed the membership of that decision, not to bring bylaw amendments to the membership this year. With the attempt last year dividing the membership, the Board wants to give the membership an opportunity to unify before an attempt is made in the future. The Board goes into more detail in our August newsletter to be published soon.

You mentioned one of our other, and the main, governing documents, the Covenants, Conditions and Restrictions (aka CC&Rs and the Restrictions). The Board sees a need to amend all the governing documents and will go into some detail for the reasons they should be amended at our annual meeting. However, this Board will not be proposing amendments to the CC&Rs or the Charter/Articles of Incorporation for several years.

Thank you again for your input and comments for the Board to consider.

For the Board,

Appreciate your input and opinions.

Tim

Ellen, we could.

However, all of our governing documents are silent about Directors. Therefore, it's not simply about changing the number, it's adopting a whole section about Directors, who can serve, how many, a fixed amount or a range if there aren't enough volunteers, how are vacancies filled, how to remove directors, should directors be compensated, should directors be indemnified, etc.

It's not an easy change.

As you know, we attempted this last year and divided the membership. We need to approach any amendment differently and allow members to unify before bringing this issue to the membership again.

Yes, I remember. Your HOA has "only" the nonprofit corporation act for requirements for directors.
I disagree that a proposed amendment has to include this. Why? Because the nonprofit corporation act addresses removal, filling of vacancies, indemnification, compensation and more, and in some detail.

Your board is on record as wanting five directors. But is the truth actually: The board would like five directors but only with certain other things, too?

Writing a proposed amendment that has a range is not difficult, IMO. E.g.

"The HOA shall be managed by a board pursuant to the nonprofit corporation act. The board shall consist of at least the minimum required by statute but may have as many as five directors. At each annual election, five open seats will appear on the ballot. All directors shall be owners or majority co-owner of a lot within the boundaries of the HOA."

I would do the survey. Otherwise, you all do not sound serious about wanting five directors.

I personally do not like a five director board for such a small HOA (under 30 lots?). But your board says otherwise.

Added the following questions to the survey:

1) Should the membership consider Bylaw amendments in 2026 Yes No

2) Would you support a Bylaw amendment be included to allow for a range of Directors (no less than 3 and no more than 5) ? Yes No

I'll write an article to address the desire, the need for additional amendments and the different process that would be used to solicit input.

In addition to the above, I am concerned that two HOA-law-illiterate CCO types would join the board, be a burden and waste much time.

But it sounds like your board is unhappy with the strife and is trying to be reasonable. Hence the survey re social events and now perhaps an increase in the number of board seats. It makes sense.

Your latest version (of three or so versions) of the survey question regarding increasing the number of directors looks good.

Got it, regarding 83 lots.