Member at Large Acting as a Board of One

posted so I could get a direct reply from all

I have read all these postings with urgency for myself and my association (I am on our board, and the secretary of that board). Our HOA Charter (governing documents) clearly states that the board of Directors only elect Officers, and are the only ones with the right to remove Officers and appoint and fill vacancies on our board of directors!

A few disgruntled members of our association have a petition signed by members (I have not yet received the original document)that was presented to the President after a board meeting was adjourned (no quorom present)requesting a special meeting of the members and ALL board members removal. Following his receipt of these papers the president of our HOA sent a post card (without discusion to the rest of the HOA board)...to all BOARD members resigning from his Presidency and the Board in accordance to the petition presented to him (not in accordance to the Charter, but the petition). He obviously felt intimidated, but that should not have excused his knowledge of our Charter.

Following the receipt of the Presidents post card, another board member, the asst. Treasurer sent his resignation to me stating "he does not care to be part of this, and does not want to tangle with this," and said, "he is tendering his resignation to the board," and presented it to me, the secretary of the board.

We are now with a board member (petitioner's supporter)whom is a member at large of the board, in possesion of the original documents and calling a special meeting of the members for removal of the board and the election of an interim commitee to operate the day to day business of the HOA. This person has sent members of the HOA notices of a planned special meeting of the members (dated for March 20, 2008). I know this because I received the notice by USPS yesterday, I was amazed, upset and repulsed.

I had sent a letter by USPS to the member petitioner for the original request petition on March 1, 2008 he had sent a copy to the HOA p.o. box that was received on the Thursday before the first of March. The petitioner has yet to respond to the letter from the board secretary. The member at large has said in her special meeting letter that she is complying with the requested timeline of the petition(no such requirement in our Charter).

So here in town, four board members(three current board members out of town, from the seven of nine remaining),one is the renegade member at large. The Treasurer and myself have talked and agreed that the secretary must send a letter to the member at large that she does not have the authority to send notice to members and that she has no right to organize and operate on her own as the board. We have yet to receive the original petition or verify and validate the signatures and that it is signed by members (voluntary membership HOA). What a mess.

Any other positive and worded letter/reply suggestions would be greatly appreciated by the two of us trying to maintain order and responsibility for ALL our members and our current board.

Thank you all for any input.

RobertZ1: In order to assist you in the best possible manner, we will try to expand on the concerns you have posted.

1) Your docs specify the Board--'elects, removes and appoints vacancies of officers'. This is correct for most all HOAs according to the official docs.
However, do not confuse this with an Election in which the Resident Membership, at a meeting, cast their votes for candidates to hold "Seats" on the Exec. Board. After members have elected those from the community, the Board members themselves choose who will assume what responsibility or Officer role.

2) Presently, you have 2 Board members who have resigned and, if the resignations are accepted leaving 2 vacancies, these two 'Seats' must be filled. This is when 2 members (in good standing) can be 'Appointed' by the remaining Board members to fill the unfinished term of office of the two who have resigned. It is also a time when the 'new Board' will want to relook at Officer responsibilities and perhaps change present roles.

3) No Board member should act independently of the rest of the group UNLESS it has been a matter for discussion together and action has been agreed upon.

4) A "Board member-at-large" is ..."calling a special meeting of the members for removal of the board and the election of an interim commitee to operate the day to day business of the HOA."

This sounds like there is some trouble looming ahead. You have not posted of problems the membership has with the Board, or whether the Board is in a position to allow the members to express their concerns at a meeting. It does sound like a Special Meeting is sorely needed for all things to come out in the open. Your documents will dictate HOW this is to take place, with proper notification and leadership.

Thank you both Paul and Gerald,

Trouble looming ahead is a mild way of describing this one from where the Treasurer and I sit. We also have a dues requirement by April 1st date, in our Charter. That is what makes the folks who are requesting this action realize their petition will not be valid if the signatures are not of our HOA recorded members after that date.

The HOA that I participate in is made up of mostly law abiding and mostly agreeable folks, whom want the best for ALL the members, but of course there are some who have interest that are self serving and detremental to the whole of the association. These few have given misinformation through a website that they use with a similar acronym as our HOA initials. The boards position has always been NOT to respond in kind to any postings and to take the high road. We have had the general support of the membership, who this time of year heads south until late April/early May. Some of those south, are also board members, never a problem before. Seems that their absence was anticipated by this group, and used as a time to come after ALL the current board members. That is what has gotten us to this point.

This did not all start with a misunderstanding, Charter violations by certain members of the past boards did that. They were implementing the Charter according to their interest and their friendships. These actions were found out by other board members and through our insurance carrier to be an endangerment to our insurance coverage which is dictated by our Charter Documents and the compliance of ALL members to them (private use of the Commons area is private use).

Long story short, these few have continued a campaign for over three years now, and at every annual meeting their candidates are NOT voted in to the board, by the whole of our HOA membership. At this last Annual Meeting, one was, and that is the "member at large" campaigning to help them remove ALL the board, against our Charter Documents.

Of the four board members in town, the other "member at large" says he is sitting pat and trying to sit out this upheavel, he will not resign, nor will he indicate whether he will support the two of us board members here performing our duties according to the Charter and its called for responsibilities.

So trying to get a special meeting of the board is not available to us at this time. We do have a regular board meeting scheduled for April 16, 2008. I might also mention that the current vice-president (who should step in as President according to our Charter) is not able to step into the President's position as our Charter mandates because she has already served out her limit of two years in that position. That means that the next in line according to our documents as "acting President" is the Secretary. Yes that means me, until we get a board to elect another member to be President.

As you can see the letter to the "member at large" to be notified she is in violation of the HOA Charter seemed the best action for our situation.

But please if you know anything that could be of assistance. I am open to the powers of the best of your ideas and knowledge. Still trying to be positive and productive.

Thank you Gerald, sorry I should have been sure to get this into this posting

I truly appreciate the ideas and replies. The remaining members of the board may or may not know of any of this unless they get their mail this week. Most of them do get it forwarded to them during our winter (October-end of April) to their locations down nearer the equator.

The problem that I am looking at now, is that I am sending this "member at large" a letter informing her that she is in violation of the Charter and/or that she has no "right" or "authority" to call a special meeting of the members. I will be sure to send a copy to all current board members, ensuring them that we are following our Charter. But she has already mailed this special meeting and it's request to ALL HOA members. What a nightmare to explain to the members after the fact.

I should mention, that with her letter to the members she also included mail in voting ballots required by our Charter for member meetings (oh yeah, she sent them with her letter to the membership, postage paid of course). Living large on the members dime, she thinks!

We are a small HOA with under 100 members, who needs this nonsense?

RobertZ: I do not understand by what dictate you believe ..."trying to get a special meeting of the board is not available to us at this time." If you have a majority of the Board members available (either in person or via conference call), why can you not have a Board meeting to address these issues?

Have you referred to your official docs (Bylaws) to learn what the process is for appointing one to a 'vacant seat' on the Board? There is no need to have an election from the membership, but to fill the two seats of those who resigned, you will have to appoint 2 resident/members to seats on the Board. Yes, by a majority decision of the Board members, you could now assume a different position from continuing as Secy. as you are now, but you only have to assume a new Officer role since you already are an elected Member of the Board.

Why do you have 2 members-at-large as part of the Exec. Board, holding 2 seats on the Board, and what is their role? What do your documents state regarding
appointing vacancies? and also, about holding a special meeting of the membership to address a special need/concern?

Thank you Gloria, Paul, Gerald and of course all others who guided me.

The advice you all have given, has been used by both of us here acting for the best interest of ALL the members and our Charter. We have sent the letter notifying the member at large she is "outside of her scope and authority" and copied and mailed to all the remaining members of the board (in or out of town).

We can not stop the meeting, so we can only stay the course of following the dictates of our HOA Charter Documents, head to our next scheduled board meeting and be prepared to follow our convictions and what are our responsibilities.

I understand that the best course of action is to become detached from making this personal, but it becomes very hard to see how this happens in a vacuum and is only about a difference of opinion or interpretation of some very simply written documents. The verbal and written attacks against board members who have stood for the words as written, has been and continues to be, very harsh and very deliberate and evil and incendiary, to certain members of the board.

Thank you again, if this moves further with more advice needed,"I'll be back!".

RobertR1 - For the record, and according to RobertZ, 2 Board members have resigned leaving 7 Board members in total.4 of the Board members are in town including RobertZ. 3 Board members are away. Something dawned on me as well when I read RobertZ's posts. It seems inevitable, contrary to the opinions provided otherwise, that RobertZ is set to permit this renegade group to take control. Tisk, tisk, tisk. I'm done with this post, it is a waste of my time.

Gentlemen and Gloria,

I have taken, and am in the process of using, all your advice. Gloria's perspective and all yours is the path the two of us here are following. Yes, we knew the petition was NOT legitimate. Yes, the letter to the member at large planning and helping organize has been sent and copied to all the remaining board.

Yes, their is still a planned meeting being set by this member at large, as a consulted attorney has said, they can have any meeting they want, but it does NOT and can NOT be an official meeting according to the Charter Documents.

The problem that I see now, is how do you restore faith in the line of communication between the board and the whole of the community? If you mail out any letter or newsletter from the board to ALL association members and possible association members after the mailings from this rogue group of disgruntled resident members, do you give creedence and recognition to their mailings?

The current suggestion our attorney has said is to take this step by step, DO NOT give any legitimacy to their communications. Act as if this is not an issue the current board is part of, or agreeing to, or acting on. Take the high road and let them fall on their faces and then come back explaining your interest in the best for ALL association members by the Charter and it's requirements for the board and ALL members.

So tell me what you think.