Question on Procedure

AB3,
NO to #1 and NO to #2. Fast enough?

Anyhow, Once an election has been completed and after the meeting at which a new Board has been elected, normally right after the meeting, the new Board sits down to elect it's officers amongst themselves. They are now the "Official" Board.

No previous Board members are allowed to keep any association property, nothing and that includes minutes and any paperwork pertaining to association business. What would they want to keep stuff for? Some people just cannot let go.

#1 - Don't your documents say something like "board members take their office upon election"?. That means just what it says. Immediately following the election of board members, you have a new board. The 10-day thing is a requirement that the board meet within that time to elect its officers. It could be at a meeting that is held immediately following the board election if you want, but in no case should it be more than 10 days later. Again. maybe your documents say something like "officers take office immediately upon election" or something like that. Again, as soon as you've elected officers, that's it.

#2 - Gerald, if I may, let me clarify this a little. I think you were saying that previous board members should keep copies, but that ORIGINAL documents should be turned over to the new board. Minutes, contracts, and all documents are the property of the association and must be turned over to the new board - and I mean the ORIGINALS. If you have a property manager, the documents may be kept at their office. If your HOA is self-managed and you happen to have an on-site office, perhaps the documents can be kept there. Otherwise, all original contracts, minutes, etc. should be turned over to the new secretary of the new board. Gerald, your point about being sued, even after the fact, is certainly a valid concern, and I agree, they may want to keep copies. I think this is what you were saying.

GloriaL,

And what if a board member dies? Do we prop him up as sit him at the board table at every meeting?

No disrespect to the deceased intended, but that homeowner was really belaboring a nonissue. The "serving until successors are elected part" is just there to cover any gaps that may occur between a board member's term ending and the holding of annual elections. For example, this year you may hold elections on November 1, and next year not until November 15. Without that clause you technically don't have a board between November 1 and November 15 next year.

Of course board members can resign. How silly of that homeowner to raise such a point. I'm certain your bylaws allow for this by permitting your board to appoint replacements during the year.

Is it possible to have an election and you can't get a quorum to hold the election? Sure, it's possible. In that case, maybe you need to look at your quorum requirements in your bylaws to see if they're too high. If the board has the power to change the bylaws to lower the quorum requirements, you're in luck. Otherwise, it could be a tough catch-22.

Anyway, not to worry. I'm sure you'll always find someone to step up to the plate. As for the homeowner with the silly question: Next year, ask him for a proxy so he can stay home and not bother the rest of the homeowners with his nonsense.

There's nothing wrong or illegal about an association member (Board member or otherwise) keeping copies of association records. Records are supposed to be available for review anyway. It's important to remember these are volunteer situations and Management can change hands, and Board members change hands, many times during the life-time of the association. In the event there is ever a loss of association records, copies kept by former Board members or owners may be very very useful. Yes, centralizing records is important and that's what the Secretary and or Management can accomplish. GloriaL - You were elected to be a Director and then the Board elected you to be a Secretary, correct? That's usually the way it happens. Curious if your association documents specify otherwise.

Gerald,
You are correct. The HOA Members elected the BOD, and then the Board elected the officer positions, and I was elected Secretary.
I have been battling with trying to get BOD Members and other Committee members to make one extra copy to put into a central file. I don't understand what all the fuss is about, so I will continue to do battle. Seems so simple to me. One particular Committee has been the most lax so I have had to been more vigilant. Now it seems that they have "misplaced" their entire file and can't find it. You would think that they could now easily understand the need for copies in a central file...and some of their issues may need attorney follow-up, so all documents are important. After this misstep, maybe they will be more accommodating. That remains to be seen.
GloriaL

Pasted from our doc.
Section 1. Number. The business and affairs of the COUNCIL shall be governed by a Board of Administration (herein sometimes referred to as the “BOARD”), all of whom, shall be Owners at all times during their term. From and after the date of the first annual meeting of the Council, there shall be five (5) members of the Board. Each shall be at least twenty-five (25) years of age and any qualified person may be re-elected. Each person shall hold office until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualified.

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Then in another place we have comp-letely the opposite and states about staggard terms in one place and elections in another.Then another there is a paragraph about how Board members can be removed from office. I really suppose it makes sense but it sure is taking the long road home. As someone said, at least we don't have to prop him up in the chair.

But on the other hand...........I shall be nice, and not go there.

Gerald,
I suspect the age requirement is way over the line, and as for what the Boards are referred to at other times; I am in enough trouble around here to tell you that.

This is how Bylaws read:

Annual Meeting

The first meeting of the newly elected board shall be held immediately following the annual meeting of the members, if practical, and in even within 10 days of the election and at such time and place as shall be fixed by the directors at the meeting of the members at which said directors were elected. No notice shall be necessary to the newly elected directors in order to legally constitute such meeting, provided that the majority of the whole board shall be present.

Then it goes on to say

Officers

Selection
At each annual meeting of the board shall elect the following officers of the condominium association.

president
vp is also the patrol committee head
treasurer
secretary

Just to make sure I completely understand the verbage correctly. This is stating that the board members or directors are elected at the annual meeting. Then immediately following the annual meeting or within 10 days of the annual meeting the directors then elect officers. Correct?

If the President acts as a swing vote or a tie breaker vote only, then if the president is also a landscaping director that makes them an officer & board member thus allowing them to have a vote. Correct? If this is correct then in the event the president were to be voted out because they hold a director position as well then they can't be removed from the Board all together. Our bylaws state that with or without cause an office can be removed by a majority vote of the directors. This would also give the president a vote to have another officer removed because of holding both the presidency and landscape director.

If this is all true then I see where this is going. By holding both a director an officer title this gives our president control over who sits on the board. They get not just a normal vote but the swing vote or tie-breaker vote.

I'm in trouble. I've been asking lots of questions and discovered missing documents, pointing out violations of the bylaws by not getting 3 estimates on projects etc. Along with some other stuff. Plus we are about to have our 1st meeting in which we are supposed to vote on proposal for spending a considerable amount of money on something but we don't have any of our governing documents, contracts, minutes, or any documentation to make informed and educated decisions. Because we are missing documents our financial situation is unclear thus spending money without knowing exactly what our financial status is would be making an uninformed decision.
How is it possible for our management company to allow this when they are after all supposed to be a consultant or the ones making sure our board is following the laws and our governing documents?

AB3: Is it possible you and the 'other' board member are confusing 2 issues?

One is that once elected to a Seat on the Board, that person is part of the Exec. Board of the Association. The second issue is that a "meeting" is to follow the election to discuss and review roles and responsibilities and assign an officer role to each Board member.

AB3 - What I suspect has occurred is that you were elected to the Board and during a transition period before the newly formed Board met there's been some decision making and voting by former Board members. Is this correct? If so, that is absolutely improper governing by the Board members that did this. If so, you are really left in the dark on what info they used to make those decisions. Maybe you don't have the bids they have, is that why you think they didn't review vendor bids? I'm a little unsure on what has really occurred here. Bottom line, the entire Board must review the information and vote as one group. This is what I would do immediately. At the next meeting of the Board I would ask for the "floor" to have a moment or two to address something. I would lay all my cards on the table and state that in order to fulfill my fiduciary responsibility to the members of the association I need x, y, z, and every other letter under the sun, and access to any other information I need when i need it. Can that be achieved? And let that question hang there until you get an answer from the President. I would then state that the Board has made decisions during an interim period that I was not a part of and that those decisions are to be re-ratified in an open meeting with all Board members ability to vote. If you do not feel comfortable that you will get what you want after stating all these things, I would then and there resign. Thank them for the opportunity to be heard but express that you are volunteering your time on behalf of everyone and have other more professional pursuits that need need your attention.

AB3: You are correct in understanding that the board members are ELECTED by membership at the annual meeting, and within 10 successive days, the Board members meet to determine who will hold what officer position.

Once the Officer roles are decided upon among the Board members collectively, the President (or any other Board Member Officer) can also act on a Committee as a "Liaison". This is often the case, for example, to have a Board member sit in on the Architectural Committee so he becomes knowledgeable about architectural concerns and can then take back to the Board to assist when having to vote on architectural issues. As a liaison on the committee, he is not necessarily asked by them to participate, but to be there to observe,
answer questions and to be privy to the concerns of the Committee.

The above should clarify a misunderstanding you may have of a (President) Board member to also "hold a director and an officer title'. A person on a Committee, whether as a Board-member liaison, or a resident on a Committee as the Chairperson, is NOT the same as holding a Seat on the Exec. Board with an Officer/Director role and title. A committee person is just that. Not the same thing. I hope I have not confused you any further.

AB3 - As we know, all it took was a little girl from Kansas to throw a bucket of water on a witch for everyone's lives to change for the better. While that may be fantasy, the moral of the story is that it's so easy for some to have a negative impact, and it's often the simple solutions that can stop it. Fault for the behavior and its impact on the association resides with the collective will, or lack thereof, of the entire Board. While your resigning would be a loss for your association, if and or how you do it may actually be the simple difference. I'm not suggesting you give up so easily. You deserve a place on the Board. However, my concern for you is that other Board members must support you when you take a stand and flush things out. My mother always told me, "he who speaks first, looses". Meaning, say what you have to say to others, and wait until they respond. When they do, or if they do, it will tell you everything you need to know. This has helped me many times in all types of negotiations. Because you will still live in your community, be mindful of biting your tongue so to speak and calling the spade a spade. My approach would be to express to the Board that I believe this that or the other thing is supposed to happen, and why. If a majority of the Board can't see the reasonableness of your approach and support you then you have to ask yourself if volunteering to deal with them is really worth it. One thing I think you should do is focus more on what needs to occur now and in the future, rather than what didn't occur in the past. You may be able to re-ratify some bad decisions but contracts and responsibilities are re-occurring so there's a chance to do it right going forward. Happy Sunday!! Gerald

Bruce,
Some of the people that have set around our Board didn't move like skeltons, but they had the same brain mass, and I am sure they have said the about me.

Anyway I am sure I have what I need, thanks to you all. My Robert's Rules was written about the same time the first edition came out.