Owners annual meeting

Wow!

Sounds serious!

I wish I lived close enough to drop by and give you moral support!

well, at least until the room is cleared of all non-members!

Susan,
The point here is that this is a members meeting, not a Board Meeting. If it was a Board meeting and you had the same request you would have to ask the Board to clear the room. Since it is a Board meeting the Board controls who is at the meeting. I would think that you could request the President call an Executive session to discuss a matter that allows for ES under your By-laws, but I suppose it would be the Presidents or Boards call.

I would believe that most Annual Meeting are called as Annual Meeting of the owners of (whatever). That is not a Board meeting and even though most of these meetings are called and conducted by the Board, I suspect this might not be proper. Not that the Board Members are not owners, they are, first and foremost, you have to be a member to be elected by our by-laws.

But can't you see or does it raise a question in your mind.

For instance: Where do you go to present a problem about the manager or the Management Co? You think the Board, right. If the Board is formed and a quorum is met, that is a meeting and the manager/management is there. Granted the Board could exclude the manager/management company.

But don't most by-laws provide that any member has the right to be heard by their peers?

The only way I can see to do this is at an annual meeting of the Members. I expect that is why it is called an Annual Owners Meeting.
If owners have a right to be heard by their peers. I know our By-laws provide that an owner can request to be heard by the full Board, can they request this meeting be held for them alone? Or would that come under an Executive Session at the invitation of the Board. Our Board always has the manager present at ES, but our documents specify members and additional people have to be invited by the Board.

Does all this make a difference? Seems to me it does, read some of the posts about owner/manager/management company, conflicts. I really think it would be proper and perferred to never have any meeting with a non member present, except by invitation for a specific purpose. I do not believe managers/management company personal have a right to be seated with the Board unless there are consideration made in the By-laws.

Now, most of what I say is speculation and I am hoping a smart student of homeowners associations can set me straight.

and that's "aire the dirty laundry"

Oh Susan,
Please tell me the procedure when making this kind of motion, I assume you mean at an owners meeting, not a board meeting, (owners can't make a motion there), is going to force the Board to do anything. Well, I live and learn, but I have got to check and see what kind of a motion I can make that forces anyone to do anything, prime among that is to force a BOD.

Robert,
As I see it , you have 2 choices in how to present this matter. I am assuming that you are not pleased with the handling of association by the P.M. Personally, I would not call for the members meeting to be cleared of any non member and the P.M. to remove themselves from the room. (How many non members would be there anyhow?)

If it is indeed the P.M that you have issues with, then write to the Board, asking for time to present your complaints at the next regular Board meeting. You--an ex Naval Officer, should have no problems having the P.M at a meeting where you register a complaint against their job performance. This is the proper format. This is the Boards responsibility to deal with employees , not the general memberships.

But if that is the road that you chose to follow, then when called upon, you request to "SUBMIT A MATTER TO ASSEMBLY" Then if allowed, you can do your presentation. But I think that you are going at this the wrong way if you request that the room be cleared.

Let's say our manager is paid by our Board or hired by our Board. He signs all the checks anyway, as far as I know, because our Boards have been absentee members.

But, you guys are no fun. How did I miss not making it clear that the issue here was: Is the annual meeting an owners meetings and how does that differ from a BOD meeting, or a Special Meeting?

Is it a matter of discussion or do we just allow custom to take over and we let the BOD run the meeting? If not, then how should the meeting be run? Surely if we can argue 5 pages of Campers in the driveway, we can give a little time to this issue.

If you think it is an non-issue, explain why the names are different. What IS the CORRECT proceedure for an owner to be heard by his peers. You posted about who I wanted to make sure did not stay in the room. You wouldn't know who was an owner and who was not at a lot of meetings so all that is strictly a formality to establish a forum. Why should I or any other owner be charged with appearing before an employee to question where my money was going when I was unhappy with this employees performance, the Board does the hiring, let them talk to him. In fact our documents direct any employee complaints are be directed to the Board. I have no problem with that, but suppose I am not happy, don't I have the right to private conversation with my fellow owners at an annual meeting, if I can't do it there, why is it called an annual meeting?

Anyone see the problems here? Or are we just going to not discuss it because it is uncomfortable or something. Suppose it came up at your annual meeting and an owners designated representative (lawyer) made the request to clear the room of all non owners, what would you do?

Mary and all,
I don't want to sound argumentative, however, I am trying to solicit an opinion, albeit a qualified one.
I think we are worlds apart on the intent here. Mary you mentioned how things are normally done, now if you mean this is how things are rightly done then you are responding to my subject. I, of course know how our meetings are conducted, I know what our Boards reaction to this subject would be, and it is close to what you are saying. But nowhere do I see that non-members are mentioned in our documents for Annual Meetings. Now, normally, our Board might ask for specific people to appear and speak before an annual meeting and normally they would be put on the agenda, and normally the President of the Board sets the agenda. That's what happens here and I would assume that is what happens at many places. Again, is normal proper?

Let me come from a different angle, if we say normal procedures are the correct procedures and there are no provisions stating specifics then you conclude what you do is correct, which also says if you don't do it this Way, it is incorrect.
So, tell me what normal procedures should we follow if we have met the requirements and called (Say a group of members)a Special Meeting to recall the entire Board. Now does normalcy prevail and we let the president conduct the meeting for recalling the Board?

As you say.............just saying.

Sure, I got a problem with some members of my Board and the manager.
So what, that has nothing to do with my post. I will either resolve these differences or not, sometime you get the bear, sometimes the bear gets you. But we here give advice and hopefully we don't do that based on any personal agendas we may have in our association.

Mary, your comment about Special Meetings needs to be clarified.
Items 1 and 2 as stated are different and procedures are different, are you suggesting both rules apply to special meetings? How can you have just board members able to make a motion and voting and members don't have this authority, then allowing the members to vote and make motions, at special meetings, to recall the Board or any special meeting?.
o
Have I reached argumentative yet? If so just copy this post and start deleting from the end back-wards until it is not argumentative.

I'll be darned if I can figure out what Robert wants to know.

It seems that historically, his HOA has allowed annual meetings to be attended by just about everyone. If he wants to bring up a subject in front of "owners only", then is going to have to motion that at the annual meeting and see if he can get support. I doubt it,since it's not in the bylaws.

He could petition the Board to call a special meeting of the members or do it informally in a mass meeting format.

But I think if he has issues about the PM, he should ask to be on the agenda for the Board meeting. The Board could ask the PM to leave at that discussion time. The PM is an employee hired by the Board; that body disciplines and is supposed to evaluate that job performance. If you have information for them, it needs to be heard there. They could go into ES (if your statutes allow) to discuss personnel issues.

Huh.............no response!
Ok, let me go one further step and ask that anyone show me in any documents that there is anything referenced about the Responsibility of any manager or M/C. All the documents are specific as to responsibilities of the Owners and responsibilities of the Board. The only reference in the documents concerning Management is incidental and does not convey authority or responsibility.

The Board is assigned by Law under the covenants to Manage the Association. We have heard from all kinds of associations on this site from a multitude of States. Does anyone have anything that requires how the association should be managed, other than the Board is assigned the task? And no, I do not think the Board has authority to convey to any management co or manger any of the authority described in the documents to the Board. The Board can assign authority to whoever to perform a specific task, but as far as I can see the legal enforcement is a Boards duty. Any directive or notification of any rules or covenant infractions put out by Management of any kind should be signed "By direction of the BOD".
Isn't this where a lot of troubles arise? Management sidestepping the Board? Or maybe controlling the Board.

Roger, Thanks for your remarks, I would have to conclude that basically you more or less agree with the root of what I am saying.

The "By direction" is, at least in the military and the 23 years of civil service I have been exposed to, is simply a way of conferring to the reader that the signer may not be the direct person responsible but is authorized by this individual or panel or committee to speak with the authority of the principal. A manager signing a complaint and signing it Regime Manager does not denote authority. Any authority, you agree, is bestowed from the Board to who ever and Regime manager is an employee performing a job description.

As far as walking in someone shoes, lets take the president of our country, and I don't mean specifically the current one. Are we to conclude he doesn't know how to be president because he has not walked in the presidents shoes?

Also, as noted in my post, I am posing a hypothetical situation. I have lived in associations for 37 years, after retiring from the Navy in 1968, I moved into a rental condominium and moved to a HOA after that. I still maintain you do not have to have served on a board to be critical of a Board. Otherwise we would have no need of anything other than past Board members, incidentally, I am sure you agree will be good and bad.

Further my thrust of the last post was to call attention to the fact that this forum abounds with posters complaining about Board and Managers and M/C. I still contend that is nothing but the truth, and my post was just that.

I know I may be taken as suspect and not a team player because I have admittedly never been on the Board, that conclusion is dead wrong. Not after 37 years of exposure, I would be certifiable if I did not realize how difficult this Board job is. However, just as Boards are a necessary evil so are folks like me that do not mind asking some out of the box questions.

Robert,

If the BOD calls a board meeting only the board members are notified unless there is a requirement to notice the members of the assn. It's not uncommon for the PM to also attend the meeting, in fact this most likely is stated in their contract. The reason the PM attends the meeting is because the PM is performing certain duties associated with managing the assn. The PM should be present to be available to answer any questions that might come up pertaining to the duties he/she performs. Usually the PM prepares the agenda (which is coordinated with the board members) and the packet containing background info on all the action items to be discussed and sends or posts the notice of the meeting.

Of course it should be the BOD's decision as to whether or not a mgmt co should be contracted with and it's the BODs decision when to let go a mgmt co and hire a new one. The BOD is the governing body of the assn -- all management decisions come from the board. If your BOD allows the PM to perform these functions then your board members need to be educated about their job or recalled.

Robert,

No, that is not stated in our covenants, but I'm sure it's in the contract with the mgmt co. Our bylaws do not state whose duty it is to prepare the agenda; however, even if they did, the BOD could use the provision I quoted earlier as justification for passing on this resp. to the PM.

There is no provision in our CCRs or bylaws outlining what the duties of a PM should be. There is a provision in the CCRs giving the BOD the authority to enter into contracts, including a management agreement. The CCRs go on to state that each owner ". . .shall be deemed to have agreed to be bound by the terms and conditions of all management agreements entered into by the assn or the mgr with respect to the property. A copy of all such mgmt agreements shall be available to each owner and mortgagee for reasonable inspection at the offices of the assn."

Of course the developer doesn't know whether or not the BOD would prefer that the assn be self-managed or not after transition. The CCRs are written to allow the BOD to contract with a mgmt co if they wish to do so. The CCRs do not dictate which way to go; that a decision left up to the BOD.

Robert,

Only the owners can be bound to the covenants. Unless the PM is also a member of the HOA, he/she is not bound to the covenants in the same sense that a member is. However, as a contractor performing some of the functions that the BOD would otherwise perform, the PM is bound to abide by the covenants. On the other hand, if the BOD instructs the PM to do something that is in violation of the covenants and he/she does it, it's the board that takes the full responsibility. The PM would only be held accountable for performing a task, w/o the direction of the board, that is in violation of the covenants.

Robert,

In saying the PM is bound by the covenants, I mean the PM shouldn't be doing anything that is in violation of the covenants. Being a contractor and working for the HOA, means adhering to the HOA's gov. docs. in the performance of his/her job.

If an owner is contracting with the assn (no matter what the job) or working for a contractor of the assn and assigned to the assn, there may be a conflict of interest, it all depends upon what the person is doing for the assn. The BOD should know what the conflict of interest statutes are and act accordingly. In many instances if the person declares the conflict of interest to the board and the board votes to allow that person to perform their job anyway, then a conflict of interest does not exist.

I would like to make a suggestion. I would suggest that you talk to all the resident owners and get a resident owner elected to the BOD. It might mean yourself, but you could probably get the job done. If you have proxies distributed simply get people to sign them over to you. Before our last meeting I spent a couple of afternoons doing just that. About 70% signed them over thanking me. The rest of them I thanked. I will do the same again this year skipping those I know won't sign them over.

Kirk,
Ask and you shall receive. We elected two new members out of a board of five yesterday. That completes a couple years work and the next President I am sure will be a full time resident (not me). Even I know I am not Board material, read my posts.
A new day dawns.

Yesterday at our Board meeting and I was expounding and enlightening our members (yeah right). I over heard a remark from a lady as to why I didn't shut up. This owner has owned this expensive investment for over four years, never attended a board meeting, just rents her unit out, mostly. I hear she is a lawyer. Of course if I see her in the future I am going to tell her why I don't shut up.

I am interested it what she will say when I tell her she is part of the reason I won't shut up, but, I am going to adopt a new persona this year.............sure I am.