Absentee Directors

We have a Property Owners Association which has a small dissident group who have 2 members running for Board positions. Both of them are only part time residents and plan to attend meetings by teleconference. They state that their responsibilities can be handled by committees they establish and it is not necessary for them to be present in person. Is there a way to prevent this. Our bylaws do not say anything about part time directors.

We are in a Property Owners Association in Townsend, Tennessee with Homes and undeveloped lots. Approx 250 homes. The only thing in the Bylaws states that "All Directors agree in writing to act without a meeting, Directors may vote by mail or phone. However, the action shall not be effective until written confirmation of all votes in received by the Board". I believe that under The Tennessee Condominium Act that the only way they can Conference Call is with Board Permission.

All Directors agree in writing to act without a meeting Directors may vote by mail or phone
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250 homes? and no BOD open meetings? I am not at all familiar with Property Owners Associations.. are you certain they are govern by the same laws as Condominium Associations?

I believe the Tennessee Condominium Act covers all types of not for profit associations such as HOA's, etc. We always have open Board meetings, and have 7 Directors. Three are being replaced this year with 6 nominees.

Walt,

I am in a HOA near Chattanooga and formerly on my Board in South Florida so I am farmiliar with HOA and condo laws. Yes, Tennessee does have condo laws but there are no HOA laws. There are a few Real Estate laws but HOAs are SOL.

took a look at the TN Condo statutes and couldn't find any such law regarding conference calls. There was a statute titled "meetings" but it only applied to members' meetings. Nothing for BOD meetings. Mary
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Mary, I believe, the BOD meeting would be under the Tennessee’s Articles of Incorporation for not-for-profit corporations. Similar to Florida Chapter 617.

Walt,

There is a TN Horizontal Property & Condo Act but no statutes for planned communities. However, if your HOA is incorporated then the TN nonprofit corp statutes apply, whether you are a condo or a planned community. So, the fact that there are no HOA planned comm. statutes does not mean the BOD can just do as they please. They must abide by the nonprofit corp statutes. If there is a particular issue that is silent in the gov docs and the nonprofit corp statutes the board cannot just make up a rule to cover it. That particular issue must be addressed in the gov docs. For ex. if fines are not addressed in the gov docs nor the nonprofit corp statutes, the BOD cannot just decide to levy fines. If you would post the bylaws article that addresses who can serve on the board we may be better able to answer your question as to whether or not the board may pass a rule prohibiting part-time residents from serving on the BOD.

TN is not an open meeting state, in fact the nonprofit corp statutes state the board members do not have to be noticed for a reg. meeting. Here's what else I found in the nonprofit corp statutes regarding BOD meetings.

48-58-201. Regular and special meetings. —
(a) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.
(b) A board of directors may hold regular or special meetings in or out of this state. Unless the charter or bylaws otherwise provide, special meetings of the board of directors may be called by the presiding officer of the board, the president, or any two (2) directors.
(c) Unless the charter or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
[Acts 1987, ch. 242, § 8.20.]