Board Minutes

Started by LauraL3 • 16 replies • 1272 views

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LauraL3 (Arizona)
Posts: 21

Posted:

While looking thru minutes of Oct 2008 I ran across something that seems very wrong. At the time I was not a board member but am now. The number of board members has been seven.At this meeting there were three in attendance, two absent and two vacancys. The minutes state "board currently consists of five members, three is a quorum". At this meeting there was a new board member elected and a decision on colors to be used in the complex voted on.Is this legal? I cannot access any other minutes to see when it was voted on to be a board of five or to go back to seven which we are currently. The past president has all the minutes from 2008 and will not hand them over to the current board. Are the decisions voted on at that meeting legal? The member voted to the board at that meeting is now president.

GlenL (Ohio)
Posts: 5,491

Posted:

Laura, you have bigger problems than whether that vote was legal. I'm assuming that you are self-managed since the ex-president has the minutes. There should always be copies of important documents kept even with a MC. Accidents happen, computers crash, fires occur not to mention petulance which it sounds like you're experiencing. There was a small HOA here who found out that the HOA president was moving when they found all of the HOA records in the trash on the curb in front of his house. They were lucky in that they found them before the trash pickup and were able to recover them, it could just have easily gone the other way.

As to the vote if you doubt its validity simply hold it again with the current BOD.

Studies show that 5 out of 4 people have problems with fractions

RogerB (Colorado)
Posts: 5,067

Posted:

Laura, read your Bylaws to determine quorum requirements for a Board meeting and the requirements for passing a motion at a Board meeting. You posted the minutes state "board currently consists of five members, three is a quorum". Based on that information it was a legal Board meeting. To hold a meeting usually requires a majority of the current Board members. To pass a motion before the new Board member was appointed would require approval of 2 of the 3 Board members present. After appointing the new (6th) Board member it would require approval of 3 or the 4 Board members present to pass a motion.

Because you went back and reviewed minutes a year old it appears you are not presenting your actual concern. Are you looking for a technicality to try to void a motion?

MaryA1 (Arizona)
Posts: 7,043

Posted:

Laura,

I think you should focus on what is going on now -- October 2009; and not worry about what happened back in October 2008!

Oftentimes the minutes do not reflect every action of the board. I've witnessed minutes being approved that were incorrect but no board member noticed the errors (or just didn't care to mention them!), so the minutes were approved as written.

Perhaps there was no vote taken to reduce the size of the board. That may have happened due to vacancies there were not filled. That is what happened in my former assn. We started out as a 5-member board but when 2 vacancies occurred and no one wanted to be appointed the board was reduced to 3 members. The bylaws state the board must consist of "nor less than 3 nor more than 5 persons". Even if your bylaws say there must be 7 members, if the board cannot find 2 more members to serve then they have no choice but to only have a 5-member board.

As far as the past Pres refusing to give the BOD assn records: The BOd needs to contact an attorney to write a demand letter to the past Pres. Legal action can be taken against him/her if he/she continue to hold any records of the assn.

And, in answer to your question; IMO, the decisions voted on at that meeting were legal.

SusanW1 (Michigan)
Posts: 5,202

Posted:

And let's just assume that if the 2 vacancies WERE filled, they'd be filled with people who were in agreement with the motion. Most likely this would have been the case, since the vacancy candidates would have been hand picked.

Don't like the motion? You can always recind or amend - IF you have the votes.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Susan,

Laura is talking about a board action that took place ONE YEAR AGO!!!

SusanW1 (Michigan)
Posts: 5,202

Posted:

So? A motion can be acted upon at any time - even years from the date it was passed.

The motion was passed by a quorum of the then board number (3 /5)

PS - why did the president have possession of the ONLY copy of the minutes of the meeting? the Secretary is responsible for the official records of the corporation and they are passed to the next Secretary elected.

LauraL3 (Arizona)
Posts: 21

Posted:

Our by-laws say the board must be 3 members. Maybe my question should have been if board meets with three members present and four absent,is this a quorum?

LauraL3 (Arizona)
Posts: 21

Posted:

Should be a board of seven meets with three present and four absent is this a quorum? The differance is vacancies verses absent..
This is a year old but a question has come up about decisions made at this meeting that could lead us to a legal problem.

RogerB (Colorado)
Posts: 5,067

Posted:

Quote:

Posted By LauraL3 on 10/30/2009 4:48 PM
Our by-laws say the board must be 3 members. Maybe my question should have been if board meets with three members present and four absent,is this a quorum?

No; 3 out of 7 does not make a quorum so no official meeting could take place. But your original post said there were only 5 Board members with two vacancies and two absent. In that case 3 out of 5 is a quorum and an official meeting can be held.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

My reply:

Read Glen's reply again:

"Laura, you have bigger problems than whether that vote was legal. I'm assuming that you are self-managed since the ex-president has the minutes. There should always be copies of important documents kept even with a MC. Accidents happen, computers crash, fires occur not to mention petulance which it sounds like you're experiencing. There was a small HOA here who found out that the HOA president was moving when they found all of the HOA records in the trash on the curb in front of his house. They were lucky in that they found them before the trash pickup and were able to recover them, it could just have easily gone the other way.

As to the vote if you doubt its validity simply hold it again with the current BOD."

If anyone is withholding association documents or records the present boatd is obligated to try and obtain these records .

SusanW1 (Michigan)
Posts: 5,202

Posted:

IMHO - it is NOT the job of the president to be guardian of the official records of the HOA.
That's the board secretary's job.
The president gets the same copy of the minutes that everyone else does.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

President or whoever has the records are responsible for their security, and they should not be dumped on the curb.

But I think Glen's thrust is to point out this association needs some self criticism, and need to get the train back on the track.

LauraL3 (Arizona)
Posts: 21

Posted:

Thanks everyone. Yes my HOA has problems that could lead us to a lawsuit. I thought I had found an out for the current board but I was wrong so back to the drawing board.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Laura,

As I mentioned earlier, the BOD needs to have their attorney write a demand letter to the past Pres for turnover of the assn's records. Legal action can be taken if she refuses to do so. Usually a demand letter is all that is needed.

When asking him to write this letter also ask him the question you asked us! Then the BOD will have legal advice which is much better than any "opinions" from any of us (none of us are attorneys).

TracieS (Colorado)
Posts: 460

Posted:

Quote:

Posted By LauraL3 on 10/31/2009 6:47 AM
Thanks everyone. Yes my HOA has problems that could lead us to a lawsuit. I thought I had found an out for the current board but I was wrong so back to the drawing board.

You know, we're pretty creative, crafty, wiley people who agonize over inspecting every facet of an HOA issue for hours...it's what makes us so much fun!!! For some reason, we like these kinds of "mental arithmetic" games.

If you're looking for a solution to a problem, maybe you could post it as a "hypothetical".

SusanW1 (Michigan)
Posts: 5,202

Posted:

Laura - in your original post you said a member was "elected to the board." Did you mean appointed to the board (by a motion and vote of the board members? or by whomever has that power to fill vacancy?)

Did that make the board 5 or 6 members?

If it was 5, then 3 would be needed to pass any motion
If it was 6, then 4 would be needed.

I hope you aren't taking a dispute about colors in front of a judge. That can be settled in-house, by a motion to recind or amend the previous motion.

Did I mis-understand what your legal issue is/

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