Who is on the Board

Sally,

From your brief statement "in our CCR's it states we have 4 Board Members. 1 comercial, 1 multi family , and 2 residental owners." there is no provision for other Board members. The architectural Control Committe are not Board members but should work under the Boards direction and control so IMHO--NO, they are not voting members of the Board.

Your best bet is to convince the President that he is misinterpreting the CC&Rs, either by yourself or with the support of other Board Members.

But, if that doesn't work, it turns into that conundrum that lots of HOAs have. You know that a mistake is being made but it is NOT an issue worth launching a legal lawsuit over. Regrettably, persuasive argument and lawsuits are your only two ways to a solution.

In theory, HOAs would be run in perfect alignment with rules but, in practice, sometimes results and action are more important than rule following. If you are ok with the current decisions being made, you might just let it go and let somebody else carry the fight. If this misinterpretation is causing poor decisions to be made, then wearing him down with insistent and friendly persuasion over the course of a few months is your best course.

For Mary, Donna and Michele.

Care to comment about what the documents say about the number of Board members and according to documents who these Board members represent? There seems to be some differences as to who these members represent, It has been stated many times that the Board members don't represent collections of individual parts of the whole, the BOD can only represent the whole. You would think then that this structure is not the same.

I would expect the President can not make a ruling that the ACC can be classified as Board members. That would require some amendments to the documents and they would have to conform to any applicable laws, state of official documents. The president does not control the Board, the Board controls the President and any decisions made by the board has to be exactly that, not a presidents decision. The president of an HOA/condo does not act unilatteral and the Board can replace him by a simple vote of the majority of the Board. If the Board members do not accept their responsibility, they can be replace for cause by a simple vote of the majority, if a reason is even required. If the president insists, I would make a motion at a board member that the president be censored by the board for cause. I would make sure that a vote was taken, it was recorded and a roll call vote is conducted. Get it in the minutes then seek legal advice from your association lawyer by making a motion that a formal legal be proposed by your legal advisor.

THIS IS 3.04 IN IT'S ENTIRITY. THAN IT GOES INTO TERMS OF DIRECTORS, BY THE WAY YOU ALL ARE AWSSOME AND THANKS FOR YOUR IMPUT. THIS IS HELPING.(c) Selection of Commercial Director. The Commercial Director shall be selected by the Owner of the Commercial Lot. If there is more than one Owner of the Commercial Lot, such Owners shall together be considered a single Owner with respect to such Lot for purpose of this Subsection 3.04(c). If the commercial Lot is divided into two or more separate Lots, each one becoming a separate commercial Lot, then the Commercial Director shall be elected by a majority vote of the Owners of such Commercial Lots.

(d) Selection of Multi-Family Director. For so long as there remains one Multi-Family Lot within the property, the Owner of such Lot shall select the Multi-Family Director. If there is more than one Owner of the Multi-family Lot, such Owners shall together be considered a single Owner with respect to such Lot for purposes of the Subsection 3.04(d). If the Multi-Family Lot (or any portion thereof) and the Improvements thereon are a Condominium and if a condominium owners' association has been formed with respect to such Lot, such association shall act as its Owner for purposes of this Subsection. If the Multi-Family Lot is divided into two or more Lots, each one becoming a separate Multi-Family Lot, then the Multi-Family Director shall be elected by a majority vote of the Owners of such Multi-Family Lots. If all or any portion of the Multi-Family Lot is subdivided into Single-Family Lots, then the Owner(s) of such Single-Family Lots shall have the same rights to participate in the election of the Single-Family Director as have the Owner of other Single-Family Lots. If all of the Multi-Family Lot is subdivided into Single-Family Lots, then the Multi-Family Director position shall be eliminated from the Board, and the Board shall consist of one Commercial Director and two Single-Family Directors.

(e) Election of Single-Family Directors. Each Single-Family Director shall be elected by majority vote of the Owners of the Single-Family Lots, with each such Owner having one vote for each Single-Family Lot owner. If there is more than one Owner of any Single-Family Lot, such Owners shall together be considered a single Owner with respect to such Lot for purposes of this Subsection. The election of Single-Family Directors pursuant to this Subsection shall take place at a meeting of the Owners of the Single-Family Lots conducted pursuant to Subsection 3.04(f).

(f) Meetings of Owners. Any meeting of Owners for the purpose of electing Directors pursuant to this Subsection 3.04 shall be conducted in accordance with the following procedures:

(i) The first such meeting shall be held at least 30 days prior to the Turnover Meeting, on a date selected by the Secretary. Subsequent meetings shall be held at least 30 days prior to the expiration of the term of any Director or, in the case of a vacancy pursuant to Section 3.06, within 30 days after such vacancy occurs.

(ii) Any such meeting shall be held at a place within Multnomah County, Oregon, designated by the Secretary. The Secretary shall give written notice of any such meeting to each Owner entitled to vote at the meeting at least ten but not more than 30 days prior to the date of the meeting. The notice shall state the purpose, time and place of the meeting. The Secretary shall be required to notify an Owner of a meeting only if such Owner has previously given written notice to the Secretary setting forth such Owner's name and address. Notice of any meeting may be waived by an Owner at any time. No Owner who is present at a meeting may object to the adequacy or timeliness of the notice given.

(iii) Any Owner may give a proxy to any Person, so long as the proxy is in writing, signed by such Owner, and filed with the Secretary. A proxy shall expire on the earlier of (A) eleven months after the date of the proxy, or (B) the date of sale of the Owner's Lot by its Owner.

Sally,
This whole thing has got so much wrong with it I don't know where to start.

It gives the president the same powers as the Executive Officer of an association. The president is the officer of this association, what are his powers? Why ,they are the same powers he has as executive officer of an association. Beam me up Scottie. In any event it will end up the President has no power, the power is in the board, they elected him, not to run the board but to represent the Board. In other words do what the Board tell him. He should provide leadership, knowledge and guidence and advice or suggestions. He should serve as the spokesman of the association if the Board decrees.

Then we have all this complicated arrangments of how to select representatives of the various fractions, single family, commercial and multi family. Very specific rules are spelled out in how the selectees are picked and then voted on by the appropriate membership groups. But let one of them drop out of the picture through design or recall for cause and the Board ups and selects a member of the association for a replacement. No mention of what pool this selection is made. That means you have the specific members voting for their specific representatives and if that don't work out for what ever reason the board steps in and supercedes the requirements of the documents and picks Board members.

Dollars to doughnuts this whole process was designed by the developer to whatever reason, but it probably had something to do with control and/or the bottom line...money.

How big is this place anyway, how old, how solvent, is your reserve funded. what do you do if a commercial unit goes belly up, what if they all go belly up. Is there a club or other amenities involved with this, golf course, tennis courts, common properties. I am sure there are lots of things I am missing here, but I would want some real unbaised evaluation of the the overall financial picture of the whole, and some qualified resource (lawyer) to serve the Board until some report is made referencing the general well being of the whole, and a critical report of the governing documents. I would imagine, as is the case in most states, all that is required to be an association is to register at the court house, file your documents, meet all state or county requirements and, there you go , you are one. No one really vets these documents as to legality. The associations stumble around for years ignoring the documents because they don't work, then one day they are forced to amend the discrepancies. Some never get around to it, and some of this group, over a period of time do a pretty good job.............some don't.

I wouldn't rule out that he is interpreting that last paragraph correctly. Without seeing what they look like, if the trees in your backyard are a "solid screen planting used as a barrier", then I would have to agree that they should not exceed 6' in height. Were they planted prior to the HOA? Did the prior Board just look the other way?

As for the # of Board members, I only read that 4 must be elected from specific types of owners. Unless there are restrictions on the other 3 Board members, they could be from any of the owners. Also, unless your documents say otherwise there may not be any restrictions about Board members also participating on the Architectural Committee. It isn't ideal, but also not necessarily wrong.

He also leaves out words TO Prove his point such as- used as A LOT LINE BARRIER !

Tim,
Let us all be cautious when we start extrapolating what we think is real and what is real where the issue is being addressed. Certainly, we All are guilty of this, and some times the best way to provide help is to flood the thread with a whole array of answers and let the OP pick and select what fits. The assumption that the President of an association has specific duties based on some non-comittal remarks and declaring these duties are spelled out in the documents or apply in all circumstances is best approached cautiously. My documents say the President of our association shall serve in the same capacity as the CEO of a corporation, much the same as this thread. In my case this Corporation is referring to a non-profit corporation and it turns out, if effect, the President of our association has little or no power to act, unilaterally. This may or may not be true in Oregon or Virginia. The concept that an elected by the Board president carries some sort of unequal power on the individual, that allow this person to do what ever they want is just not justified. Particularly in a condo the Board answers to the members, considered to be the whole of the association. The president has one vote on the Board, that's all. It is an equal vote. The president can and should speak for the Board, not in place of the Board. The president can not be recalled by the members, he can only be recalled as a member of the Board. The Board can not assign the responsibility of their position to any other member or any other member of the Board. We see examples of the President playing dictator all the time. I would have to see this kind of action verified by some state statute or in the documents of the association. I seriously doubt the black and white is there. If anyone has any authoritative state law that applies to HOA's or any authoritative references in their documents, they should post them. The power of the president in HOA's and in non-profit is to advise and suggest direction to the Board. In effect the power to conduct meeting is not a whim of the president, the meeting are conducted by the president under mandates of the membership evidenced only by the vote of the members. Any Board member can be elected President by the members of the Board, the Board has no authority to bestow power, only elect the officers of the Board. The duties of the officers are detailed, or should be detailed by the governing documents and the suggestion that the president is omnipotent is just not substaniated. There will be differences from state to state and association to association, but none that I have seen that conveys some unequal authority to individual Board members. Let me add this. If you wanted to sue the association for misuse of association funds, evidence by poor bookkeeping, who would you sue? The President, the Board, the Treasuer, the M/C. I think you will find you have to sue the association and prove your intent to lay blame by specific evidence. Look at all the foreclosures appearing in the papers, it is always the holder of the Mortgage (Plaintiff) sues the individual mortgagee and the Association............not the Board and not the President. or the M/C.

I'm confused are you saying the owners can't remove any one? We have 203 homes and have over 60+ owners signed on a petition to resolve this fence issue and remove the Pres. and possible the A.C.C too. One of the A.C.C. had the nerve to get on the committee to pass and install a 2ND drive way for his R.V. using the wheel chair ramp.He's been turned into the city which is going after him and another owner doing the same thing As I've stated a few times only 2 board members are running this assoc. The Pres. and the Sec. (the pres. is also her handyman- she's elderly) Please Help me !

3.14 Officers of the Association.

(a) Designation. The officers of the Association shall be the President and the Secretary, both of whom shall be elected by the Board. The same person shall not concurrently hold the offices of President and Secretary. The Board may designate such additional officers as it deems appropriate.

(b) Election. The officers of the Association shall be elected annually by the Board and shall hold office at the pleasure of the Board and until their successors are elected. If any office becomes vacant, the Board shall elect a successor to fill the unexpired term.

(c) Removal. The Board may remove any officer, at anytime with or without cause.

(d) President. The President shall be a Director and shall be the chief executive office of the Association. The President shall preside at all meetings of the Board and, unless otherwise provided in this Declaration, shall have all of the general powers and duties normally incident to the office of the chief executive officer of an association.

(e) Secretary. The Secretary may, but shall not be required to be, a Director or an Owner. The Secretary shall keep the minutes of all proceedings of the Board and all other Association records and shall attend to the giving of all notices pursuant to this Declaration or required by law. The Secretary shall be responsible for the collection, deposit, and disbursement of Association funds and shall keep full and accurate financial records and books of account showing all receipts and disbursements of the Association. The Secretary shall perform all other duties incident to the office of secretary of an association or as may be directed by the Board. The Secretary shall perform all of the foregoing duties at the expense of the Association.

(f) Compensation of Officers. Other than reimbursement for out-of-pocket expenses incurred on behalf of the Association, neither the President, the Secretary, nor any other officer of the Association shall receive any compensation from the Association for acting as an officer

Sally,

To answer your question about a Board member also being on the ACC. The correct policy would be for a Board member requesting a decision from the ACC on his personal item, would be for him to abstain from voting. I also think that having any ACC decision being made for any committee member is a tough call for others who may not want to upset or decide against one of their own members. But as adults, wouldn't you think that a decision could be made because it is the right decision? It's the nature of the beast to get all in a huff if we don't get our way so we have that always in the back of our heads. Having personal agendas is something most of us all have in one way or the other but keeping the community's best interest in mind will be the people that we should be seeking out, be they paid contractors or members on the Board.

My own HOA has a Board member as liaison to the ACC committee, who does not have voting powers but acts as the Board's eyes and ears. In a larger community, this helps to bridge the usual communications gap.

Thanks Donna,Daniel,Susan,Tim,H.B.,and Robert
All the info will help us a lot and Robert your right one step at a time. We are lucky in the fact we have so many neighbors getting involved although it's bitter sweet to have so many owners upset and down right angry at what's happened to this assoc. Hopefully we can get the gray areas cleared up and a more mature group of owners in these important positions. We still don't know if we should go ahead and pay the fine on this made up hedge violation or take the late fee until the meeting and hopefully removal of these people. We've never be notified of your right to vote being taken away. What a mess
Thank You All
I'll keep you posted