Serious problems with new HOA

Bear with me for this long diatribe:

Our HOA is 3 years old. The Board has difficulty with the following our CC&Rs which state: "the board will be conducted in accordance with the bylaws and [our state statutes]." Also "At the first meeting of the permanent Board of Directors, the new Board shall adopt Bylaws. The Board will make copies of the Bylaws available to Lot Owners upon request." And "The terms of the Board are defined in the Bylaws." Finally, All powers of the Board must be exercised in accord with the Bylaws. . . ."

Our HOA was incorporated in January 2006 by a shell company of our developer. During the October 2007 turnover meeting held by the developer, the following officers were elected: President (director), Secretary (director), Treasurer (director) and 1st and 2nd Vice Presidents (non-directors). The developer turned the HOA over to the homeowners/Board with instructions to adopt and ratify Bylaws.

What Happened After the turnover meeting: On a holiday, Martin Luthern King Jr. day, January 2, 2008, the 1st Vice President, who is not a director and had no authority to call a meeting, emailed the other directors/officers that she was having a meeting that night. The Treasurer (a director) was not home and did not see the email until 9:00 p.m. No agenda or purpose was stated in the email. The Treasurer contacted all other board members and directors to express concern that a meeting was conducted pursuant to our open and in full view statutes. Treasurer is informed by all remaining board members that they did not have to notify association members in writing, and that the meeting was held legally.They want to do everything in closed meetings and then announce to the association how things are going to be.

Treasurer also learns the purpose of the meeting was for the 1st Vice President to announce that the President had resigned because she had broken up with her boyfriend, the homeowner. It was the first time that Treasurer knew that the President was not a lot owner. Our CC&Rs specifically state that a director/officer needs to be a lot owner. Treasurer also informed the Board members that the vice president does not automatically step into the position of President and the DIRECTORS are the only ones who could vote upon that. And since the President resigned, and the Treasurer was absent because of insufficient notice of the meeting, the Secretary was the only director to vote at that meetings. This brings the Board to a standstill. Finally, at the time of the annual meeting in 2008, the "President/former Vice President" calls the annual meeting but does not notify the Treasurer of the meeting. At the annual meeting, a new slate of officers is elected, and Treasurer finds out he has been replaced at a meeting he had no knowledge of.

November 2009 Annual Meeting: Without ratified and signed bylaws, the new Boaard called another annual meeting in November 2009. No quorum is present. The annual meeting is continued to February 2010. During the time between 11/2009 and 02/2010, it is discovered that the Board never ratified Bylaws.

An attorney was present at the 11/2009 and 02/2010 meetings on behalf of the "Board" because they were afraid the Treasurer was going to challenge them. If the board has no ratified or signed Bylaws, how can they authorize retaining a lawyer? The lawyer now knows there are no Bylaws and is trying to scramble to fix this problem.

What should I do as an association member? What should the directors from the above mess do? What do you do when your board wants to rule and not serve? What do you do when a director cannot grasp “all meetings” applying to every time the board of directors meets? What do you do with people who do not understand until you have bylaws you have no authority to do anything but yet they hold the Board and association hostage? How is it the only director who understands corporate governance by deliberative body is the one ousted?

OK, I’ll try. First off Christine you need to understand that there is a learning curve to HOA’s and it appears that the BOD is attempting to get it together. But more importantly you need to understand that the power of the HOA comes from the Homeowners, while the BOD may direct the actions of the HOA the real power is wielded by the H/O’s voting people onto or removing them from the BOD. If you don’t think this bunch is going to cut it then find some H/O’s willing to serve and vote them on and the ones there off.

As to the meeting notice fiasco could you post the relevant section? It would be even better if you could post your Covenants or a link to them.

I wasn't the Board member. I am just an HOA member who has asked for notice of Board meetings so that I could attend. Our state statutes require it. But the Board says they don't have to tell me when they meet and I am not entitled to attend.

The Treasurer who was voted off is a friend of mine, but I was researching the statutes, our CC&Rs, and Bylaws which I now find out were a draft and not even signed or ratified.

So - - I, like you, questioned the quorum present at the so-called Board meeting; the notice requirements; and who has directors votes.

I know I'm right about a member being allowed access to Board meetings and being given notice, once the member requests notice of the Board meetings.

I also now our CC&Rs specifically states that the initial Board is the only Board to adopt and ratify Bylaws. They also specifically state that the term of the first board cannot end until they have ratified Bylaws.

Everything is in the CC&Rs, and that document, plus our state statutes, are the only things that control, as there are no Bylaws. I really think that the two elections that were held since the 1st Board was appointed, which meetings were called by the Vice President who appointed herself President, are not valid because 1) there are no Bylaws authorizing the Board to call meetings; and 2) our CC&Rs clearly state that the 1st Board's term is not over until they have ratified Bylaws, which they do not.

I was trying to recite a long history - - - I agree there are personal conflits on the Board. I'm not part of that Board and never was. I am a member making sure my money goes where it's supposed to go and that there is a duly-appointed Board, following all rules, managing my money.

Christine,
I agree with Roger, especially about the last part of a grass roots movement.
I would get a few members toigether and have a little chat about what you want to do and who is going to lead the parade and who is going to take the helm. No doubt you can do this, but are you right and are you strong willed enough to do it, is the question. If you all can commit to the association, do it, if you are following personal agendas, don't do it. It's your life, your money and right now, you need leadership. I am betting if you all show some organization, maybe a well controlled website to make your case, you will win the day.
I also guess those causing the trouble don't have a clue on what it takes to run an HOA. Sad, but not uncommmon and not damning, just the way it is. All are your neighbors and must be considered as such, do everything you can with them to get the job done, but get the job done, with or without them.