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JeffR7
(California)
Posts:245
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| 11/07/2011 10:08 AM |
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Dorothy, did you consult an attorney when you amended your Bylaws?
I don't think you can get rid of directors. Directors are elected and officers are appointed, usually by the board. |
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DorothyO
(Washington)
Posts:200
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| 11/07/2011 10:33 AM |
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Jeff,
This was done before I moved here, but the way the Bylaws read there were only ever three "positions" that made up what was called the Board of Directors -- President, Vice-President and Treasurer/Secretary. There were never Officers AND Directors. The Directors WERE the Officers. According to the Bylaws these positions are elected by the homeowners at the annual meeting and not appointed. I think because from the beginning there have never been any positions other than the three positions on the Board, the GDRC (Governing Documents Review Committee)chose to clarify and simplify the nature of the Board, by getting rid of the word Director altogether. The Bylaws need 51% of the HOA to amend, which was achieved, and the Board went on as usual. |
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SusanW1
(Michigan)
Posts:5202
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| 11/07/2011 11:35 AM |
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USUALLY:
All officers are directors
Not all directors are officers.
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TimB4
(Virginia)
Posts:3801
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| 11/07/2011 3:11 PM |
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Dorothy,
I expect that you are a non-profit corporation. As such, you would be required to comply with Chapter 24.03 RCW, better known as the Washington nonprofit corporation act.
If your Bylaws are in conflict with this act, and I think they may be based on what you posted about Directors and Officers, this act would be the controlling document unless it defers to your governing docs.
Hope this helps,
Tim
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DorothyO
(Washington)
Posts:200
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| 11/07/2011 5:25 PM |
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RCW 64.38.010 (HOA Statute)
Definitions. (Effective January 1, 2012.)
For purposes of this chapter:
(3) "Board of directors" or "board" means the body, regardless of name, with primary authority to manage the affairs of the association
Tim,
I think we are good. As far back as I have records for, from when the developer was still in control, to when the development was complete and he resigned, till now, there have never been directors and officers. There has only been a "Board," with the three officers, always elected by the members. And yes, the original Bylaws do have the standard boiler-plate definitions of "Directors" and "Officers," but as the original governing body was the developer and his wife, who were also the Residential Committee before there was ever a homeowner on the Residential Committee, I can only surmise at some point the "officers" were elected. The first six years of records are missing, so I have no paper trail as to how the original governing body was established or constructed. What I do have is the following fourteen years of Minutes where there has never been a Board of Directors and Officers, just the Board with the three officers, which has been the managing body, from what I can tell, even before the developer was no longer a part of the association.
And while I know what the Washington Non-Profit Corporation Act says about a non-profit being governed by a Board of Directors, the above HOA statute seems to give leeway to that. Perhaps because of the understanding that some HOA's are small enough to not be able to have the two-tiered structure of governance and that apathy is the norm in most HOA's, So, the little, but crucial article "or" as opposed to the big, bad, "and," in the above statute says to me that as long as an association's managing body follows the rules and regulations in its governing documents, original or amended, as voted on by the required majority of members, it is in good standing.
Now whether we had at one time a Board of Directors in some form in the nascent days of the 'hood, I don't know. What I do know is that if someone gets a bee in their bonnet about not having a Board of Directors and Officers, they would no doubt have to file a lawsuit to figure it all out. Seeing as how the paper trail we do have for the last fourteen years is totally transparent as to amendments, as well as to a well-run association, with only two legal issues in all that time, I'm not going to worry too much about this. Famous last words, huh. . .?
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