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Subject:  Board Resolutions
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ScottK1
(South Carolina)

Posts:32


10/23/2012 1:06 PM  
I have a question about what a Board Resolutions can be used for. I am on the Board of a 97 Single family home HOA in South Carolina. When the CC&R’s and Bylaws where written they talked about enforcement for not complying with the CC&R’s / Bylaws, but never stated what would happen if there is in violation. What I have read is if the community’s documents stop short and does not provide further detail outlining how the CC&R’s will be enforced, what the fines will be, or when will they be levied.Under this set of circumstances, a resolution can be written to provide more clarity for both the homeowners and the board.Can the board write these Resolutions and vote on them without bring it to a vote of all 97 members? It states that the Deceleration can be amended or terminated but requires 75% members to approve it. But does a Board Resolution just clarify the original intent or is it considered an amendment?


Thank You
Scott
JohnC46
(South Carolina)

Posts:8419


10/23/2012 5:09 PM  
Scott

If the docs allow for some type of fining/late fees (which they probably do) it is up to the BOD to establih such. The BOD cannot be capricious but they can pretty well setup most any schedule or amount they care to setup.




TimB4
(Virginia)

Posts:16379


10/23/2012 6:23 PM  
Scott,

Resolutions are formal decisions and policies adopted by the Board.

The authority to make these decisions and/or polices are contained within the governing documents (CC&Rs, Articles of Incorporation and Bylaws) and/or State laws (HOA/COA and Corporate).

Resolutions are typically adopted to do one or more of the following:

a) Establish rules or regulations regarding the common area (example: pets must be on a leash)

b) Clarify Gray areas of the governing documents (example: how a passage will be interpreted if there are two or more ways to interpret it).

c) Establish procedures when the governing documents specify the Association will do a,b,c but is silent on how that is to be accomplished (example: enforcement policies, architectural guidelines).

Attached is a list of policies every Association should have which has been posted on this forum in the past (that's where I got it).

NOTE: If a resolution is in conflict with the CC&Rs, Bylaws, Articles of Incorporation or Federal/State laws the resolution is unenforceable.



Can the board write these Resolutions and vote on them without bring it to a vote of all 97 members?

Yes. Resolutions are adopted by the Board.
Amendments to the CC&Rs, Bylaws and Articles of Incorporation are amended by the membership.

Some States have passed laws that allow the membership to overturn a resolution (rule/reg) adopted by the board. I do not know if SC is one of them. However, even if a State law doesn't exist, since resolutions are adopted by the Board, they may also be amended or abolished by a future board. Therefore, if the membership disagrees with a decision or policy of the Board, they can simply vote the current board out of office and replace them with individual who will change the resolution.


It states that the Deceleration can be amended or terminated but requires 75% members to approve it. But does a Board Resolution just clarify the original intent or is it considered an amendment?

A Resolution is in addition to the CC&Rs, Bylaws and Articles of Incorporation. Resolutions do not and cannot amend those documents. If there is a conflict between a resolution and one of those documents, the resolution is not enforceable.

Hope this helps,

Tim

Attachment: 11023231831571.doc

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