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Subject:  Board turnover
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ArtL1
(Florida)

Posts:133


12/09/2017 9:29 AM  
For a FL HOA (FS 720), supposing the members were unhappy enough with the current board that the entire board was replaced at the annual meeting and election, what should the new board expect the old board to pass on as far as information on current issues, decisions that have been made that were not recorded in board meeting minutes, prior communications between the board/management company/HOA attorney?

We've been blindsided on one issue where a vendor was hired to do work, and the first we heard of it was when the manager told us (the new board) when the vendor would be on-site.

There are also numerous issues where it'd be nice to know what was "said" between the HOA attorney and the board (and whether the attorney gave bad advice or the board chose not to take good advice).

We were given nothing (granted...we haven't asked [yet]), and so the management company has been the only source of any continuity.

Is it reasonable to request the attorney and old board send us all board/attorney communications? The attorney works/worked for the HOA/board...not the individual board members, so I would think as the new board, we are entitled to all of those communications.
TimB4
(Virginia)

Posts:16291


12/09/2017 10:22 AM  
The Board should pass on the records of the Association.

Since you have a manager or MC, it's possible that they have custody of the records and there is nothing to pass on.

If you have Association email accounts, passwords should be passed on as well.


If you are very interested in legal communications, contact the Association attorney and ask for a summary of the past work over xyz issue. Expect to pay for their time.
BillH10
(Texas)

Posts:359


12/09/2017 10:22 AM  
Art, I suggest you ask the property manager to put together the following: a list or table of all projects in progress with status, any open issues or claims, open property owner compliance issues, delinquencies, collection status and next steps, lawsuits in progress, etc. You should also ask for a briefing on the financial health of the association, the budget for 2018, a review of the 2017 actuals to budget, a review of the reserve plan, projects planned for the coming year (and future years), an explanation of how to read the financial reports, and anything else you can think of. I'm certain others will have additional suggestions.

After all that, if you feel it necessary, by all means ask the old board. Depending on the reasons why they were not reelected, you may or may not receive their cooperation.

The management company should maintain your association records and correspondence. If the old board has originals of association records, they should be turned over to the management company.
KerryL1
(California)

Posts:6350


12/09/2017 1:07 PM  
Bill's list makes sense, Art. But us your MC involved in all on the list? Or does it just do a few things for you?

I'd sure want to review the "surprise" contract to make sure it's valid. Ask the MC for it right away.
KerryL1
(California)

Posts:6350


12/09/2017 1:28 PM  
Congratulations, Art, to your and the new Board for getting rid of the old one. Can you tell us the size of your HOA and board?

If you have the time, it might help some who read this forum to know how you found the votes to defeat the old board.

Your strategies? Your actions?

Often, HOA members feel helpless in the face of an ignorant or abusive board. We were able to get a majority of us good guys on the Board in a year. But it sounds like y'all did it in one campaign season.
GenoS
(Florida)

Posts:2896


12/09/2017 6:11 PM  
I think Tim, Bill and Kerry nailed it pretty much, Art. I'd ask the attorney to prepare a summary of what he did for the association in the past year. Get ready to pay for that, though.

If your association isn't too big, I'd look to obtain a "General Ledger" report from your bookkeeper or accountant (perhaps the management company). Ours provides a monthly and a YTD GL report along with an Excel spreadsheet. Consider going over it line-by-line and identifying what was paid to whom and note where recurring payments seem likely. They should be to your regular vendors and contractors. It may take a few hours, perhaps more than a few, but I guarantee you'll know just about all you need to know once you've studied it. Ask questions if you don't understand where any of the money came from or was paid out to.
JanetB2
(Colorado)

Posts:4168


12/09/2017 8:16 PM  
The information to be turned over would be similar to what the Developer was to give the association when they turnover ... for example 720 states:

720.307 Transition of association control in a community.—With respect to homeowners’ associations:
(4) At the time the members are entitled to elect at least a majority of the board of directors of the homeowners’ association, the developer shall, at the developer’s expense, within no more than 90 days deliver the following documents to the board:
(a) All deeds to common property owned by the association.
(b) The original of the association’s declarations of covenants and restrictions.
(c) A certified copy of the articles of incorporation of the association.
(d) A copy of the bylaws.
(e) The minute books, including all minutes.
(f) The books and records of the association.
(g) Policies, rules, and regulations, if any, which have been adopted.
(h) Resignations of directors who are required to resign because the developer is required to relinquish control of the association.
(i) The financial records of the association from the date of incorporation through the date of turnover.
(j) All association funds and control thereof.
(k) All tangible property of the association.
(l) A copy of all contracts which may be in force with the association as one of the parties.
(m) A list of the names and addresses and telephone numbers of all contractors, subcontractors, or others in the current employ of the association.
(n) Any and all insurance policies in effect.
(o) Any permits issued to the association by governmental entities.
(p) Any and all warranties in effect.
(q) A roster of current homeowners and their addresses and telephone numbers and section and lot numbers.
(r) Employment and service contracts in effect.
(s) All other contracts in effect to which the association is a party.
(t) The financial records, including financial statements of the association, and source documents from the incorporation of the association through the date of turnover. The records shall be audited by an independent certified public accountant for the period from the incorporation of the association or from the period covered by the last audit, if an audit has been performed for each fiscal year since incorporation. All financial statements shall be prepared in accordance with generally accepted accounting principles and shall be audited in accordance with generally accepted auditing standards, as prescribed by the Board of Accountancy, pursuant to chapter 473. The certified public accountant performing the audit shall examine to the extent necessary supporting documents and records, including the cash disbursements and related paid invoices to determine if expenditures were for association purposes and the billings, cash receipts, and related records of the association to determine that the developer was charged and paid the proper amounts of assessments. This paragraph applies to associations with a date of incorporation after December 31, 2007.
JanetB2
(Colorado)

Posts:4168


12/09/2017 8:18 PM  
On top of that I would ask for any information from the attorney ... unless provided by the prior BOD which would save the HOA $$$.
ArtL1
(Florida)

Posts:133


12/09/2017 10:08 PM  
Posted By KerryL1 on 12/09/2017 1:28 PM
Congratulations, Art, to your and the new Board for getting rid of the old one. Can you tell us the size of your HOA and board?

If you have the time, it might help some who read this forum to know how you found the votes to defeat the old board.

Your strategies? Your actions?

Often, HOA members feel helpless in the face of an ignorant or abusive board. We were able to get a majority of us good guys on the Board in a year. But it sounds like y'all did it in one campaign season.




I've covered this in other threads here...but we're just over 300 homes. Getting the votes really wasn't hard...just time consuming. I used the state's sample as a guide to draft my own limited proxy and as soon as we had the details for the time/date/location of the annual meeting, I started walking the neighborhood asking members to fill out a proxy. Many did so on the spot. Others, I'd leave a proxy with and come back another time(s) to see if they'd completed it. I took advantage of technology to make the job easier...using the property appraiser's web site map view, so as I approached each home, I knew who I should be talking to. This also made it possible to avoid renters, since those typically have the owner address not match the property address or in some cases, the owner is obviously a company rather than an individual or couple. I later found that I'd also avoided some non-renters who just didn't use their home mailbox as their mailing address. With a few hundred homes to deal with, I realized pretty early in the process that I needed to track my progress, so I started a spreadsheet that I'd update while walking from one house to the next or after each outing, tracking where I'd been, who I'd spoken to, whether they said they were going to the meeting or had given me (or someone else) a proxy, etc.

It helped quite a bit that the board had made themselves somewhat unpopular with inconsistent rules enforcement, questionable choices in management companies, poor management of the management company, abysmal communications skills, and shall I say, shady practices that were at times illegal. I think in all the homes I visited, I only found one that was supportive of the board. Most, when I asked them if they'd like to see a change in the board, were like "where do I sign?"

Unfortunately, our docs dictate that our board is only 3 people, which combined with FL law makes it pretty challenging. We've done an awful lot of email communication because FS 720 says if a quorum (2 of us) meets to conduct HOA business, that's a board meeting, and it needs to be noticed and open to the members.
KerryL1
(California)

Posts:6350


12/10/2017 9:43 AM  
Thanks for the details, Art. I've often suggested there needs to be a unified approach of a few or more Owners to kick out a bad board. Your work tells us that one person can do it if they're committed and knowledgeable and are rigorous in their approach.

Kudos!
ArtL1
(Florida)

Posts:133


12/10/2017 1:19 PM  
Posted By KerryL1 on 12/10/2017 9:43 AM
Thanks for the details, Art. I've often suggested there needs to be a unified approach of a few or more Owners to kick out a bad board. Your work tells us that one person can do it if they're committed and knowledgeable and are rigorous in their approach.

Kudos!




Given sufficient time, one definitely can do it, but you still need to come up with a slate of new candidates for the board, and it's a lot easier if you can get those candidates to help out with the proxy collection effort. I'd hoped that each of us would bring at least 20 proxies to the meeting, and combined with the members attending in-person, we'd have quorum. When I saw the others weren't getting the sort of collection results I was, I worked well past my goal, and ended up collecting more than 3x as many proxies as I'd planned to.
JanetB2
(Colorado)

Posts:4168


12/16/2017 11:17 PM  
Posted By ArtL1 on 12/10/2017 1:19 PM
Posted By KerryL1 on 12/10/2017 9:43 AM
Thanks for the details, Art. I've often suggested there needs to be a unified approach of a few or more Owners to kick out a bad board. Your work tells us that one person can do it if they're committed and knowledgeable and are rigorous in their approach.

Kudos!




Given sufficient time, one definitely can do it, but you still need to come up with a slate of new candidates for the board, and it's a lot easier if you can get those candidates to help out with the proxy collection effort. I'd hoped that each of us would bring at least 20 proxies to the meeting, and combined with the members attending in-person, we'd have quorum. When I saw the others weren't getting the sort of collection results I was, I worked well past my goal, and ended up collecting more than 3x as many proxies as I'd planned to.


Awesome!!!! I have pounded lots of sidewalk pavement myself in the past. And why I tell everyone they can make a change, if they are willing to put forth the effort. Not only watch the proposed changes to your HOA’s ... but also your local governments.
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