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Subject: Can you opt out of an HOA?
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CatF
(Michigan)

Posts:49


01/17/2019 8:30 AM  
I already know the real answer is NO. But I'm at the end of my rope with our BOD. We are a site condo community and the board enforces NOTHING. I am a new member and I'm sure they regard us newbies who are questioning the "status quo" as troublemakers.
They refuse to get insurance to protect the members. They refuse to seek advice from a "real" HOA attorney, they're good with the small town guy we have who, in my opinion, knows nothing.
They don't vote on issues. They are allowing a guy in our neighborhood to rent on AirBnB when it is clear in the restrictions that he can't. (I posted earlier on this whole issue.)
I am seriously considering either a) hiring an attorney and suing them to do their jobs or b) just quitting the board and doing whatever I want.
Our accountant is abrasive and doesn't do his job or entertain others' input. Our "president" doesn't even live here full time and doesn't want negativity in his "happy place". UGH.
Help!!
CathyA3
(Ohio)

Posts:243


01/17/2019 8:49 AM  
The lack of insurance in alarming.

Anyway, you know the answer: no, you can't opt out, unless you define "opt out" as "sell your home asap". In some situations, running away is a perfectly appropriate response.
CathyA3
(Ohio)

Posts:243


01/17/2019 9:01 AM  
Posted By CathyA3 on 01/17/2019 8:49 AM
The lack of insurance in alarming.

Anyway, you know the answer: no, you can't opt out, unless you define "opt out" as "sell your home asap". In some situations, running away is a perfectly appropriate response.




Should have added: to know if moving is the correct action for you, you'll have to decide how much of your life and your money you want to throw at this problem? Your community appears to have some significant issues, and you won't be able to solve them by yourself. At the very least you'll need some like minded neighbors to work with you (ie. get elected to the board themselves and start to do things right). Righting the ship even in a community with minor issues can still be exhausting and time-consuming. Is your home worth the effort, or would you be best served by finding a different place to live?
CatF
(Michigan)

Posts:49


01/17/2019 9:01 AM  
Our dues go to upkeep of our road, and amount to about $80k but they dont want to spend money on other things. UGH.
SheliaH
(Indiana)

Posts:2464


01/17/2019 9:28 AM  
Yes, but you didn't answer Cathy's question. Outside of the drama with the board, do you like your home and want to stay there? If so, then you'll need to roll up your sleeves and find like minded neighbors to work together. You didn't say how many homeowners you have, but if all of you outnumber all of the board members, it's a matter of voting all of them out or recalling them (check your documents to see how it's done - if it doesn't specify recall instructions, look for something that shows how homeowners can call a special meeting). It really is a numbers game - you might not get everyone to go along with you (they might not care and won't listen to anything you say), but if you can get the property percentage to force a special meeting and then get the proper percentage to show up to establish a quorum, you're good to go.

Of course, this also means you'll need people willing to step and dig in to turn things around - starting with you. You need to decide now how far you want to take this because it won't be easy and happen overnight. It CNA be done if you and your neighbors are willing to put in the work. Good luck!

CatF
(Michigan)

Posts:49


01/17/2019 2:12 PM  
Thanks for the advice. That is the million dollar question, isn't it? There are already neighbors who have moved out because of the AirBnB guy. Most of the other neighbors are too chicken to face them down. But it might be a good answer!
KerryL1
(California)

Posts:6350


01/17/2019 3:57 PM  
I may remember it wrong, but I think at was given basically the same advice as Sheila & Cathy are giving now. And they are right. there is NO easy way to fix this. It takes joint effort and knowledge. And, yes, it CAN be done.
MelissaP1
(Alabama)

Posts:8080


01/18/2019 4:54 AM  
I want to follow the logic here... You want to sue your HOA to force them to "do their job"? Suing your HOA is suing yourself and your neighbors. So how does this fix your issue? The Board's job would involve hiring a lawyer. Money and effort better spent "doing their job".

Think you need to get a better understanding of how a HOA works and what it is. It's YOU and YOUR neighbors running the place. It's not a "They or Them". So if you want someone to do their job, don't look farther than your hind end. You are just as responsible for what your HOA does as anyone else is.

We here who have been on the board or involved in our HOA's have done just that. We attended meetings. Read the rules. Educated ourselves and others on those rules. Plus we understand that you can't please everyone or knee jerk react. There are limitations on what actions one can take. Limited by the HOA laws and "real life" laws.

I say if you want to quit your HOA, go sell. If you want to live in it, then get involved.

Former HOA President
CatF
(Michigan)

Posts:49


01/18/2019 6:00 AM  
OK, let's take out the antagonistic language here, huh? I came looking for some advice because I am frustrated.

There are seven people on the board. Another neighbor and I are new to the board and, backed up by about six others (spouses included), we are unhappy with how things have been run: very "loosey goosey", members worried about losing friendships, a disagreement over what the restrictions actually say, worried about keeping the local attorney over one who has more expertise who can actually help us.

This is a very small town, where the supervisor is a "good old boy". As an example, we had a meeting which involved the township and the gas company to which other HOAs were invited. The supervisor personally contacted one of the "GOBs" on our board to tell him about the meeting, and neither one told the rest of us who would've liked to attend.

She and I have talked and prodded and bitched and argued at these meetings and as I said, nothing really gets done. The AirBnb guy is still on the board, still allowed to participate in discussions, as well as vote, on this topic as well. The board president, as I said, doesn't live here year round and doesn't want the drama but won't give up his seat. As I said, the accountant is a bully. Nothing is ever voted on, minutes don't reflect the real conversation, it's all so much to try and tackle. And we only meet once every three months.

No, I don't want to sue the board with myself on it. I was given that advice before I got on the board. The board, without a vote, said they would pay us to consult with an outside attorney, which we did. Then they reneged and told us they wouldn't pay the bill because we had already consulted with him before they approved it.

Like I said, I am at an absolute loss and that's why I'm here. I need concrete steps to help us know where to go from here, not lectures. Thank you in advance for your patience and help.
CathyA3
(Ohio)

Posts:243


01/18/2019 7:25 AM  
Posted By CatF on 01/18/2019 6:00 AM
OK, let's take out the antagonistic language here, huh? I came looking for some advice because I am frustrated.

There are seven people on the board. Another neighbor and I are new to the board and, backed up by about six others (spouses included), we are unhappy with how things have been run: very "loosey goosey", members worried about losing friendships, a disagreement over what the restrictions actually say, worried about keeping the local attorney over one who has more expertise who can actually help us.

This is a very small town, where the supervisor is a "good old boy". As an example, we had a meeting which involved the township and the gas company to which other HOAs were invited. The supervisor personally contacted one of the "GOBs" on our board to tell him about the meeting, and neither one told the rest of us who would've liked to attend.

She and I have talked and prodded and bitched and argued at these meetings and as I said, nothing really gets done. The AirBnb guy is still on the board, still allowed to participate in discussions, as well as vote, on this topic as well. The board president, as I said, doesn't live here year round and doesn't want the drama but won't give up his seat. As I said, the accountant is a bully. Nothing is ever voted on, minutes don't reflect the real conversation, it's all so much to try and tackle. And we only meet once every three months.

No, I don't want to sue the board with myself on it. I was given that advice before I got on the board. The board, without a vote, said they would pay us to consult with an outside attorney, which we did. Then they reneged and told us they wouldn't pay the bill because we had already consulted with him before they approved it.

Like I said, I am at an absolute loss and that's why I'm here. I need concrete steps to help us know where to go from here, not lectures. Thank you in advance for your patience and help.




I understand your frustrations. Part of it is the nature of HOAs and being on the board. Yes, it IS hard to do things properly because board members have to live in their communities, and contrary to what many homeowners think, they don't enjoy being the bad guys and making hard decisions. It's also frustrating to be the lone voice of reason on a board that's largely made up of folks who are uninformed or who are acting in their own self interest like Airbnb Guy.

As Kerry mentioned earlier, your HOA can be fixed, but you can't do it by yourself. You'll need enough like-minded people to get elected to the board so that you have a majority. THEN you can make things happen.

You know your community better than we do. Do you think you and your neighbors can form a majority on the board? Do you have the time, energy, and emotional stamina to correct things? ('Cause you will get push back from those who benefited from the loosey-goosey status quo.) How much do you love your home and the community itself? Are these things worth fighting for? Would you stop loving your home so much after several years of fighting to straighten out the HOA? (Burn out is a very real thing, and I think the best, hardest working board members burn out the fastest.) If nothing changes from the current status, could you be content to stay and just ignore the mess?

It's hard to untangle all of the conflicting thoughts and emotions surrounding this issue, but ultimately it boils down to a simple decision: would you be better served by staying in your HOA or by selling your home and moving?
SheliaH
(Indiana)

Posts:2464


01/18/2019 7:50 AM  
We really do understand your frustration – as Melissa said, some of us have seen this movie and its sequel(s)! Now it’s a matter of doing because things won’t change otherwise and sitting around feeling frustrated will only raise your blood pressure. You have suggestions, so get busy.

As I said earlier, you can’t do this alone. You say you and one neighbor are new to the board and have seen the remaining five aren’t doing what they need to do. You also say there are six homeowners who are just as frustrated as you are, which means there are at least eight people who want change. That’s where you start.

You don’t say whether the “loosey goosey” neighbors are on the board or not – if they are, they need to go if they’re more interested in maintaining friendships as opposed to doing what’s right for the association. Having friends is wonderful, but when you’re on the board, you’re expected to be the adult in the room and sometimes that means making necessary decisions others might not like.

Surely there are other people besides you and the other seven who care – you have to go out and find them. They may hesitate at first, but once they see what’s going on, they might become more supportive. If they don’t, you may have enough people so that won’t matter. You cannot and must not let one or two people run roughshod over a bunch of other folk – otherwise you and everyone else will get what you deserve. You must change the makeup the board before you can address the attorney, the accountant’s behavior, AirBnb rentals and all the rest.

As for this supervisor, does he live in your community? If not, ignore him. By the way, there are other ways to stay up to date on town meetings – call the main office and ask or check their website.

(Speaking of AirBnb, Cathy made an excellent point about those rentals in a recent conversation on this board – I think it’s the one concerning email approval of board meeting minutes. Once you get everything else settled, that comment could be an excellent starting point in developing a policy)

I end with a quote I saw recently on the Huffington Post – something to keep in mind as you work your way through all this (or anything else in life, really):

“We are blithely accepting the unacceptable. We are not strongly declaring that the things going on are not right.

There is a start in there somewhere.

Here is my blueprint for tackling hard things. First, I remind myself that just because it's hard doesn't mean I get to avoid doing it. Then I pick a place to start. Then I do "the next right thing", and then the next, repeatedly until done.

Prayer comes with it and throughout. Secret weapon: repeating Teresa of Avila's prayer as a meditation: "And all shall be well. And all shall be well. And all manner of things shall be well."

In time, solutions have come I didn't know existed or were possible.”

Come back and tell us how it’s going and feel free to bounce ideas off us! Every day we all learn something new.
SheliaH
(Indiana)

Posts:2464


01/18/2019 7:51 AM  
We really do understand your frustration – as Melissa said, some of us have seen this movie and its sequel(s)! Now it’s a matter of doing because things won’t change otherwise and sitting around feeling frustrated will only raise your blood pressure. You have suggestions, so get busy.

As I said earlier, you can’t do this alone. You say you and one neighbor are new to the board and have seen the remaining five aren’t doing what they need to do. You also say there are six homeowners who are just as frustrated as you are, which means there are at least eight people who want change. That’s where you start.

You don’t say whether the “loosey goosey” neighbors are on the board or not – if they are, they need to go if they’re more interested in maintaining friendships as opposed to doing what’s right for the association. Having friends is wonderful, but when you’re on the board, you’re expected to be the adult in the room and sometimes that means making necessary decisions others might not like.

Surely there are other people besides you and the other seven who care – you have to go out and find them. They may hesitate at first, but once they see what’s going on, they might become more supportive. If they don’t, you may have enough people so that won’t matter. You cannot and must not let one or two people run roughshod over a bunch of other folk – otherwise you and everyone else will get what you deserve. You must change the makeup the board before you can address the attorney, the accountant’s behavior, AirBnb rentals and all the rest.

As for this supervisor, does he live in your community? If not, ignore him. By the way, there are other ways to stay up to date on town meetings – call the main office and ask or check their website.

(Speaking of AirBnb, Cathy made an excellent point about those rentals in a recent conversation on this board – I think it’s the one concerning email approval of board meeting minutes. Once you get everything else settled, that comment could be an excellent starting point in developing a policy)

I end with a quote I saw recently on the Huffington Post – something to keep in mind as you work your way through all this (or anything else in life, really):

“We are blithely accepting the unacceptable. We are not strongly declaring that the things going on are not right.

There is a start in there somewhere.

Here is my blueprint for tackling hard things. First, I remind myself that just because it's hard doesn't mean I get to avoid doing it. Then I pick a place to start. Then I do "the next right thing", and then the next, repeatedly until done.

Prayer comes with it and throughout. Secret weapon: repeating Teresa of Avila's prayer as a meditation: "And all shall be well. And all shall be well. And all manner of things shall be well."

In time, solutions have come I didn't know existed or were possible.”

Come back and tell us how it’s going and feel free to bounce ideas off us! Every day we all learn something new.
CatF
(Michigan)

Posts:49


01/18/2019 8:03 AM  
Thanks for your thoughtful replies.
Yes, we have at least 8 people (4 households) in a 54 unit community. Five people on the board who don't seem to want to do the hard work.
So now what do we do?

The five in question would have to resign, right? Or be voted off by us two members? Or the community? There are no provisions for this situation in the restrictions. The 8 of us show up at all the board meetings, members or not. We voice our opinions and are now considered troublemakers. I got a note from the president before one meeting asking me to keep it short and civil, in other words.

Basically at this point, we have consulted OUR attorney who said the restrictions say no STRs, the board has consulted their attorney who said they're fine. The board wants ME to write a letter to each attorney so they can work together to decide which it is, then if necessary amend the restrictions to reflect NO STRs (while at the same time allow Joe AirBnB to continue without following any existing or future restrictions).

I'm stuck at where to go next. This last point seems pretty stupid. Use the attorney who supports you, right??
AugustinD


Posts:1576


01/18/2019 8:35 AM  
Cat, your options are to (1) knock on doors, have private meetings and use snail mail and email to win enough support that, at the next election, you and a like-minded majority can win election and take control of the board; (2) resign from the board and take legal action (no way should you bring legal action against the HOA while on the board); or (3) move. I gather the problem you have with these options is that they are (a) slow and time-intensive; (b) not guaranteed to achieve the desired result; (c) expensive; and (d) may make your currently relatively genial relations with the current board members and others into a living hell. People here are speaking from experience here on the latter. It's not mere conjecture.

Regarding (1) I know that for many it takes having to go through the grueling experience of trying to win people over, all while your opponents are well-funded through the bank account of the HOA. It is especially difficult with a structure, like that of HOAs, that lacks the same sort of accountability as, say, a City Council. Factor in one other thing: Board members and their lacky HOA managers and HOA attorneys violating the law, to keep themselves in power, is common.
CathyA3
(Ohio)

Posts:243


01/18/2019 9:02 AM  
Adding some practical steps, since I was elected to the board as part of a small group of homeowners who wanted to solve some issues in my community:

* Make sure you can form a majority on the board, and get yourselves elected. I actively campaigned priority to the election, distributed flyers with my pic and bio and a list of what I wanted to accomplish.

* Educate yourself. Read your governing documents until you understand them. Can't emphasize this enough. Running an HOA is more difficult and complicated than you can imagine if you haven't tried to do it before. Many of the folks who hang out in this forum are long-term board members and community managers - we hang out because we still learn new things.

* Is your property manager doing a good job? A good manager can make a board's job easier, and it's a smart idea to know what's available even if you decide to remain with your current one. (I ran for the board in part to bring in the new company, which had replaced our previous manager in a growing number of area communities whose board members said that it had been a good move.)

* Right after I was elected, the board president and I put on retainer an Ohio law firm that specializes in association law. I know a lot of folks badmouth lawyers, justifiably in many cases, but my association's firm is wonderful. In exchange for a fairly modest annual retainer, we get free quarterly seminars on various topics and unlimited free 15-minute phone calls (for general advice, usually to make sure we know what we're doing about a particular issue). If they feel that we would be wasting our money by pursuing something, they will say so without prompting. If you can find a similar, reputable firm in Michigan, they can be a real asset in helping an inexperienced board to correct past missteps. (On a practical note, homeowners are more likely to accept something if they feel that the board knows what they're doing and that everyone is being treated fairly. Being able to cite a lawyer's opinion is helpful.)

* Make sure you do everything by the book, no shortcuts, no knee jerk reactions. Don't be afraid to stop and think about things as long as you need to to make a good decision.

* Understand that you'll have a lot of on-the-job training. No way to avoid that. You will make your own set of mistakes; education will reduce the number.


HOA governance in a nutshell:

* Federal law supersedes state law which supersedes local municipality law which supersedes HOA CC&Rs which supersede HOA rules and regulations. Fair Housing laws can be unforgiving and even good faith mistakes can be expensive.

* Hold your annual meeting as required. Most states require that the notice and election materials be sent by US Mail.

* Hold regular board meetings as required in your bylaws.

* Do not let your corporate status lapse. Bad things can happen if you do. File all necessary paperwork each year (tax returns, audits, etc.)

* Adequately insure the stuff that the HOA must insure.

* Have a reserve study done periodically (every 3-5 years) or right away if something major has changed in your community (such as capital improvements).

* Create realistic budgets, and set your annual/monthly assessments to cover your annual expenses plus your reserve contributions.

* Create an avenue for homeowners to communicate with the board. We use emails, newsletters and a web site that is kept up to date. Think twice about social media, since there are a number of legal and practical pitfalls.

* Reasonably enforce your CC&Rs. Try to hit a happy spot between too lax and overzealous jerk.

* Keep good records. Establish a separate board email address and separate personal email address for board business. Email is discoverable in legal actions.

* Understand the duties of a board member. Understand what must be kept confidential and what can be shared with homeowners.


Good luck!
CathyA3
(Ohio)

Posts:243


01/18/2019 9:20 AM  
Posted By CatF on 01/18/2019 8:03 AM
Thanks for your thoughtful replies.

The five in question would have to resign, right? Or be voted off by us two members? Or the community? There are no provisions for this situation in the restrictions. The 8 of us show up at all the board meetings, members or not. We voice our opinions and are now considered troublemakers. I got a note from the president before one meeting asking me to keep it short and civil, in other words.





Check your bylaws to see if there is language about holding a special meeting/recall election. If not, you'll probably have to vote them off as their terms expire.

"Short and civil" should be the motto of every homeowner and every board member! Attendees, including board members, must behave in a professional manner, and you don't want meetings lasting for several hours as they tend to become progressively less productive.
CatF
(Michigan)

Posts:49


01/18/2019 10:21 AM  
Wow. Thanks for all that advice and information!

1) We don't have elections. We don't even vote on board members. It's such a small HOA and small board that apparently they have trouble finding willing participants. That's how AirBnB guy got on...he just showed up when there was an opening. There is no "term" for members either. They just come and go as they please.
2) There is one meeting in August for all of the members of the HOA.
3) We just have a local small town attorney and the accountant and "good old boys" want him, saying he's on retainer.
4) When I say "loosey goosey", that's what it is. No votes, no distribution of minutes unless someone asks, only one mailing a year with the bill. That's it.

Where to go from here, I'm not sure!
CathyA3
(Ohio)

Posts:243


01/18/2019 11:06 AM  
Posted By CatF on 01/18/2019 10:21 AM
Wow. Thanks for all that advice and information!

1) We don't have elections. We don't even vote on board members. It's such a small HOA and small board that apparently they have trouble finding willing participants. That's how AirBnB guy got on...he just showed up when there was an opening. There is no "term" for members either. They just come and go as they please.
2) There is one meeting in August for all of the members of the HOA.
3) We just have a local small town attorney and the accountant and "good old boys" want him, saying he's on retainer.
4) When I say "loosey goosey", that's what it is. No votes, no distribution of minutes unless someone asks, only one mailing a year with the bill. That's it.

Where to go from here, I'm not sure!




I agree with your description of "loosey goosey" - wow.

I'm afraid to bring this up, but are you *sure* that your community has been renewing its corporate status regularly? Since your board doesn't seem to know what they're doing, I'd check. In Ohio this info is available on the Secretary of State's web site. I'd mentioned in a previous post that bad things happen if you allow your status to lapse. Among other things, homeowners are jointing and personally liable for injuries on common areas, any HOA insurance you may have is no longer in effect, and board members are personally liable to be sued for their actions.

**Because you're currently on the board, you should check this first since your personal finances could be doubly at risk.** Do it now.

Your elections should be held at your annual meeting in August. Look in your bylaws where it describes the number of board members. It should also specify the length of the terms, usually staggered in some fashion so that they don't all expire at the same time. Your incompetent board members may be ignoring their terms, but that doesn't mean they don't exist.

Assuming you and your neighbors get control of this, I'd find a better attorney (they don't have to be in town, just need to be able to practice in your state and need to be well versed in HOA law.) Then I'd suggest having the new attorney draft an amendment to the CC&Rs reducing the number of board members. Seven (?) is a lot for a community your size (my community of 74 units has a 3). A savvy lawyer can also point you to resources to help you understand all of the legal stuff you need to understand.

Then I'd find a better accountant.

If you're beginning to think that getting elected to the board is the easy part, you're right. Fortunately it sounds like you have enough homeowners in agreement that you should be able to get your majority on the board and start to clean house.


SueW6
(Michigan)

Posts:489


01/18/2019 11:20 AM  
No bylaws? Doesn’t sound right.

They had to be filed when the HOA was registered at the county.

You cant have a recall if unelected board members.
CatF
(Michigan)

Posts:49


01/18/2019 11:35 AM  
This is what I found as far as status: W.S. Condominiums Association is a Michigan Domestic Non-Profit Corporation filed on May 4, 1995. The company's filing status is listed as Active and its File Number is 73413x. Not much else there. It's just on a bizapedia page. Not sure where else to look.

There are no provisions for elections or length of terms in the restrictions/bylaws. They do have insurance for our common area, but refuse to get any for the board member liability.

They don't even have an y provisions for penalties when violating the restrictions. That's why this AirBnb guy is able to do what he does.
CatF
(Michigan)

Posts:49


01/18/2019 11:49 AM  
Yes we have bylaws and restrictions.
The bylaws discuss annual elections but don't mention term length. And of course, the current board doesn't actually go through the motions of elections.
GeorgeS21
(Florida)

Posts:1208


01/18/2019 12:35 PM  
I’m smiling ...

How can election language not specify how long office is held?

Cat - can you redact name of your association and paste applicable portions?

This doesn’t make sense...a board without elections? Elections without terms?
CathyA3
(Ohio)

Posts:243


01/18/2019 12:43 PM  
Posted By CatF on 01/18/2019 11:35 AM
This is what I found as far as status: W.S. Condominiums Association is a Michigan Domestic Non-Profit Corporation filed on May 4, 1995. The company's filing status is listed as Active and its File Number is 73413x. Not much else there. It's just on a bizapedia page. Not sure where else to look.

There are no provisions for elections or length of terms in the restrictions/bylaws. They do have insurance for our common area, but refuse to get any for the board member liability.

They don't even have an y provisions for penalties when violating the restrictions. That's why this AirBnb guy is able to do what he does.




OK, maybe good news about the corporate status. I don't know bizapedia; as I mentioned earlier, I found the info on the Secretary of State's web site (googled "Ohio condominium corporate status" and the link came right up). However, no insurance for board member liability (D&O insurance) is a very big deal, and it supports your opinion that these guys don't know what the dickens they are doing. I suspect most of the board members on this forum would refuse to serve without it. There is absolutely no way I would put my finances at risk, especially since there are always a few uninformed homeowners who threaten to sue at the drop of a hat.

It seems very weird that your governing documents wouldn't mention elections or length of terms. It's such a basic requirement of HOA or any other corporate governance. On the other hand, state law always supersedes association law. Maybe some of the Michigan folks know if there are laws that address this.
CathyA3
(Ohio)

Posts:243


01/18/2019 12:46 PM  
Oops, forgot this. Our CC&Rs don't specify penalties for violations. They just give the Board the right to impose penalties. It's up to the Board to come up with a schedule of fines and such like for various infractions.
CatF
(Michigan)

Posts:49


01/18/2019 1:05 PM  
The only thing it says is that elections are at the annual meeting.
No terms, no limits, nothing.

ARTICLE ill
BOARD OF DIRECTORS
Section l. Number. The affairs of the Association shall be governed by a Board of seven (7) Directors, all
of whom, except tor the directors appointed by the Developer, must be members of (or directors or officers or
partners of members of) the Association. Notwithstanding the foregoing, the first Board of Directors designated in
the Articles of Incorporation of the Association may consist of any persons including non-members. Directors shall
serve without compensation.
Section 2. Vacancies and Removal. Vacancies in the Board of Directors caused by any reason other than
the removal of a Director by vote of the members of the Association shall be filled by vote of the majority of
remaining Directors, even though they may constitute less than a quorum. Each person so elected shall be a Director
until a successor is elected at the next annual meeting of the Association to act for the unexpired term of his
predecessor (or for a full term if the predecessor's term would have expired at the time of such annual meeting).
At any regular or special meeting of the Association duly called, any one or more of the Directors may be
removed with or without cause by a majority of the co-owners and a successor may then and there by elected to fill
the vacancy thus created. Any Director whose removal has been proposed by the co-owners shall be given an
opportwlity to be heard at the meeting.
Section 3. Powers. The Board of Directors shall have the powers and duties set forth in the Condominium
Bylaws.
Section 4. Initial Meeting. The first meeting of a newly elected Board of Directors shall be held within ten
(10) days after its election at such place as shall be fixed by the Directors at the meeting at which such Directors were
elected, and no notice shall be necessary to the newly elected Directors in order legally to constitute such meeting,
providing a majority of the whole Board shall be present.
Section 5. Regular Meetings. Regular meeting of the Board of Directors may be held at such times and
places as shall be determined from time to time by a majority of the Directors, but at least four (4) such meetings
shall be held during each fiscal year. Notice of regular meetings of the Board of Directors shall be given to each
Director, personally or by mail, telephone or telegraph, at least ten (10) days prior to the date named for such
meeting.
Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the President on
three (3) days' notice to each Director, given personally or by mail, telephone or telecopier, which notice shall state
the time, place and purpose of the meeting. Special meetings of the Board of Directors shall be called by the
President or Secretary in like manner and on like notice on the written request of three Directors.
Section 7. Waiver of Notice. Before or at any meeting of the Board of Directors, any Director may, in
writing, waive notice of such meeting, and such waiver shall be deemed equivalent to the giving of such notice.
Attendance by a Director at any meeting of the Board shall be deemed a waiver of notice by him of the time and place
thereof unless his appearance is for the purpose of protesting the holding of such meeting. If all the Directors are
present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
Section 8. Quorum. At all meetings of the Board of Directors, a majority of the Directors shall constitute
a quorum for the transaction of business. If, at any meeting of the Board of Directors, there be less than a quorum
present, the Directors present at a meeting may adjourn the meeting from time to time. At any such adjourned
2
meeting, any business which might have been transacted at the meeting as originally called may be transacted without
further notice. The joinder of a Director in the action of a meeting by signing and concurring in the minutes thereof
shall constitute the presence of such Director for purposes of determining a quorum, but no proxies shall be
permitted.
Section 9. Bonding. The Board of Directors shall require that all officers and employees of the Association
handling or responsible for Association funds shall furnish adequate fidelity bonds. The premiums on such bonds
shall be expenses of administration.
ARTICLE IV
OFFICERS
Section 1. Designation. The officers of the Association shall be a President, Secretary and Treasurer, who
shall all be members of the Board of Directors.
Section 2. Election. The officers of the Association shall be elected annually by the Board of Directors at
the organizational meeting of each new Board and shall hold office at the pleasure of the Board.
Section 3. Removal. Upon affirmative vote of a majority of the members of the Board of Directors, any
officer may be removed either with or without cause, and his successor elected at any regular meeting of the Board of
Directors, or at any special meeting of the Board called in whole or in part for such purpose.
CathyA3
(Ohio)

Posts:243


01/18/2019 1:27 PM  
If it's not there, look in the CC&Rs, aka Declaration. There should be an article that describes the Unit Owners Association. It should also talk about the Board of Directors.
KerryL1
(California)

Posts:6350


01/18/2019 2:22 PM  
What's the name, Cat, of the document you cited that you're calling "it." Is it your CC&Rs or bylaws or articles of incorporation? I'm no expert but our bylaws and I think most spell out "Members" (homeowners) meetings. The main one is the annual meeting of the members and its purpose is to elect a board of directors.

Your wrote "restrictions/bylaws," but thy are NOT the same thing. They are generally two different governing documents. "restrictions" usually means CC&Rs--the "R" stands for Restrictions.

Bylaws do not need to recorded in any county, city or state agency. Since you are incorporated, you must have bylaws. If your bylaws don't say HOW to hold elections for directors, count ballots, etc., look at the corporations codes for your state. They might help. If your state has statutes for HOAs, look at those.
CatF
(Michigan)

Posts:49


01/18/2019 2:27 PM  
The document is just entitled the Master Deed, with the Condominium Bylaws to follow. That's all.
When I first posted about this a couple months back, people got on me because bylaws aren't restrictions etc. Well, technically all we have is bylaws.
CathyA3
(Ohio)

Posts:243


01/18/2019 3:00 PM  
A Master Deed is the same thing as a Declaration. In my association the Declaration holds all of the definitions, rights and responsibilities of the unit owners and the association, insurance requirements, and restrictions. Our bylaws were recorded along with the Declaration, so it's all one document on the county recorder's web site.
CatF
(Michigan)

Posts:49


01/18/2019 3:01 PM  
That's what we've got. But no term limits or anything about elections etc.
CathyA3
(Ohio)

Posts:243


01/18/2019 3:21 PM  
Posted By CatF on 01/18/2019 3:01 PM
That's what we've got. But no term limits or anything about elections etc.




Weird. If your documents truly say nothing about it, then provisions in state law will govern. Your association seems to have so many issues, I'd suggest competent legal advice at this point.
KerryL1
(California)

Posts:6350


01/18/2019 4:28 PM  
Right, Cathy & I agree you need to review your state's corporations codes and/ or statutes about HOAs or condos.

but I'm still wondering, Cat: you wrote that the Master Deed says: "...with the condominium bylaws to follow." So...are these bylaws physically attached to your deed restrictions? If not, where are they??
RichardP13
(California)

Posts:3512


01/18/2019 5:43 PM  
Posted By KerryL1 on 01/18/2019 4:28 PM
Right, Cathy & I agree you need to review your state's corporations codes and/ or statutes about HOAs or condos.

but I'm still wondering, Cat: you wrote that the Master Deed says: "...with the condominium bylaws to follow." So...are these bylaws physically attached to your deed restrictions? If not, where are they??



Bylaws in Michigan are recorded like the CCRs are.

Been there, Done that
MelissaP1
(Alabama)

Posts:8080


01/19/2019 5:09 AM  
Elections/positions information could be in the Articles of Incorporation. The incorporating documentation on the state's website.

Most HOA's do not have violations amounts defined. Hence why one needs a "Fining schedule" to levi fines or punishment. They may have the right to enforce violations but without a definition, it lacks any kind of teeth.

If you have not figured out already, it's not black and white running a HOA. What your frustrations are is just as limited on what a board can do in many cases. It may drive me crazy that someone has an AirNb. However, what does my documents state I can do about it? Especially since most documents now a days have never been updated to this new way of use of a home. Airnb's did not exist 20 years ago when the documents were written. Without updating or even knowing your documentation is, your all just stuck in the past.


Former HOA President
SueW6
(Michigan)

Posts:489


01/19/2019 4:06 PM  
Looks like Terms are one year - board member hold office until election at next annual mtg.
SueW6
(Michigan)

Posts:489


01/19/2019 4:15 PM  
Article III Section 9 mandates D & O insurance.

When were you incorporated AFTER the turnover from the developer?

How old are these bylaws?

Some boards act on “ consensus” but still, the decision should be in the minutes.


SueW6
(Michigan)

Posts:489


01/19/2019 4:27 PM  
Sorry - section 9 speaks about necessity of persons handling money to be bonded. Still, the board needs D&O insurance. The corporation protects the regular members, individually. Funny the lawyer hasn’t told the board to get coverage.

Boards can appoint people to fill vacancies on the board to reach their membership requirement. That’s how that guy got on your board.
KerryL1
(California)

Posts:6350


01/19/2019 4:54 PM  
Let's try this. Below is a document for Cat's condo HOA. What is the EXACT NAME of this document, Cat?

I've kept items that seem to relate to her issues, I show deletions with...which can be checked on her post.

ARTICLE ill [sic]
BOARD OF DIRECTORS
Section l. Number. The affairs of the Association shall be governed by a Board of seven (7) Directors, all of whom... must be members of (or directors or officers or partners of members of) the Association. ...Directors shall serve without compensation.

Section 2. Vacancies and Removal. Vacancies in the Board of Directors caused by any reason other than
the removal of a Director by vote of the members of the Association shall be filled by vote of the majority of
remaining Directors, even though they may constitute less than a quorum. Each person so elected shall be a Director
until a successor is elected at the next annual meeting of the Association to act for the unexpired term of his
predecessor (or for a full term if the predecessor's term would have expired at the time of such annual meeting).

At any regular or special meeting of the Association duly called, any one or more of the Directors may be removed with or without cause by a majority of the co-owners and a successor may then and there by elected to fill the vacancy thus created. Any Director whose removal has been proposed by the co-owners shall be given an opportwlity [sic] to be heard at the meeting.
Section 3. Powers. The Board of Directors shall have the powers and duties set forth in the Condominium
Bylaws.
Section 4. ....
Section 5. Regular Meetings. Regular meeting of the Board of Directors may be held at such times and
places as shall be determined...by a majority of the Directors, but at least four (4) such meetings shall be held during each fiscal year. ...
Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the President ...
Special meetings of the Board of Directors shall be called by the President or Secretary in like manner ...
Section 7....
Section 8. Quorum. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business
.... no proxies shall be permitted.
Section 9....

ARTICLE IV
OFFICERS
Section 1. Designation. The officers of the Association shall be a President, Secretary and Treasurer, who shall all be members of the Board of Directors.
Section 2. Election. The officers of the Association shall be elected annually by the Board of Directors at
the organizational meeting of each new Board and shall hold office at the pleasure of the Board.
Section 3. Removal. Upon affirmative vote of a majority of the members of the Board of Directors, any
officer may be removed either with or without cause, and his successor elected at any regular meeting of the Board of
Directors, or at any special meeting of the Board called in whole or in part for such purpose.


What seems to be missing are any procedures about HOW to hold an Annual Meeting of the Association (Owners, members)to elect directors: Are proxies permitted? Can ballots be mailed in? If so, who keeps them safe? How? Who counts the ballots and in what setting? In front of the owners? These are the things that are in my HOA's bylaws.

Sue's remarks about bonding are important.
KerryL1
(California)

Posts:6350


01/19/2019 5:18 PM  
Other questions for Cat: Sect. 6 is confusing, can you clarify? In other words it says spacial b meetings of th board can be called by the president aND?OR by the sec'y or press. this doesn't seem to make sense.

Another thing that should be in an Article & Section about Association elections is what the term of directors' service is.

so as Cathy also says, read your state docs on HOAs and/or corporations. And maybe, yes, you should get advice from a real HOA attorney.

The cited does seem to say you just need a majority of owners to remove the air&b guy. Meantime, he has only one vote.
KerryL1
(California)

Posts:6350


01/19/2019 5:38 PM  
Other questions for Cat: Sect. 6 is confusing, can you clarify? In other words it says spacial b meetings of th board can be called by the president aND?OR by the sec'y or press. this doesn't seem to make sense.

Another thing that should be in an Article & Section about Association elections is what the term of directors' service is.

so as Cathy also says, read your state docs on HOAs and/or corporations. And maybe, yes, you should get advice from a real HOA attorney.

The cited does seem to say you just need a majority of owners to remove the air&b guy. Meantime, he has only one vote.
CatF
(Michigan)

Posts:49


01/20/2019 7:46 AM  
Sue, since you're in Michigan...can I email you the document? I'm a little lost.
GenoS
(Florida)

Posts:2896


01/20/2019 3:23 PM  
Posted By GeorgeS21 on 01/18/2019 12:35 PM
I’m smiling ...

How can election language not specify how long office is held?

Cat - can you redact name of your association and paste applicable portions?

This doesn’t make sense...a board without elections? Elections without terms?

Don't smile too hard, George! My HOA does have elections but nowhere in the Articles of Incorporation or the Bylaws is the term of a Director stated. Two years, two years, two years, is spouted by everyone. One day I decided to look where that is spelled out. I was sort of horrified when I found that it wasn't.
GeorgeS21
(Florida)

Posts:1208


01/20/2019 3:27 PM  
I'm not sure it constitutes an election if the term of office is not specific.
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