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Subject: Audit and Legal Agreement on Treasurer change
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ClarenceH
(Delaware)

Posts:4


05/13/2019 10:24 PM  
I have been treasurer of a unit owner run HOA (6 Units, one building) since the associations inception in 2004. Over that time, there has never been an issue or complaint. Recently, after being asked to produce an estimate for landscaping by the president, I sent a note to all owners saying that I didn’t arrange for the estimate but could produce the invoice. Having been the maintenance man, lawn doctor, trouble-shooter, etc. for 14 years, and having seen very few occasions where another owner did anything more than make a phone call, other than show up for one workday a year, I notified everyone that as of 5/13/19 I would only fulfill the duties of my formal position as treasurer. Other than a secretary and president (by title), there are no other documented board positions. Anyhow, at that point, the president suggested that I step down as treasurer. I replied that the board would have to vote on that, which would take a meeting and a discussion for understanding of what was actually going on.

My questions: 1) Can the treasurer demand a 3rd party audit/review of the books before leaving the position, for his own protection; 2) Since I’ve never been paid, can I put an agreement together, for the signatures of the 3 unit owners that have been on the board since day one (2004), stating that they agree to abstain from any vote to pay future treasurers for as long as I own my unit, and if they do not, it would mean that at least one did vote since 4 of 6 votes are needed to pass any motion. And, if that we’re to occur, the association would have to reimburse me for 14 years as treasurer, to be negotiated based on the amount the board agrees, by majority vote, to pay any future treasurer?

Our condo is in North Wildwood, NJ. Our income from dues is $24,000/yr. The building and units are well maintained and in excellent condition. We do not have any debt, claims, state or county compliance notices/deficiencies. The building is covered to >80% of replacement value and fully covered by flood insurance. The board officers are also appropriately insured.

Your thoughts, advice, and recommendations will be welcomed and appreciated.

ClarenceH
SueW6
(Michigan)

Posts:530


05/14/2019 3:51 AM  
As a vendor, you should not have been insulted by the request to submit an estimate for landscaping etc services to an HOA. It is the fiduciary responsibility of the board to get bids. The president was only trying to follow protocol. As a treasurer, you should have insisted - if only to protect yourself from conflict of interest charges.

The board treasurer is not a paid position. But the board can hire a billing company, bookkeeper, an auditor, office staff, or any other needed staff. It can also compensate the treasurer if that person fulfilled any of those roles that were above and beyond the traditional role of treasurer. Too late now to try to retro charge or invoice the board.

Your motion to restrict or control future treasurer’s role is inappropriate. The board needs to fill needed paid positions as it deems necessary.

Re- think your position on all these issues.
BobB31
(Florida)

Posts:121


05/14/2019 4:12 AM  
I'm not sure why you think a board vote is necessary for you to resign from the treasurer position. Is there something strange in your bylaws that requires this? What if you die or move away? Do you think the board has to vote in such a case to remove you from the position?

In our FL HOA, all that is required is a formal letter of resignation.

Of course if it is the board that wants to fire you, then yes, they have to vote to do so. This would not affect your status as director if you are a director. In either case, they also have to elect your successor. But this should all be in your bylaws, and if not, the state statutes might cover it.

PS. In our bylaws, the only board titles are Chairman, Vice Chairman and Director. The board manages the association, including the hiring and firing of officers and vendors. Officers are President (who must also be a board director), Vice President, Treasurer and Secretary. Directors can be selected as officers, and usually are, but except for President, non-board members can be selected for officer positions. The role of the officers is to administer the day-to-day operations of the association. Due to the practice of board members always being selected to be officers, many association members, including current board members, are confused about the distinction between directors and officers.
I'm not sure if this is the case in your bylaws, but it would be an exception if it weren't.
ClarenceH
(Delaware)

Posts:4


05/14/2019 8:48 AM  
Thank you for the reply. Let me simplify. The president asks for an estimate. I didn’t arrange for the work and only have the invoice. I say that and the president in turn suggest the I resign. I have no reason to resign. So, is it true that a meeting and vote would be required to remove me as treasurer? Is it also true that I should be heard before such a vote? What are my options, if I think that I’ve been taken advantage of for years and that there’s a trio that meets separately to decides how things should go prior to each meeting?
ClarenceH
(Delaware)

Posts:4


05/14/2019 8:49 AM  
Thank you for the reply. Let me simplify. The president asks for an estimate. I didn’t arrange for the work and only have the invoice. I say that and the president in turn suggest the I resign. I have no reason to resign. So, is it true that a meeting and vote would be required to remove me as treasurer? Is it also true that I should be heard before such a vote? What are my options, if I think that I’ve been taken advantage of for years and that there’s a trio that meets separately to decides how things should go prior to each meeting?
BobB31
(Florida)

Posts:121


05/14/2019 9:22 AM  
Posted By ClarenceH on 05/14/2019 8:48 AM
Thank you for the reply. Let me simplify. The president asks for an estimate. I didn’t arrange for the work and only have the invoice. I say that and the president in turn suggest the I resign. I have no reason to resign. So, is it true that a meeting and vote would be required to remove me as treasurer? Is it also true that I should be heard before such a vote?



Without reading your bylaws, we can only guess. In my community, the meeting to vote to remove you could be closed, but does not have to be. Officers serve at "the pleasure of the board" and can be removed at any meeting via a vote of the board. The officer has no right to speak on his own behalf, unless allowed to do so by the board, or during the open discussion period open to all homeowners. You need to become familiar with your governing documents. They will contain the answers to these questions.
SueW6
(Michigan)

Posts:530


05/14/2019 11:17 AM  
SOMEONE authorized work to be done? Did you do the work?

How did you end up with the invoice if it wasnt you who authorized it or it wasnt you who did the work.

The circumstance in your post are hard to follow.

Yes, you can be removed from Treasurer position by your fellow board members, but stay on as a general director ( if officers are elected by the board)
ClarenceH
(Delaware)

Posts:4


05/14/2019 11:40 AM  
Many thanks to both of you. I will review the guidance documents and repost any additional questions by the end of the week, as we have a workday scheduled for this Sunday. Again, I really appreciate your comments. Have a great week. Best Regards!
GenoS
(Florida)

Posts:3132


05/14/2019 2:22 PM  
Posted By BobB31 on 05/14/2019 4:12 AM
PS. In our bylaws, the only board titles are Chairman, Vice Chairman and Director. The board manages the association, including the hiring and firing of officers and vendors. Officers are President (who must also be a board director), Vice President, Treasurer and Secretary. Directors can be selected as officers, and usually are, but except for President, non-board members can be selected for officer positions. The role of the officers is to administer the day-to-day operations of the association. Due to the practice of board members always being selected to be officers, many association members, including current board members, are confused about the distinction between directors and officers.
I'm not sure if this is the case in your bylaws, but it would be an exception if it weren't.

If your bylaws say officers (except for the president) don't have to also be directors then I think your association would be the exception, not the norm.

Ditto for the "board titles". Officers have titles (P, VP, S, T) but not directors in most places. That is highly unusual and suggests that different titles carry different responsibilities or powers. That might not even be legal (but I'm not an attorney and don't really know).

Vendors are hired and fired, not officers. Officers are elected and may be replaced at the pleasure of the board by nominating someone else for the office and voting to elect him or her.

Posted By BobB31 on 05/14/2019 9:22 AM
In my community, the meeting to vote to remove you could be closed, but does not have to be.

There are 2 exceptions to the "all board meetings must be open" rule in Florida and electing or replacing officers is not one of them. Electing or replacing officers is a board action that must take place at an open meeting.

Officers can be changed at any board meeting as long as doing so is on the agenda.
BobB31
(Florida)

Posts:121


05/14/2019 11:40 PM  
Posted By GenoS on 05/14/2019 2:22 PM

If your bylaws say officers (except for the president) don't have to also be directors then I think your association would be the exception, not the norm.


Interesting. When I first mentioned this in these forums nobody seemed surprised so I assumed it was the norm.

Ditto for the "board titles". Officers have titles (P, VP, S, T) but not directors in most places. That is highly unusual and suggests that different titles carry different responsibilities or powers. That might not even be legal (but I'm not an attorney and don't really know).

I'm just saying what the bylaws of my HOA say: the chairman of the board runs the board meetings, with backup by the vice chairman. The President runs membership meetings. So unless the two are the same person, then yes, the responsibilities and powers are different. In the past in our HOA, the Chairman has always been elected the president so the distinction has been lost among our membership.

Vendors are hired and fired, not officers. Officers are elected and may be replaced at the pleasure of the board by nominating someone else for the office and voting to elect him or her.

OK, I will concede that was a bad choice of words, I was trying to save myself some typing. The effect is the same as if I had said elected and removed. I can be as pedantic at times, but geez.


There are 2 exceptions to the "all board meetings must be open" rule in Florida and electing or replacing officers is not one of them. Electing or replacing officers is a board action that must take place at an open meeting.

Officers can be changed at any board meeting as long as doing so is on the agenda.



Again, I was just paraphrasing our bylaws. I am well aware they need some work to bring them in line with the statute, as I said in another topic.
I only see one exception in 720.303(2)(a): meetings with the attorney concerning pending or ongoing litigation. I've seen online articles talking about an exception for personnel matters, but I'm having trouble finding it in the 720 statute. I see it mentioned only in the condo statute, 718.112(2)(c)3.a, but this does not apply to HOAs I think.
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