Newbie with lots of questions

I've learned tons over the last couple of days searching around this forum. Now I have more questions;-)

Here's the situation: I'm a member of a neighborhood association with 53 properties. We are located in a gated community which also has a POA. All this in the great state of South Carolina.

The neighborhood association's covenants and by-laws are almost thirty years old, and haven't changed much for the original (I've received a copy of bylaws from the next neighborhood and they're almost identical to ours.!). They are in need of major rework.

A few things I know are missing are: paragraphs on proxies, nominations (there is a blurb which states we elect directors at the annual meeting, but no mention on where the "names" come from), public disclosure of records/books; there are no named committees.

Someone discovered one of the BOD was not an owner of record (he has since added his name to the property jointly with his wife). This then leads to how do you deal with partners in LLC's who would like to be on the board.

Finally, the thing that really gets me worked up is our property manager takes minutes at the annual meeting (this is no big deal but I don't recall the president "announcing" she'd be taking minutes). She sends the minutes to us approximately one month BEFORE the next annual meeting! Almost an entire year passes before we see the minutes. Is this normal for HOA's annual meetings?

Thanks for letting me vent. I'm glad I found y'all. I look forward to any advice you can give.

Elizabeth

That's probably right. The minutes of the annual meeting should go out with the announcement of the next annual (or general) meeting of the members, and be approved at that meeting. That's how most corporate annual meeting minutes are dealt with.

Joe

Thanks RogerB, that's the answer I wanted to hear! I first noticed a problem with the current system in early 2007.

In December 2006, the ARB for the community walked our neighborhood, finding many "transgressions", incorrect paint color being the main. In Feb. 2007 those of us at the annual meeting received the violations list and the time frame for correcting. Hypothetically, those owners who were not at the meeting wouldn't have found out about the violations until January of 2008 when the minutes are mailed out (this time things worked out because someone had typed the violations list up incorrectly; houses noted as out of code, were not; houses in code in reality were out of code).

Keep the suggestions coming... As a side note--our BOD only meet as needed. To my knowledge they do not have regularly scheduled board meetings. The owners' annual meeting is the only scheduled meeting of the year.

Elizabeth - Curious are you a member of the Board? It's not unusual that minutes be taken by the PM. Each Board in each community can decide for themselves who takes minutes and the items to be included. Technically the minutes being sent one month is not unusual. But it is rather foolish, and suspect to wait 11 months to send the minutes out. How is anyone supposed to remember what occurred and correct for accuracy?

Directors to the Board are typically decided upon by the community by vote. Each candidate migh submit their application to the PM. Unless your gov docs state otherwise, nominations can be made from the floor the night of the election meeting. Once each director is elected to the Board, the Board members typically appoint Officers (Pres, VP, Secretary, Treas.)either the night of the meeting or at the next meeting of the Board. Some communities establish a nominating committee that recruit owners to join the Board or a committee.

As for the Board member not being an owner of record, that's a very interesting revelation. If ownership is a requirement for membership, which it seems it is, and a requirement to be on the Board, technically ALL actions (votes, motions, etc.) that the Board member took were illegal and can be considered null and void. Zeroing those actions out may not have an effect on the ultimate decisions mind you but if I were you I'd weigh my options to correct matters.

Sounds like your governing documents need updating but you don't need them in order to create committees and use proxies. Regardless your HOA must comply with local, state, and federal statutes, laws, and ordinances.

Elizabeth,

Somehow, we all missed your question about joint ownership and who can be on the BOD. Whoever is recorded on the deed as having ownership, and is a member in good standing, is elligable to run for office. Now for voting purposes, all associations should have on record a single persons name as the "voter of record". In other words, only one vote for one unit or lot. My husband and I jointly own our 3 Fl. properties but he is not up to snuff on association workings so I am the "voter of Record"

Gerald,
Maybe in N.Jersey but our associations have a signature and a single name on record as who in the unit is the designated voter for that year. They resend the same paper out each year to resign as to who is the designated voter. On election nights, it allows whoever is checking ballots in, a simple method of verifying if the ballots are legit. Not that your way is wrong but our way is working for us down here.

Gerald,
No, Florida law does not require a single signature per Statutes but it is in many Association ByLaws,

I think that a major reason is because---remember this is Florida (lots of silver haired citizens) many deeds to units are under Trusts, revocable, irrivocable, limited and so many are LLCs. That means there are many names on deeds, including banks and Trust companies which makes the issue of who holds the vote power. Especially in LLC's it becomes a nightmare at voting time so that is why they have the voter of record in most associations.
Also, so many are seasonal and they return back home (Jersey included) to living with families who many times are listed on the deeds. And we have millions of widows so this also protects them somewhat from fraud in case someone would try to vote for them. Tis a delemia down here.

Let them duke it out. Somewhere Board involvement has to end and when you get this far down in the works of an association, we cannot be involved. It has never happened as voting for association business is sometimes like pulling teeth-- you know the story---apathy. There are some who are first in line but then there are the others. Every one of my associations, the people understand why it is done that way, it's in the ByLaws, so they accept this as normal procedure. It never has come up as an issue.

Wow, didn't know I would create such a stir;-) Actually that's what I'm trying to do in my neighborhood as for almost 30 years folks haven't seemed to care about the goings on.

To further clarify: my community's POA does have an annual meeting and monthly board meetings; it is my neighborhood association I'm really concerned with--an open annual meeting is the only thing I'm aware of (it seems the BOD's teleconference if an issue arises).

Here's the section about meetings of the directors: "The Board shall meet for the transaction of business at such place as may be designated from time to time. Special meetings of the Board may be called by the President or two members of the Board for any time and place, provided reasonable notice of such meeting shall be given to each Board member before the time appointed for such meeting."

Is this good enough? I believe they have teleconferenced in the past when issues have arisen.

Here are the sections regarding officers and election of directors:

OFFICERS

Section 1. The Executive Officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer. The First President shall hold office for two (2) years, after which time the President shall be elected annually by the Board of Directors. All other officers shall be elected annually by the Board of Directors, hereinafter sometimes referred to as the Board. They shall take office immediately after election. The officers of the corporation the first year need not be members of XXXXXXXX VILLAS Owners Association. Thereafter, all officers shall be members of the corporation.

BOARD OF DIRECTORS

Section 1. (Amended 17 April 1986)
The affairs of the corporation shall be managed by a Board of Directors. The Board of Directors shall consist of five (5) Directors, who shall initially be elected to serve staggered terms, two (2) for three (3) years, two (2) for two (2) years, and one (1) for one (1) year, and they shall serve until their successors shall be elected and qualified. Thereafter, each director shall be elected for a term of three (3) years.

I'm confused just re-reading them again!

With regard to voting, we do have the "one property/one vote". I'm good with that. It is how to handle a "managing partner" of an LLC if s/he wants to run for office? Do you have them supply a legal doc stating they are a managing partner?

Oh, some many questions. Thanks for being patient.

Elizabeth,

I not only believe you have a right to be confused, you also have a right to be very concerned. Aside from all your documents needing to be scrutinized carefully, they need to be rewritten. No doubt in my mind.
As Gerald suggests there is nothing wrong with teleconference meeting, per see, but they have to be incorporated into the By-laws somewhere. There are correct procedures to go thru to hold a teleconferance Board meeting. Your association is not following them. Anytime a Quorum of elected officers get together and discuss Board business they have to have a formal meeting, with Records kept. That is just for starters. Any action that comes after an illegal meeting is an illegal action and your association is apparently being run outside the Statute of the State of SC. Are you incorporated and licensed by the State. Do you collect due or fees for your association? There are a ton of questions here.
You say you are under a Umbrella (sic) POA. If this is the case they probably have some manager or Property Manager, and surely they have a President. Contact them and talk over you Association documents. You are also under some covenants of this Primary POA also, since you probably pay a fee to them also.

As far as who is one any deed and who is listed how, should be no concern to the Board. The owner or owners must appoint in writing to your Board who is going to have the vote in your association. It is the responsibility of the owner/owners to have a current name of who holds the vote for that parcel. Even if there is no house on it, they still must submit a name as described.

As you know SC is experiencing tremendous growth at this time. The sub-prime market crises will pass, with lots of folks getting hurt. But, before that transpired starting in 2005, there was and is a lot of speculative building and development going on. SC was not then or are the now prepared to provide a state sponsored support for all the new owners of property in associations. It is somewhat of a mess and that holds true throughout the country and other parts of the world. Today is a product of a lot of folks with a lot of money trying their very best to make more money as cheaploy as possible.

Elizabeth, you really need to find a mentor or an experienced source that can sit you down, go over your documents nd advise you. If you think I am exaggerating or blowing smoke.........beware. There is also the fact that this kind of forum serves best when it can narrow problems to a question and provide an answer, so maybe you have the best run association in the USA, and if so, you still shold be concerned.

Okay Elizabeth,
I'll just back away from this if I am causing confusion.

You stated in your post your neighborhood association had documents and quoted some of them. Where did they come from? If you have a Master Deed on file at the Courthouse you are chartered by the state and have a declaration and a set of by-laws and are covered under your registered association. You would be better served to follow the quidelines of your POA than the way you are operating. The reason for trying to do a thing proper is to avoid trouble, not make trouble.

Gerald,

I think where I'm confused is the "terms" of the directors--one is elected for 3 years, one is elected of 2 years, etc. After each "term" is up, the director can have another term is elected for three years??? There's got to be a better way to state this( I know at last year's meeting we elected two directors--I don't recall any mention of their term lengths).

This section was amended in 1986 and NOT the original.

In answer to other questions, yes, our neighborhood association is mandatory and is incorporated in SC. I don't even want to start looking at the community's bylaws (I fear they may be entering a legal battle soon with a developer).

Any suggestions are where to find a "mentor" or someone who could give me general ideas of what we should have in the bylaws...before the board heads of to the attorney's office?

BTW, I'm just a "lowly" homeowner with lots of time on her hands to stir up my board's hornets' nest;-)

Elizabeth

Consider this.
Accountability is much more controlled if you have the Board elect the President. Then you have the President accountible to the Board. I understand some boards are yes men. We have had the same president for years and the owners should take the Board to task, but they don't.

Another thing to consider is this is not a democratic society, no matter how you cut it. HOA and condo can not function any more than cities and towns if they took all decisions to the people. Do you feel HOA's and Regimes and cities and towns are bad because of their laws or because of the council or because of the people. How would you weigh them.

My opinion, most of our troubles are because of Apathy of the owners. We are supposed to be smart enough to reason and think and act, most don't.
Our owners don't, our boards won't act from knowledge and committment and the Presidents don't seem to know the documents. The most important thing I want to make clear is; in spite of all this, some associations are well run and the people are pleased, there are reason for this.

We here, are trying to work with the documents to make them effective, on the whole they are a mess from state to state, and yet we stumble along because the interest is not there to write decent documents.

Gerald,
Just a quick question. How many members are on your BOD, according to your documents?