power of the board?

I've asked you guys questions before, and you've been so helpful, that i'm here again. A brief history...we are a small 57 home owners association, 3 years young. where as we were the first association our developer/builder established, thus leaving us high and dry on declarants/by-laws, etc...I was on the board for 2 years, now I'm a member like the rest of the community. We had our first ever annual meeting Sept 9, 2006, and our 2nd annual meeting Sept 8, 2007. We have just found out yesterday via mail, we are having our annual meeting October 26, 2008. This date is important for the questions. The reason for my questions here are this. We received a letter by mail yesterday from the current board stating 4 components to the letter. Each component was spelled out and asked for a vote, on the attached voters page. The vote(s) were to be returned to the board by September 16th, for final tally of the votes. 6 weeks Before the annual meeting.
I contacted the president immediately after reading the letter asking him if the tally of the votes count on Sept 16, and if passed, they are a done deal? he said yes. I stated that these 4 components needed to have some discussion from the general members and we should wait to hold a vote until after the annual meeting. Especially on one issue as he had left out important information. He said, our developer left the board with tons of power. We don't really have to ask the members to vote on these issues, but we are doing it out of courtesy". Ok enough background. The questions.

1. Our bylaws state that the annual meeting be the same date (or weekend) year after year. as you see above it's not. Does this violate anything?

2. 1 of the compoents or issues that is being asked for a vote is this: Establish an evergreen buffer along Lake Road,This estimated cost to HKHA is $4500. And the 2nd issue is to establish barriers of access to common area at $5600.00 Now this is what the president told me that he didn't have to ask permission or gain votes for, as he was on the board, and he had the power to do capital improvements without permission. I have read and re-read my by-laws, and declarants and here ONE paragraph. Does this statement grant the board this power? "'POWER AND DUTIES OF THE BOD......E. THE BOD OF THE ASSOCIATION SHALL HAVE THE AUTHORITY TO MAINTAIN, REPAIR, REPLACE, EQUIP, MANAGE, INSURE, AND SUPERVISE ALL OF THE COMMON PROPERTIES.' The estimated cost as of now, will not be assessed to us in form of a special meeting, as he is using our 'rainy day' funds we earmarked for pond retenttion repair if needed.

I could go on and on, but for now I will wait for your reply. HELP!!!!!

ps...i told the pres that I feel he is holding the annual meeting via mail, than face to face with the members.

thank you as always
mary

Glen, thank you for your imput. First off, I was on the board for 2 years, and do know the By-laws and the restrictions/declarants for our association. I'm assuming that is what you mean by CC&R's? Remember I did say our developer gave us vague rules. However, There is nowhere in either docs that state capital improvements what so ever. Just that one paragraph I gave you above about the power of the board. In reading that paragraph does it give the bod power? Remember these are NOT improvements, or repair, these issues are brand new right out of the box.

Second: The paragraph for the annual meeting is this: The first annual meeting of the members shall be held within 1 year from the date of the incorporation of the corporation AND susequent regular annual meetings of the memeberws shall be held on the same day of the same month of eac year thereafter, (or same week) If the day for the annual meeting of the members is a legal holday, the meeting will be held the following weekend day.

Thanks

I disagree with Glen on this. I would say that the phrase gives the power to the BOD to make pretty much any change they desire short of selling the common areas. It would fall into managing and supervising.

Of course this does nothing regarding the change of when the meeting is. All the same, your only recourse is to bring court action.

Also, just because the board can do something doesn't mean it should do something. And I would guess that the BOD is concerned that someone will talk otherwise willing people out of the matter. (Or perhaps they are afraid someone will talk people into it.)

Susan,

You are mistaken in tying the two issues together. Many a BOD chooses to allow the owners to vote on something they could decide on themselves. Occasionally governments will also put something on a ballot that they could legally decide by themselves. Just because you have a power doesn't mean you should always use that power. Discretion is a good thing.

Now I agree that they should not run from open debate. It could be that they are concerned that people will want to modify wording of the items. And there are a whole lot of issues with this kind of thing happening on the floor. All the same, they could still allow the debate and open discussion to take place.

Typically the reason to avoid debate is because you are concerned with the direction being changed. Thus the BOD may want to avoid letting the naysayers talk about how the stated costs are off. But all any of us can do is guess unless someone from that BOD comes and tells us why they chose the path they did.

As a note, it is clear in our documents that the BOD has the power to change the design guidelines. But the current sitting BOD in my our neighborhood has no intention of doing so without a vote of membership. We just feel that the members should get a chance to vote on such. But I would not rule out ever changing them (without a membership vote) if the need were there.

If you take a survey then you reserve the right to go another direction then what was represented. If you take a vote you need to bind yourself to the desire of the community.

I have seen laws both at city and state levels put before the voters when there was no legal requirement. The nice thing about this is that it removes the legislative body from responsibility for the outcome. It can be a good method of dealing with potentially contentious decisions. A survey leaves open that it may not have gotten the true pulse. But a vote puts the onus on participation. You didn't vote, you deserve the result.