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Subject: HOA BOD Voting Procedure
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JamesW22
(Wisconsin)

Posts:12


03/19/2020 10:24 PM  
Hello everyone- new person here who would like to thank everyone in advance as I’m sure this site will help me immensely.

Short bio: my fam and I moved into a “new” (< 6 month) ~ 60 home subdivision 4+ years ago. We were amongst the first 6 homes. Love the neighborhood (still do). After the developer “released” the HOA to the neighborhood, I decided (and had “help” from neighbors) to “run” for the board at the first annual meeting. I came aboard and- long story short- became President.

Things have been- overall excellent: I worked with the city to get new roads (yes they were new, but grossly under-spec), we have fun community events folks largely enjoy, I was able to bring in fiber-internet at no cost to residents (after we were initially quoted nearly $1k per resident), we have a great reserve account adding up (35%+ of our annual fee revenue is deposited)...I won’t go on as I already feel like this is boastful and I absolutely do not mean to infer such.

Actually, it’s just the opposite: I consider myself a very educated, intelligent person, but I feel extremely ignorant in regards to the nuts and bolts of “HOAing”.

I know our 28 pages of bylaws pretty darn rock-solid. I have pored over the Wisconsin state statutes relating to such...and I’m still absolutely miffed by more than a few items- the latest being: electing/voting.

Yep, should be simple, right? So I thought. But after reading my bylaws- again- and giving them to a friend of mine who is an attorney (patent law) we both feel the same: they are very poorly constructed and lacking crucial detail in more ways than one. And I initially thought this to a be an air-tight “cookie-cutter” document, seeing our developer has been doing this for decades with dozens of developments. Due to the aforementioned, I still do partly think I am the one missing the obvious, here.

Ok- sorry for the blathering- the crux of the issue: our two year term is up. 3 members have stepped down, it is I and another remaining. Four folks have spoken to their candidacy. So then: 6 candidates, 5 board spots.

Due to the COVID 19 pandemic, we had an online annual meeting (plenty of notice, hard copy and electronic). 24 of the 55 residents “attended”. That said - due to the nature of the meeting- I made the decision to hold off on voting so more could participate. Figured our property management could send out official ballots and manage the response.

1. Is such (having the prop mgt conduct the vote) a sound decision? Seemed about the fairest methodology I could think of - especially so, given the fact that we have no idea when we could have a traditional meeting, given C-19.

2. HOW does this work, typically? Does each home cast five votes for their top 5 selections? Is it a “yay” or “nay” to each option? Can they vote for “up to” 5 candidates- meaning they could just cast one or two votes if they chose?

I read on about cumulative voting, but that is not afforded by our bylaws so I believe it to be a non-option.

I REALLY appreciate any insight, here. Again, I’ll be the first to admit that I need to study-up and learn the ropes with much more precision. I am happy that folks seem extremely happy with me/the board, but it’s gnawing at me that I do not have a better handle on these items.

Thanks again folks.
J
SueW6
(Michigan)

Posts:654


03/20/2020 5:34 AM  
Most likely you aren’t going to reach a quorum any time soon. So if a meeting cant be held, the current board continues to serve until an election can be held.

Roberts Rules of Order doesn’t recognize electronic meetings unless it’s in the bylaws. But electronic municipal meetings have been allowed IF there is opportunity for all members to participate ( like Zoom). But why worry?

If you have a firm candidate list, why not just do mail out ballots?

The five candidates that have the most votes wins.





AugustinD


Posts:2906


03/20/2020 6:14 AM  
Posted By JamesW22 on 03/19/2020 10:24 PM
Things have been- overall excellent: I worked with the city to get new roads (yes they were new, but grossly under-spec), we have fun community events folks largely enjoy, I was able to bring in fiber-internet at no cost to residents (after we were initially quoted nearly $1k per resident)
Does your HOA's Declaration (CC&Rs) require the HOA to provide internet? If not, then this was a blunder on your part.
Posted By JamesW22 on 03/19/2020 10:24 PM
we have a great reserve account adding up (35%+ of our annual fee revenue is deposited)
It is only great if a reserve study says it is great. Has your HOA had a reserve study done?
Posted By JamesW22 on 03/19/2020 10:24 PM
I know our 28 pages of bylaws pretty darn rock-solid.
What is the required number of people attending in person or by proxy to achieve a quorum at annual meetings?
Posted By JamesW22 on 03/19/2020 10:24 PM
we had an online annual meeting (plenty of notice, hard copy and electronic). 24 of the 55 residents “attended”. That said - due to the nature of the meeting- I made the decision to hold off on voting so more could participate.
First, compared to nationwide figures, your turnout was 43+% was excellent. Typical Bylaws have a quorum ranging from 10% to 25%. Second, do your Bylaws give either you as President-Director or the Board the power to cancel a meeting (and so expensive vote) and/or delay voting? If your Bylaws give these powers to the Board or you, it would be highly unusual. If not, this was another huge blunder by you.

I would have to see what your Bylaws say about how votes are conducted to comment more, then factor in COVID-19. You likely ought to consider an online voting service. Google and you will see companies that offer this service nationwide. This assumes you did not unlawfully cancel the earlier vote.
Posted By JamesW22 on 03/19/2020 10:24 PM
Can they vote for “up to” 5 candidates- meaning they could just cast one or two votes if they chose?
Yes. No "nay" votes should be sought. Just put a single box next to each candidate's name.
Posted By JamesW22 on 03/19/2020 10:24 PM
Again, I’ll be the first to admit that I need to study-up and learn the ropes with much more precision.
You need to follow the HOA's governing documents and statutes and not make things up as you go, particularly unilaterally (meaning as one person on a board of six). Making things up as you go typically leads to acts that are unlawful and "ultra vires." A patent lawyer will have no more of a handle on HOA law than a HOA lawyer would have a handle on patent law.

I may check Wisconsin HOA and nonprofit corporation statutes and see if they have anything to add.
MarkW18
(Florida)

Posts:707


03/20/2020 6:27 AM  
Augustin

Those comments were uncalled for!

1. It was a blunder if the person got internet cabling for FREE. WOW
2. If quorum was, say, 25%, then the 24 that attended online may have made the decision to postponed a vote, their right!
3. Electronic voters for directors is not yet approved for Wisconsin
4. You don't need an "HOA lawyer" to interpret a document!
5. You really had this guy pegged as the "bad" guy. Good job!
AugustinD


Posts:2906


03/20/2020 6:34 AM  
JamesW22, as you may already be aware, a Wisconsin HOA statute does not appear to exist. Check your Articles of Incorporation and Declaration to see if they state the Nonstock Corporation statute applies. If the Wisconsin Nonstock Corporation statute applies, then for starters, read the following sections carefully.

181.0206 "...bylaws may be adopted either by the members or the board, but no bylaw adopted by the members shall be amended or repealed by the directors, unless the bylaws adopted by the members shall have conferred such authority upon the directors. Any bylaw adopted by the board is subject to amendment or repeal by the members as well as by the directors." [Note that this does not say the President can amend or repeal Bylaws et cetera. It says the board of directors or membership may do so.]

181.0207 "Emergency bylaws.
(1)  Definition. In this section, “emergency" means a catastrophic event that prevents a quorum of the corporation's directors or members from being readily assembled.
(2) Adoption of emergency bylaws. Unless the articles of incorporation provide otherwise, the board of a corporation may adopt bylaws that are effective only in an emergency. Emergency bylaws are subject to amendment or repeal by the board or by the members, if any. Emergency bylaws may provide special procedures necessary for managing the corporation during the emergency, including any of the following:
(a) Procedures for calling a meeting of the board.
(b) Quorum requirements for the meeting.
(c) Designation of additional or substitute directors.
(3) Effectiveness. Provisions of the regular bylaws that are consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
... "

See https://docs.legis.wisconsin.gov/statutes/statutes/181
AugustinD


Posts:2906


03/20/2020 6:40 AM  
James, here is what the Nonstock Corporations Act says about quorum:

181.0722  "Quorum requirements.
(1)  In general. Unless this chapter, the articles of incorporation, or bylaws provide for a higher or lower quorum, 10 percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter."

So under this statute, it appears your HOA had a quorum.

But do check your Declaration and Articles of Incorporation to see if this statute applies.
AugustinD


Posts:2906


03/20/2020 6:44 AM  
Posted By MarkW18 on 03/20/2020 6:27 AM
1. It was a blunder if the person got internet cabling for FREE.
Yup. The HOA just assumed a duty that it could be required to provide in the future, due to course of conduct. This means this could cost the HOA in the future. If the OP wanted to arrange for this free service outside of his board duty, then this would have been the way to go.

Your judgements are not my judgments. The guy is making mistakes. He is smart enough to check in with a HOA forum where participation is high.
JamesW22
(Wisconsin)

Posts:12


03/20/2020 7:04 AM  
Thank you for the criticism. Let me see how much can be relieved:

1. No, it does not "require" the HOA to provide internet. But- of course- this does not stop any resident (myself included) from petitioning company "x" to lawfully install their services within the established easements/ROW's of our municipality, all permitted and approved by the City/entities, proper. So blunder averted according to everyone I have spoken to on the matter.

Onward...

2. No we have not had a reserve study done. That proclamation (re have a solid reserve fund) was made after speaking to our property management company - and a multitude of others- regarding what percentage of revenue is "typically" put into a reserve. They all universally replied that we were considerably above the "norm" and that- relative to our expenses- which essentially amounts to a nominal amount of landscaping and insurance we are in a better position than most. Their words, not mine. As I said, I have a lot to learn- as does (I would imagine) 99+% of everyone who takes on an HOA board position for the first time.

3. Re a proxy: 33%. Electronic meetings are allowable if deemed necessary by the BOD. Given COVID-19: necessary. Our bylaws allow for a vote to occur within a "reasonable amount of time from the date of the annual meeting". Blunder averted.

4. Thank you for the "yay" "nay" response. That is my most imperative question: again, our bylaws say nothing about the procedure, just simply that there's a vote every two years. My inclination was as much, but wanted to be sure.


5. "board of 6". ? As mentioned, our board (did) consist of 5. Three members resigned a month ago so it is just the treasurer and I. We made the decision. The board. Additionally, I am confounded as to what you feel is being "made up as we go along". We are following our (at times, poorly constructed) bylaws and statutes as best as we're able.

I of course was making no specific claim at to the "expertise" of a patent attorney on HOA matters, simply the inference that- as an attorney who pores over hundreds of documents MUCH more complicated than a set of HOA bylaws- she could make reasonable assertions regarding their clarity/completeness. I thought this was obvious, I'm sorry.

I am doing my best to (specifically) avoid conflicting with state statutes or our bylaws, but I can only do so as well as the document outlays- it would be just as wrong of me to "guess" what the bylaws demand, no? That's precisely why these questions are being posed, here.

Soon enough, I am going to contract an attorney (or whomever/however you would care to tag) / expert on the bylaws to validate/invalidate how they are composed.

Again, I realize there are standards/procedures that may be assumed, I just need to educate myself on them.

Interestingly enough, with 100+ adults in the neighborhood- many of which whom have served on HOA BOD;s) I"m a bit surprised that I have not had someone call out something at this point. I realize most folks are fairly agreeable and not inclined to criticize, but I have been very open to such.

Honestly, I fear that thousands of HOA's nationwide have to be operating at a "standard/level" at - or below- ours. I have read and heard enough horror stories to have me inclined to think as much, anyway.

Thanks again for the insight.

J
JamesW22
(Wisconsin)

Posts:12


03/20/2020 7:06 AM  
Yes, thank you. I have a copy of all of the statutes pertaining to Nonstock Corps. I am reviewing them again this weekend.

J
JamesW22
(Wisconsin)

Posts:12


03/20/2020 7:08 AM  
Can my property management compose, emit, and count/conduct balloting for the board- or should I seek another entity? Nothing in the bylaws prohibit such, and mail balloting is ok.

Thanks
J
DeidreB
(Virginia)

Posts:76


03/20/2020 7:47 AM  
James regarding your point number 1 above about "any resident" ...... I know I am going to get grief for this but my "personal advice" to you is to compartmentalize your participation in the community to a degree while you are on the board.

I am speaking both specifically to the ongoing discussion about your admirable effort at gaining free internet but in the future as well.

The reason is that as a board member, whenever you do anything while serving on the board, you will have a hard time convincing people that you are not doing it "as a board member." Board members are highly visible and members often do not know where the boundaries are between personal and board actions. Board members can also wield a great deal of personal influence in the community whether they mean to or not. For example a board member wheeled and dealed to get all the houses painted together as a group for a slightly lower cost in my neighborhood. Unfortunately we had a heck of a time sorting that out as people expected future HOA actions to maintain their homes when it was not an HOA responsibility and maintenance responsibilities were terribly confused going forward by many homeowners.

It's a perception thing. Many will disagree Just my personal advice. I commend you for volunteering and it sounds like you are doing great things amid learning as you go.
AugustinD


Posts:2906


03/20/2020 8:54 AM  
Posted By JamesW22 on 03/20/2020 7:04 AM
1. No, it does not "require" the HOA to provide internet. But- of course- this does not stop any resident (myself included) from petitioning company "x" to lawfully install their services within the established easements/ROW's of our municipality,
This depends on the meaning of "install their services."
Posted By JamesW22 on 03/20/2020 7:04 AM
2. No we have not had a reserve study done. That proclamation (re have a solid reserve fund) was made after speaking to our property management company - and a multitude of others- regarding what percentage of revenue is "typically" put into a reserve. They all universally replied that we were considerably above the "norm" and that- relative to our expenses- which essentially amounts to a nominal amount of landscaping and insurance we are in a better position than most. Their words, not mine. As I said, I have a lot to learn- as does (I would imagine) 99+% of everyone who takes on an HOA board position for the first time.
Thirty-five percent of income going to reserves is usually admirable. But one really cannot say anything intelligent without a lot more information. It is a subject for another thread, if you are interested.
Posted By JamesW22 on 03/20/2020 7:04 AM
3. Re a proxy: 33%.
If you are saying that the Bylaws require 33% attendance in person or by proxy to achieve a quorum, okay.
Posted By JamesW22 on 03/20/2020 7:04 AM
Electronic meetings are allowable if deemed necessary by the BOD. Given COVID-19: necessary.
Yes.
Posted By JamesW22 on 03/20/2020 7:04 AM
Our bylaws allow for a vote to occur within a "reasonable amount of time from the date of the annual meeting".
Quorum was met. Did you or did you not have a vote at the annual meeting?
Posted By JamesW22 on 03/20/2020 7:04 AM
Three members resigned a month ago so it is just the treasurer and I. We made the decision. The board.
Typically when the number of directors falls below a majority, the law requires these directors to appoint new ones. Even with the election so close. And now, since it appears you and the treasurer have delayed the election, the two of you continue to run the place without the law's approval.

By the way, treasurers, presidents, VPs, and secretaries do not always have to be directors. Though often, and depending on the Bylaws, a person can simultaneously serve as, say, President and director. There is an enormous legal difference between an officer (meaning President, treasurer, secretary, vice president) and a director.
Posted By JamesW22 on 03/20/2020 7:04 AM
Additionally, I am confounded as to what you feel is being "made up as we go along".
See above.
Posted By JamesW22 on 03/20/2020 7:04 AM
We are following our (at times, poorly constructed) bylaws and statutes
It's typical for laypeople to to struggle to understand Bylaws and statutes. Because they struggle, they claim these documents are poorly written. But Wisconsin's corporate statute is typical of what other states have. I am betting your Bylaws are typical too.
Posted By JamesW22 on 03/20/2020 7:04 AM
I of course was making no specific claim at to the "expertise" of a patent attorney on HOA matters, simply the inference that- as an attorney who pores over hundreds of documents MUCH more complicated than a set of HOA bylaws- she could make reasonable assertions regarding their clarity/completeness.
We will have to agree to disagree.

It's unlikely any HOA member would 'call you out.' The reason is that, unless there is a dispute, it's usual for HOA members to not know a Bylaw from a statute.
MarkW18
(Florida)

Posts:707


03/20/2020 8:57 AM  
Who in the hell died and made you king!
MarkW18
(Florida)

Posts:707


03/20/2020 8:57 AM  
Just my humble opinion
JohnC46
(South Carolina)

Posts:9299


03/20/2020 10:00 AM  
James

You had a Quorum at the Annual Meeting so you should have voted.

The Corona thing is upsetting/changing how people do business thus as long as you are fair and give everyone a chance to vote, I doubt you would called out for not using the "correct procedure".

I suggest two things:

1. Reschedule an in person BOD Election Meeting at a later time.

2. Have the MC conduct a BOD Election via US Mail. Ballots mailed out and returned. If enough ballots are returned to have a Quorum, consider it such. Want to assure it works, then have an addressed/stamped envelope to put their ballot in and mail it.

The ballot could also say if returned, this ballot will count toward achieving Quorum

As far as the Ballot goes. List each name with a checkbox beside it and the instructions say: Vote, with a check mark in the box beside the name, for no more than 5 of the 6. Remember some will vote for less than 5.
MarkW18
(Florida)

Posts:707


03/20/2020 10:10 AM  
Posted By AugustinD on 03/20/2020 6:44 AM
Posted By MarkW18 on 03/20/2020 6:27 AM
1. It was a blunder if the person got internet cabling for FREE.
Yup. The HOA just assumed a duty that it could be required to provide in the future, due to course of conduct. This means this could cost the HOA in the future. If the OP wanted to arrange for this free service outside of his board duty, then this would have been the way to go.

Your judgements are not my judgments. The guy is making mistakes. He is smart enough to check in with a HOA forum where participation is high.



I did something similar, with the approval of the Board. Don't like it, I would tell where to go and give you directions in getting there quickly.
AugustinD


Posts:2906


03/20/2020 11:06 AM  
Posted By JamesW22 on 03/20/2020 7:04 AM
Three [directors] resigned a month ago...
Why did they resign?
JamesW22
(Wisconsin)

Posts:12


03/20/2020 12:06 PM  
Posted By DeidreB on 03/20/2020 7:47 AM
James regarding your point number 1 above about "any resident" ...... I know I am going to get grief for this but my "personal advice" to you is to compartmentalize your participation in the community to a degree while you are on the board.

I am speaking both specifically to the ongoing discussion about your admirable effort at gaining free internet but in the future as well.

The reason is that as a board member, whenever you do anything while serving on the board, you will have a hard time convincing people that you are not doing it "as a board member." Board members are highly visible and members often do not know where the boundaries are between personal and board actions. Board members can also wield a great deal of personal influence in the community whether they mean to or not. For example a board member wheeled and dealed to get all the houses painted together as a group for a slightly lower cost in my neighborhood. Unfortunately we had a heck of a time sorting that out as people expected future HOA actions to maintain their homes when it was not an HOA responsibility and maintenance responsibilities were terribly confused going forward by many homeowners.

It's a perception thing. Many will disagree Just my personal advice. I commend you for volunteering and it sounds like you are doing great things amid learning as you go.





Thank you for the input. I don't necessarily disagree with you.

Truthfully, I wasn't concerned with "convincing" one of anything. I simply took an alternate route to gain service for the community for $0.00 instead of $55,000.00. It became clear that the method I chose was superior to the HOA route for a few reasons that I will spare everyone else of.

The end has more than justified the means- not just to me, but to the dozens in the community who couldn't believe folks would not invest $900 into their half-million + dollar homes to enter the 21st century of information-age.

The dozens now being forced to work (and school) from home would have NEVER had the opportunity, without the update. Never mind the day to day change of going from soup cans and spring to modern broadband internet.

All decisions have their +'s and -'s and one needs to weigh them all. Thus far there is nearly zero in the "regret" department. But I could not see myself feeling anything that important moving ahead, to put the work in again that the issued required.

Thanks
J
JamesW22
(Wisconsin)

Posts:12


03/20/2020 12:37 PM  
There's no tricky or hidden meaning regarding them "installing their services'. That's precisely what they did...EXACTLY like the last tel-com did. The HOA had absolutely no input, say, what have you in either process.

Both companies petitioned the city, were approved, permitted, and installed their service within the existing utility easement and ROW's. Done.

Proxy = quorum, my mistake, I had chopped the sentence down and didn't modify the word. Yes, 33% for our HOA.

As mentioned, there was no vote. There should be zero ambiguity there. Our bylaws specifically state that a vote can occur at the meeting or via mail, reasonably thereafter, irrespective if a quorum is met. I do not know how much more clear this can be.

Let me be a bit more precise, the 3 members "resigned" as of the annual meeting- they had announced they would do as much a month or so earlier. This should alleviate the notion of I and the treasurer "running the place" on our own.

"see above" See what, precisely? You have made assertions (and inferences) that have been patently incorrect. L

Like my board consisting of 6 members or two board members acting without regard for the law.

I and the half-dozen folks who have reviewed the bylaws are struggling with little other than how to navigate and employ a poorly-conceived and executed document that has been copied and pasted to DEATH...it originally had the wrong community name on it for two years,lol. Then there was ANOTHER community that showed up errantly in the bylaws, again, smelling foul of some haphazard cut and paste work. Pretty obvious, really.

There are blatant contradictions and omissions within it, and the declarant has had to amend it TWICE to correct egregious errors.

I'm sorry to say, but these are facts. You're making assumptions about the veracity/capacity of the readers without reading a sentence of the document in question. It's completely baseless speculation. Is some of the document "typical". Absolutely it is. Is there a percentage of it that is completely errant and/or incomplete? Absolutely.

I won't speculate on whether 100+ people- again many of which who have served on HOA's themselves, would question anything. Not even worthwhile and I should not have broached the item in the first place

I appreciate your insight and experience, but it has become fairly stark that your operative goal is to be hypercritical, make (poor) assumptions, and assert items that are flat-out not true. I have not been the first to notice as much.

I am open to criticism- even invite it- but your tone and text are decidedly opposed to others here who have helped. If I bring this out of you for some reason, please just refrain from responding.

Thanks
J


JamesW22
(Wisconsin)

Posts:12


03/20/2020 12:40 PM  
Thanks John, perhaps you're right, but with our bylaws allowing a vote via mail within a "reasonable" time, we just thought it better to allow more to participate. But again, I trust the judgment of others, I need to understand that if you don't appear or proxy, you don't vote. Thanks for the insight on the other items, John.

J
JamesW22
(Wisconsin)

Posts:12


03/20/2020 12:43 PM  
Posted By AugustinD on 03/20/2020 11:06 AM
Posted By JamesW22 on 03/20/2020 7:04 AM
Three [directors] resigned a month ago...
Why did they resign?





One because of health reasons, they may not be living in the community soon. The other two: absolutely never wanted to be involved in the first place. The developer essentially "pushed" them on to make it a 5 person board. They basically loathed it from the go. One gentleman retired and now hes REALLY done. It's ok, the new board is much more anxious to be involved and take ownership in the community. Win/win.

J
AugustinD


Posts:2906


03/20/2020 1:22 PM  
Posted By JamesW22 on 03/20/2020 12:37 PM
There's no tricky or hidden meaning regarding them "installing their services'. That's precisely what they did...EXACTLY like the last tel-com did. The HOA had absolutely no input, say, what have you in either process.
When something breaks, then depending on where the problem is, will the company ask the HOA to pay for the repair? To me, you have added a capital asset (or potential operating or maintenance cost) to the HOA without first amending the CC&Rs via the required vote of the members.

I do not mean to mess up your day. At this point I am posting for the archives. The OP is proud of what he did. It was a huge community service in his eyes.

I say directors and presidents cannot run around willy-nilly adding items to the CC&Rs without going through the procedures for amending without risk.
Posted By JamesW22 on 03/20/2020 12:37 PM
As mentioned, there was no vote. There should be zero ambiguity there.
The reason it was ambiguous to me is that it made no sense to postpone the vote when it was likely you had a quorum. Nor did it make sense for one director to be making decisions for the HOA. Lastly, you were (or are) operating with only two directors at this time. This is less than a majority. It is imprudent.

I know, I know. You think it's fine. But in my experience, this forum is designed to promote following the governing documents and statutes. Do you seriously want people to approve boards running with less than a majority of the seats filled? Keep reading this forum and you will see disgusting abuses of power, embezzlement, and the like where one or maybe two people are running a HOA.

Yup, typo on me regarding six board members when there are only five.
MarkW18
(Florida)

Posts:707


03/20/2020 1:37 PM  
Posted By AugustinD on 03/20/2020 1:22 PM
Posted By JamesW22 on 03/20/2020 12:37 PM
There's no tricky or hidden meaning regarding them "installing their services'. That's precisely what they did...EXACTLY like the last tel-com did. The HOA had absolutely no input, say, what have you in either process.
When something breaks, then depending on where the problem is, will the company ask the HOA to pay for the repair? To me, you have added a capital asset (or potential operating or maintenance cost) to the HOA without first amending the CC&Rs via the required vote of the members.

I do not mean to mess up your day. At this point I am posting for the archives. The OP is proud of what he did. It was a huge community service in his eyes.

I say directors and presidents cannot run around willy-nilly adding items to the CC&Rs without going through the procedures for amending without risk.
Posted By JamesW22 on 03/20/2020 12:37 PM
As mentioned, there was no vote. There should be zero ambiguity there.
The reason it was ambiguous to me is that it made no sense to postpone the vote when it was likely you had a quorum. Nor did it make sense for one director to be making decisions for the HOA. Lastly, you were (or are) operating with only two directors at this time. This is less than a majority. It is imprudent.

I know, I know. You think it's fine. But in my experience, this forum is designed to promote following the governing documents and statutes. Do you seriously want people to approve boards running with less than a majority of the seats filled? Keep reading this forum and you will see disgusting abuses of power, embezzlement, and the like where one or maybe two people are running a HOA.

Yup, typo on me regarding six board members when there are only five.



Golly Gee, someone is really having a bad day. Come out to California where we are on lock-down.
JamesW22
(Wisconsin)

Posts:12


03/20/2020 2:24 PM  
Posted By AugustinD on 03/20/2020 1:22 PM
Posted By JamesW22 on 03/20/2020 12:37 PM
There's no tricky or hidden meaning regarding them "installing their services'. That's precisely what they did...EXACTLY like the last tel-com did. The HOA had absolutely no input, say, what have you in either process.
When something breaks, then depending on where the problem is, will the company ask the HOA to pay for the repair? To me, you have added a capital asset (or potential operating or maintenance cost) to the HOA without first amending the CC&Rs via the required vote of the members.

I do not mean to mess up your day. At this point I am posting for the archives. The OP is proud of what he did. It was a huge community service in his eyes.

I say directors and presidents cannot run around willy-nilly adding items to the CC&Rs without going through the procedures for amending without risk.
Posted By JamesW22 on 03/20/2020 12:37 PM
As mentioned, there was no vote. There should be zero ambiguity there.
The reason it was ambiguous to me is that it made no sense to postpone the vote when it was likely you had a quorum. Nor did it make sense for one director to be making decisions for the HOA. Lastly, you were (or are) operating with only two directors at this time. This is less than a majority. It is imprudent.

I know, I know. You think it's fine. But in my experience, this forum is designed to promote following the governing documents and statutes. Do you seriously want people to approve boards running with less than a majority of the seats filled? Keep reading this forum and you will see disgusting abuses of power, embezzlement, and the like where one or maybe two people are running a HOA.

Yup, typo on me regarding six board members when there are only five.




Far beyond just a typo. You just re-affirmed above that you really are not cognizant of what actually has and is occurring (or being willfully obtuse to the facts). The fact that you still cannot comprehend that there are STILL five people on our board despite me telling you that three are resigning at the end of the term is all one needs to know. Never mind the similarly insipid remark about “one director making all of the decisions”. You continue to postulate blatantly errant inference and information which I will now ignore. Thank you.

Have a great day.

J
KerryL1
(California)

Posts:7037


03/20/2020 3:26 PM  
It seems to me, James, that you're working hard to learn about your HOA and its governing documents. It's good that other of your neighbors are a reading them too. Elections of directors are, as you know, usually covered in the Bylaws.

I've read this entire thread and am trying to mentally remove things that don't seem to matter at this point; trying to create a clean slate. There was some d confusion for me about how many actually were on the board when you held the election

Usually Bylaws do or should call for "staggered" terms whereby every year two directors are elected, and the alternate year three are on your board of five. The idea is to always have some on the board who are experienced to help guide the new directors. If your Bylaws are silent on this topic, perhaps the non-stock corp statute can help.

Your wrote, James: "I need to understand that if you don't appear or proxy, you don't vote." But, proxys and mail-in or absentee ballot are two different things. I agree with those who wrote that you appeared to have quorum, so just should have counted the votes and seated your new (or returning) directors. I agree with those, e.g., JohnC, who suggest you redo your election.

I don't know if your PM can tabulate the votes in your state or per your bylaws.

I do think it was a mistake and, actually, wrong-headed to unilaterally postpone the election when you had a quorum. Otherwise, it looks to me like you're doing a good job. Admitting your "ignorance" about "HOAing" makes you a good guy in my book. Maybe Augie'll take another look and see things differently.
JamesW22
(Wisconsin)

Posts:12


03/20/2020 3:42 PM  
Posted By KerryL1 on 03/20/2020 3:26 PM
It seems to me, James, that you're working hard to learn about your HOA and its governing documents. It's good that other of your neighbors are a reading them too. Elections of directors are, as you know, usually covered in the Bylaws.

I've read this entire thread and am trying to mentally remove things that don't seem to matter at this point; trying to create a clean slate. There was some d confusion for me about how many actually were on the board when you held the election

Usually Bylaws do or should call for "staggered" terms whereby every year two directors are elected, and the alternate year three are on your board of five. The idea is to always have some on the board who are experienced to help guide the new directors. If your Bylaws are silent on this topic, perhaps the non-stock corp statute can help.

Your wrote, James: "I need to understand that if you don't appear or proxy, you don't vote." But, proxys and mail-in or absentee ballot are two different things. I agree with those who wrote that you appeared to have quorum, so just should have counted the votes and seated your new (or returning) directors. I agree with those, e.g., JohnC, who suggest you redo your election.

I don't know if your PM can tabulate the votes in your state or per your bylaws.

I do think it was a mistake and, actually, wrong-headed to unilaterally postpone the election when you had a quorum. Otherwise, it looks to me like you're doing a good job. Admitting your "ignorance" about "HOAing" makes you a good guy in my book. Maybe Augie'll take another look and see things differently.




Hi Kerry.

5 folks on the board. 3 are stepping away at the end of this term. The board was formed with all 5 coming aboard simultaneously.

Again, the decision to allow residents to vote was not made unilaterally. It was made by the treasurer and I because the three other members were not at the meeting and have- right or wrong- been very disengaged for sometime, but especially the last few weeks. This cannot be overstated, especially so regarding the two who never wanted to be part of the BOD in the first place.

Onward, I understand the distinction between a proxy and absentee. No problem there. That said you (and others) mention “re-doing” the election. But we have not even HAD an election yet. Perhaps, SHOULD have, but we did not. You know what I mean?

What I really appear to not understand is: if our bylaws afford for a vote by mail within a “reasonable” time of the meeting, where is the ghastly error of simply doing so (vote by mail) in the week that follows? Again, the idea was, given the nature of the times (our state actually disallows more than 10 people gathering together in one place) and the meeting, more folks would be able hear from the candidates and make a decision.

In the end, I will agree with you folks given the fact that you have much more experience and knowledge than I. Apart from that, and re-reviewing our bylaws, I simply cannot see why this was such a terrible mistake. Honest thought.

Thanks Kerry
James
KerryL1
(California)

Posts:7037


03/20/2020 4:17 PM  
Now, I'm confused again: I don't know what this means: "if our bylaws afford for a vote by mail within a “reasonable” time of the meeting, where is the ghastly error of simply doing so (vote by mail)?"

So....go ahead and send out ballots as others have suggested. Many HOAs don't have a Candidates Night, when candidates speak & take questions. There is a biography of each candidate that would go out in the mail with the ballot, right, James? (We limit ours to 300 words)

Folk also could attend the Annual Meeting and bring their ballots or mail them in advance, right? what do you bylaw say about the annul meeting of the members and what should occur there?

You're right, I missed that Owners didn't actually vote when you had that quorum of members.
JamesW22
(Wisconsin)

Posts:12


03/20/2020 4:21 PM  
Posted By KerryL1 on 03/20/2020 4:17 PM
Now, I'm confused again: I don't know what this means: "if our bylaws afford for a vote by mail within a “reasonable” time of the meeting, where is the ghastly error of simply doing so (vote by mail)?"

So....go ahead and send out ballots as others have suggested. Many HOAs don't have a Candidates Night, when candidates speak & take questions. There is a biography of each candidate that would go out in the mail with the ballot, right, James? (We limit ours to 300 words)

Folk also could attend the Annual Meeting and bring their ballots or mail them in advance, right? what do you bylaw say about the annul meeting of the members and what should occur there?

You're right, I missed that Owners didn't actually vote when you had that quorum of members.





That’s precisely what I have said all along: we met. We had a quorum. We decided to vote via mail per our bylaws.

Folks have told me that was wrong m, numerous times. I have asked why several times.

It appears it’s not wrong. Or at least does not violate our bylaws.

Thanks

James
AugustinD


Posts:2906


03/20/2020 4:54 PM  
This --
Posted By JamesW22 on 03/19/2020 10:24 PM

the crux of the issue: our two year term is up. 3 members have stepped down, it is I and another remaining.
contradicts this --
Posted By JamesW22 on 03/20/2020 3:42 PM
5 folks on the board. 3 are stepping away at the end of this term.
This --
Posted By JamesW22 on 03/19/2020 10:24 PM
due to the nature of the meeting- I made the decision to hold off on voting so more could participate.
contradicts this --
Posted By JamesW22 on 03/20/2020 3:42 PM
Again, the decision to allow residents to vote was not made unilaterally. It was made by the treasurer and I because the three other members were not at the meeting.

and is further confounded by this --
Posted By JamesW22 on 03/20/2020 4:21 PM
That’s precisely what I have said all along: we met. We had a quorum. We decided to vote via mail per our bylaws.
First version: The President delays? Second version: The two directors (at a non-board meeting, and likely lacking a quorum of directors) decide to vote by mail? Third version: The membership decided to vote via mail?

Five seats open. Six candidates. If voting had taken place per the agenda, would someone have won election at the annual meeting that now will not win because the directors postponed the vote?

JamesW22
(Wisconsin)

Posts:12


03/20/2020 5:08 PM  
Posted By AugustinD on 03/20/2020 4:54 PM
This --
Posted By JamesW22 on 03/19/2020 10:24 PM

the crux of the issue: our two year term is up. 3 members have stepped down, it is I and another remaining.
contradicts this --
Posted By JamesW22 on 03/20/2020 3:42 PM
5 folks on the board. 3 are stepping away at the end of this term.
This --
Posted By JamesW22 on 03/19/2020 10:24 PM
due to the nature of the meeting- I made the decision to hold off on voting so more could participate.
contradicts this --
Posted By JamesW22 on 03/20/2020 3:42 PM
Again, the decision to allow residents to vote was not made unilaterally. It was made by the treasurer and I because the three other members were not at the meeting.

and is further confounded by this --
Posted By JamesW22 on 03/20/2020 4:21 PM
That’s precisely what I have said all along: we met. We had a quorum. We decided to vote via mail per our bylaws.
First version: The President delays? Second version: The two directors (at a non-board meeting, and likely lacking a quorum of directors) decide to vote by mail? Third version: The membership decided to vote via mail?

Five seats open. Six candidates. If voting had taken place per the agenda, would someone have won election at the annual meeting that now will not win because the directors postponed the vote?






Wrong. Wannabe semantical nonsense. “I” means/meant “we” Take it at that...for the third time. I said “I”
initially because I thought it the better of the two options (voting AT the meeting or AFTER) .

Because the other 3 were not present/non-participatory. NONE of this contradicts or violates ANY of our bylaws. Why can you not grasp this? Our bylaws specifically state we can vote AT OR AFTER THE MEETING. No director or member came up with this idea. IT’S IN THE BY-LAWS. “Lacking a quorum of directors”. Wrong. AGAIN. 2 BOD’s constitute a quorum: PER OUR BYLAWS.

Again. 3 are not running for re-election. Done. The end. You keep trying to drag this out to make your empty point. There was no vote so feel free to put away the hypothetical crystal ball.

I apologize to all for going back on my word. I will not respond again to this non-productive, speculative, nonsense.

Sigh.

Thanks to all else
J
AugustinD


Posts:2906


03/20/2020 5:25 PM  
Posted By JamesW22 on 03/20/2020 5:08 PM
“I” means/meant “we” Take it at that...for the third time. I said “I” initially because I thought it the better of the two options (voting AT the meeting or AFTER).
My point is that these statements were confusing.

I have doubts about what is the truth here. I could be wrong, but it seems like the OP adjusts the story whenever a hole is pointed out.

I would have to see the OP's Bylaws to believe him when he says he had a quorum (for a board meeting). Worse, it still begs the point that this is not a decision the board can make at a membership meeting.
Posted By JamesW22 on 03/19/2020 10:24 PM
Figured our property management could send out official ballots and manage the response.
I imagine the property manager may "manage the response" in a manner that the two directors desire.
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