Get 1 year of free community web site hosting from Community123.com!
Monday, June 01, 2020











HOATalk is a free service of Community123.com:

Get 1 free year community website and email newsletter hosting from Community123.com!
Only members have access to all features.
Click here to join HOATalk for Free! Members click here to login and access all features.
Subject: 2 Directors change positions without vote
Prev Next
Please login to post a reply (click Member Login on the menu).
Page 1 of 212 > >>
Author Messages
LisaD12
(Missouri)

Posts:13


05/10/2020 7:28 PM  
There are three of us on the board of directors. I am the secretary, there is a president and a treasurer. Unbeknownst to me in March 2020, the then president who was in his 2nd term was stressed due to discord between himself & me decided to resign. The treasurer decided to become president & the stressed out president decided to become treasurer. I did not find out for nearly a month. Neither of them told me. I found out through an email from the mgmt company.
Both of these Directors have been imposing fines on H/O's even though the indentures does not call for fines in the event of violations. I notified the attorney for the HOA who confirmed we cannot charge fines. That is when the then president wanted to resign but ended up swapping positions. The reason that I ran for the board of Directors is because these two do whatever they want whenever they want. They address trying to bully me into resigning. I am appointed because they ran the last secretary out of the board of Directors & the subdivision itself.
Can board of Directors swap positions without a vote?
TimB4
(Virginia)

Posts:16778


05/10/2020 7:37 PM  
Technically, no.

However, with a 3 person board, technically they had a vote as a majority of the board agreed.

My suggestion, record it in the minutes that way including the fact that proper procedures were not followed.

My other suggestion is to start getting the word out and get at least one more candidate for the board. Otherwise, to be realistic, I doubt things will change as long as those two are on the board.


SueW6
(Michigan)

Posts:693


05/10/2020 8:18 PM  
Did you miss a meeting where this took place?

Are officer positions elected by board members? If so, since 2 make for a majority, they could have resigned and then elected themselves for the different positions.

If the general membership elected these officer positions, then only that membership can place or re- elect members Into new officer position.
MarkW18


Posts:1071


05/10/2020 8:26 PM  
If they held a meeting, then you should have been notified. This should be part of yoyr Bylaws and most likely part of Corporation Code that regulate how Boards operate in your state.
LisaD12
(Missouri)

Posts:13


05/10/2020 9:34 PM  
No meeting was held. This was just a meeting between the 2 of them. I have sent a 45 day letter requesting their removal. From the looks of our indentures the next step is court?
I can't seem to attach the related sections of our indentures?? Thank you for all of your help! This has/is turning into a nightmare!
GeorgeS21
(Florida)

Posts:2693


05/11/2020 5:59 AM  
Single family homes?
How many properties?
CCRs?
Bylaws?
KerryL1
(California)

Posts:7230


05/11/2020 8:47 AM  
Tim's analysis & advice probably are correct, Lisa, depending on your Bylaws. Read them.
MarkW18


Posts:1071


05/11/2020 8:56 AM  
Posted By KerryL1 on 05/11/2020 8:47 AM
Tim's analysis & advice probably are correct, Lisa, depending on your Bylaws. Read them.



I am curious. You're a Board member. Is it alright to call a board meeting this Friday and not notify and/or invite you? Or when Action Without A Meeting were legal in California, would it have ok to conduct a meeting with just two of the three board members?
AugustinD


Posts:3382


05/11/2020 8:57 AM  
Posted By LisaD12 on 05/10/2020 9:34 PM
I have sent a 45 day letter requesting their removal.
Pursuant to what law or covenant in your HOA's governing documents?

To attach PDF files here, they have to be under 200 kilobytes each. You may have to break up the pdf file into several files using one of the many free pdf splitters available on the net.
AugustinD


Posts:3382


05/11/2020 9:11 AM  
Posted By LisaD12 on 05/10/2020 7:28 PM
Unbeknownst to me in March 2020, the then president who was in his 2nd term was stressed due to discord between himself & me decided to resign.
Does the management company have the communication where this person wrote he resigned? Does the communication indicate whether he resigned as president or director, or both? There is a difference. If you have documentation that he resigned as a director, there is a good chance that he cannot re-appoint himself as a director without your vote and the other director's vote.
JohnC46
(South Carolina)

Posts:9471


05/11/2020 11:06 AM  
Lisa

From a google search:

Homeowners’ Association Law - Missouri does not have a specific statute governing homeowners’ associations. However, if an association is organized as a non-profit, as is the case with most Missouri associations, it will be governed by the Missouri Nonprofit Corporation Act, specifically with regard to corporate structure and procedure.

Importantly, homeowners’ associations are bound by its governing documents (Bylaws, Declaration, Articles of Incorporation). The association’s Bylaws generally dictate, among other things, the duties and responsibilities of its board, meetings, voting procedures, elections, and management of the association. The association’s Declaration will generally set property restrictions, obligations of the association and its members, and property rights. The Articles of Incorporation typically outline and define the association’s corporate status, powers, and limits. END

So what do your docs say about BOD Meetings? Is it possible that the 2 of 3 formed a Quorum and can meet without notifying the other (you) BOD Member? Maybe they did and voted to make the switch.
JohnT38
(South Carolina)

Posts:303


05/11/2020 12:13 PM  
Question. Are you able to vote for yourself for a board appointed position? If not then a quorum would not have been met. It seems off if this is allowed.
CathyA3
(Ohio)

Posts:964


05/11/2020 1:21 PM  
Wow.

First, it's pretty common for directors to change officer positions depending on skill sets, time available, and other things. While it should have been voted on formally and documented in minutes, that's not a firing offense. And if Missouri is not an open meeting state and permits actions without a meeting, this is even less of an issue.

Second, there is a difference between "calling for fines" and permitting them. In all of the governing docs I've seen, the language states that the board may, but is not required to, impose fines for violations. If the OP's governing docs are similar to the ones I've seen, the board is well within its rights to fine people. The only thing is that there should be a fining schedule that is used consistently.

These may not be the most competent board members I've ever heard of, but their "offenses" don't seem to be worth the drama. If you plan to remove two out of three board members, I hope you have a bunch of homeowners planning to step up to replace them - otherwise you won't be able to conduct business. And a lawsuit? Your neighbors will not thank you.
JohnT38
(South Carolina)

Posts:303


05/11/2020 1:32 PM  
Cathy, I'm asking about this not because I disagree with you but I'm trying to learn. Let's assume it should have been voted on formally and documented in the minutes. A month from now the new president signs a contract for the HOA. Can someone later claim that the new president is invalid and had no authority to sign the contract? Also, as I stated earlier should the new president have been allowed to vote for them self when it was a board vote? If this is not allowed then a quorum was not reached.
MarkW18


Posts:1071


05/11/2020 2:50 PM  
Posted By CathyA3 on 05/11/2020 1:21 PM
Wow.

First, it's pretty common for directors to change officer positions depending on skill sets, time available, and other things. While it should have been voted on formally and documented in minutes, that's not a firing offense. And if Missouri is not an open meeting state and permits actions without a meeting, this is even less of an issue.

Second, there is a difference between "calling for fines" and permitting them. In all of the governing docs I've seen, the language states that the board may, but is not required to, impose fines for violations. If the OP's governing docs are similar to the ones I've seen, the board is well within its rights to fine people. The only thing is that there should be a fining schedule that is used consistently.

These may not be the most competent board members I've ever heard of, but their "offenses" don't seem to be worth the drama. If you plan to remove two out of three board members, I hope you have a bunch of homeowners planning to step up to replace them - otherwise you won't be able to conduct business. And a lawsuit? Your neighbors will not thank you.



So, I assume you find it ok for the two to call meetings without the third member, the Secretary being notified, because the two that did meet had quorum? In California, notice to all directors is required.
CathyA3
(Ohio)

Posts:964


05/11/2020 2:50 PM  
Posted By JohnT38 on 05/11/2020 1:32 PM
Cathy, I'm asking about this not because I disagree with you but I'm trying to learn. Let's assume it should have been voted on formally and documented in the minutes. A month from now the new president signs a contract for the HOA. Can someone later claim that the new president is invalid and had no authority to sign the contract? Also, as I stated earlier should the new president have been allowed to vote for them self when it was a board vote? If this is not allowed then a quorum was not reached.




Those are interesting questions.

The second one is easy - yes, he could have voted for himself. Officer positions are typically assigned after the annual meeting, and it's possible that all three positions (keeping it easy here) could have shuffled. If a director couldn't vote for himself, then the the process could be very cumbersome, and impossible if there was an open unfilled board position.

(Aside: I think that a lot of people are hung up on the idea of the HOA president having the most power. He doesn't - he gets one vote the same as all the other directors, and it's possible for him to be out-voted by the rest of the board. The officer positions just define what the directors' duties are.)

The first one is a little tricky. I'm not a lawyer, but I think the answer will depend on whether the discussion between the two board members constituted a valid meeting, assuming one is required. In my community it would have been, Ohio does not require open board meetings and two directors form a quorum. If the OP's state is the same, then this was perfectly valid. If the OP's state does require open meetings that are properly noticed, you could then look at whether the selection of officer positions could be held in executive sessions that don't have be noticed. This may be enough to say that the meeting was valid and the new president was validly named. Finally, do the OP's bylaws even require that officer selection take place in a board meeting? My bylaws don't. If you get past these three hurdles, I think you could make the argument that you posed, but I'd still want to run it by an attorney to see what he says.

There are a couple reasons I'm not too upset about this issue.

First, our annual meeting is often conducted by our attorney, and even so the selection of officer positions is very informal. Usually the new board meets after the meeting, we board members sort of look at each other and sort of come to a consensus on who does what, the attorney collects our contact info and officer positions, and that's that.

Second, I'm pragmatic about things, and I look at the issue that the OP posted and think: was the association materially harmed by this, and could the outcome have been any different if a formal vote had been conducted in a meeting? In my view, the answer to both of these is no. I suppose others could disagree about possible harm done, but there is no chance that a formal vote would have resulted in something different.

I also suspect the OP is trying to force change on the board while being in the minority, and is looking for reasons to upset the apple cart to get her way. That's probably a third reason for not feeling the outrage.



CathyA3
(Ohio)

Posts:964


05/11/2020 2:53 PM  
Posted By MarkW18 on 05/11/2020 2:50 PM
Posted By CathyA3 on 05/11/2020 1:21 PM
Wow.

First, it's pretty common for directors to change officer positions depending on skill sets, time available, and other things. While it should have been voted on formally and documented in minutes, that's not a firing offense. And if Missouri is not an open meeting state and permits actions without a meeting, this is even less of an issue.

Second, there is a difference between "calling for fines" and permitting them. In all of the governing docs I've seen, the language states that the board may, but is not required to, impose fines for violations. If the OP's governing docs are similar to the ones I've seen, the board is well within its rights to fine people. The only thing is that there should be a fining schedule that is used consistently.

These may not be the most competent board members I've ever heard of, but their "offenses" don't seem to be worth the drama. If you plan to remove two out of three board members, I hope you have a bunch of homeowners planning to step up to replace them - otherwise you won't be able to conduct business. And a lawsuit? Your neighbors will not thank you.



So, I assume you find it ok for the two to call meetings without the third member, the Secretary being notified, because the two that did meet had quorum? In California, notice to all directors is required.




I didn't say it's OK, you're putting words in my mouth. For more detail on why I'm not as upset as the OP *about this particular issue*, see my response to Richard's questions.
CathyA3
(Ohio)

Posts:964


05/11/2020 2:56 PM  
Posted By CathyA3 on 05/11/2020 2:53 PM
Posted By MarkW18 on 05/11/2020 2:50 PM

So, I assume you find it ok for the two to call meetings without the third member, the Secretary being notified, because the two that did meet had quorum? In California, notice to all directors is required.



I didn't say it's OK, you're putting words in my mouth. For more detail on why I'm not as upset as the OP *about this particular issue*, see my response to Richard's questions.




Darn it, I want an edit function! I responded to John.
AugustinD


Posts:3382


05/11/2020 3:17 PM  
LisaD12, is this a condominium? Missouri has a condominium statute. I do not think the statute would have much, if any, bearing on the issue you raised. Still, knowing whether this thread is discussing a condominium might help.
MarkW18


Posts:1071


05/11/2020 3:56 PM  
Actually for Board meeting throughout most of the United States, Corporation Code is what is used.

In this case, Missouri Corporation Code would prevail.

355.386. Call and notice of meetings. — 1. Unless the articles or bylaws provide otherwise, or except as otherwise provided in this section, regular meetings of the board may be held without notice.

2. Unless the articles or bylaws provide otherwise, special meetings of the board must be preceded by at least two days' notice to each director of the date, time, place, and purpose of the meeting.

  3. Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president or at least twenty percent of the directors then in office may call and give notice of a meeting of the board.
AugustinD


Posts:3382


05/11/2020 4:00 PM  
Posted By MarkW18 on 05/11/2020 3:56 PM
Actually for Board meeting throughout most of the United States, Corporation Code is what is used.
It applies. I would not say that it typically provides the most instruction on how board meetings are to be conducted.
MarkW18


Posts:1071


05/11/2020 4:08 PM  
Posted By AugustinD on 05/11/2020 4:00 PM
Posted By MarkW18 on 05/11/2020 3:56 PM
Actually for Board meeting throughout most of the United States, Corporation Code is what is used.
It applies. I would not say that it typically provides the most instruction on how board meetings are to be conducted.



It's not suppose to be an instruction on how board meetings are conducted, it is a rule on how an association and board members should be notified of board meetings.

AugustinD


Posts:3382


05/11/2020 4:46 PM  
Posted By MarkW18 on 05/11/2020 4:08 PM
It's not suppose to be an instruction on how board meetings are conducted, it is a rule on how an association and board members should be notified of board meetings.
Same difference: The most instruction on how notice of board meetings occurs is typically in the HOA or condo statues or the bylaws and declaration.

In case law, the more specific statute controls. A HOA/condo is a corporation, so corporate statutes will apply, but under the law, because the HOA/Condo statutes are more specific to HOA/Condos, the HOA/Condo statutes typically control.
MarkW18


Posts:1071


05/11/2020 5:09 PM  
Since the OP is from Missouri, please look at the relevant statues and tell us which ones apply to member meetings and which ones apply to board meetings.

In the case of the OP, two people switched positions, which should have been done at some meeting. It appears the OP was not notified of any meeting as required, in this case, Corporation Code.

I've actually modified boilerplate governing docs for a number of HOA's in California so kinda have a feel for this sort of thing.
AugustinD


Posts:3382


05/11/2020 7:07 PM  
Until the OP tells the forum what the HOA's Bylaws and Articles say, none of your chatter matters.
MarkW18


Posts:1071


05/11/2020 7:22 PM  
Posted By AugustinD on 05/11/2020 7:07 PM
Until the OP tells the forum what the HOA's Bylaws and Articles say, none of your chatter matters.



WOW!
MarkW18


Posts:1071


05/11/2020 7:41 PM  
Posted By AugustinD on 05/11/2020 7:07 PM
Until the OP tells the forum what the HOA's Bylaws and Articles say, none of your chatter matters.



Keep writing those worthless letters you like.
LisaD12
(Missouri)

Posts:13


05/11/2020 8:17 PM  
This is a SFR HOA with 232 homes. There is no language allowing for fines. This was confirmed by the attorney for the HOA. Attached is our section of the indentures regarding selection of Directors.

Attachment: 1511171413971.pdf
Attachment: 1511171549854.pdf

LisaD12
(Missouri)

Posts:13


05/12/2020 10:59 PM  
I apologize for the delayed response. My daughter has been very ill.
This is a subdivision of 232 SFR.
Thank you for taking the time to help me.
SueW6
(Michigan)

Posts:693


05/13/2020 5:33 AM  
Geez - how old are these bylaws ?

They talk about Directors, which is not the same as determining officers.

I’d say pick your battles. The officer positions were done legally - IF this was a legally called and noticed meeting and there are minutes of the meeting. You can talk to the lawyer about it and he/she can tell them where they retired. But most likely they will repeat the process at another meeting.

LisaD12
(Missouri)

Posts:13


05/13/2020 8:19 AM  
Thank you very much for your help! Attached is the indentures that apply.

Attachment: 1513195339771.pdf
Attachment: 1513195350654.pdf

LisaD12
(Missouri)

Posts:13


05/13/2020 9:10 AM  
The indentures were recorded in 2001.
There was no notice of meeting & no minutes recorded. I am the secretary & keep all minutes... no minutes. I found out about the change via an email from mgmt company that all communications to & from the Mgmt company are to be done through the president then named the person that swapped titles. They were mad that I contacted our attorney about the fines & a lawsuit that that is pending that they gave false statements that can be verified as false. They're not making good business decisions for the HOA. They're opening us up to multiple lawsuits for selective enforcement & possibly discrimination.
AugustinD


Posts:3382


05/13/2020 9:20 AM  
LisaD12, would you please respond to the following?
Posted By AugustinD on 05/11/2020 8:57 AM
Posted By LisaD12 on 05/10/2020 9:34 PM
I have sent a 45 day letter requesting their removal.
Pursuant to what law or covenant in your HOA's governing documents?


Posted By AugustinD on 05/11/2020 9:11 AM
Posted By LisaD12 on 05/10/2020 7:28 PM
Unbeknownst to me in March 2020, the then president who was in his 2nd term was stressed due to discord between himself & me decided to resign.
Does the management company have the communication where this person wrote he resigned? Does the communication indicate whether he resigned as president or director, or both? There is a difference. If you have documentation that he resigned as a director, there is a good chance that he cannot re-appoint himself as a director without your vote and the other director's vote.


If your Bylaws and Articles of Incorporation are silent with regard to whether the Board must provide notice of Board meetings, then Missouri's Nonprofit Corporation statute at 355.386 gives you grounds to make a legal demand on the HOA and then file suit in Missouri. If you want to know how to do this, post back saying as much.
MarkW18


Posts:1071


05/13/2020 9:26 AM  
Posted By AugustinD on 05/13/2020 9:20 AM
LisaD12, would you please respond to the following?
Posted By AugustinD on 05/11/2020 8:57 AM
Posted By LisaD12 on 05/10/2020 9:34 PM
I have sent a 45 day letter requesting their removal.
Pursuant to what law or covenant in your HOA's governing documents?


Posted By AugustinD on 05/11/2020 9:11 AM
Posted By LisaD12 on 05/10/2020 7:28 PM
Unbeknownst to me in March 2020, the then president who was in his 2nd term was stressed due to discord between himself & me decided to resign.
Does the management company have the communication where this person wrote he resigned? Does the communication indicate whether he resigned as president or director, or both? There is a difference. If you have documentation that he resigned as a director, there is a good chance that he cannot re-appoint himself as a director without your vote and the other director's vote.


If your Bylaws and Articles of Incorporation are silent with regard to whether the Board must provide notice of Board meetings, then Missouri's Nonprofit Corporation statute at 355.386 gives you grounds to make a legal demand on the HOA and then file suit in Missouri. If you want to know how to do this, post back saying as much.



You said before that the statues weren't relevant, or there're not UNLESS you post them.
AugustinD


Posts:3382


05/13/2020 9:35 AM  
Posted By MarkW18 on 05/13/2020 9:26 AM
You said before that the statues weren't relevant, or there're not UNLESS you post them.


Posted By AugustinD on 05/11/2020 4:00 PM
Posted By MarkW18 on 05/11/2020 3:56 PM
Actually for Board meeting throughout most of the United States, Corporation Code is what is used.
It applies. I would not say that it typically provides the most instruction on how board meetings are to be conducted.
div class="NTForums_Quote">Posted By AugustinD on 05/11/2020 4:46 PM
Posted By MarkW18 on 05/11/2020 4:08 PM
It's not suppose to be an instruction on how board meetings are conducted, it is a rule on how an association and board members should be notified of board meetings.
Same difference: The most instruction on how notice of board meetings occurs is typically in the HOA or condo statues or the bylaws and declaration.

In case law, the more specific statute controls. A HOA/condo is a corporation, so corporate statutes will apply, but under the law, because the HOA/Condo statutes are more specific to HOA/Condos, the HOA/Condo statutes typically control.

Posted By AugustinD on 05/11/2020 7:07 PM
Until the OP tells the forum what the HOA's Bylaws and Articles say, none of [MarkW18's] chatter matters.


The forum still does not know what the Articles say. Missouri HOA law is a bit different than the norm. The Articles of Incorporation may very well dictate what notice is required.
MarkW18


Posts:1071


05/13/2020 9:39 AM  
State statues prevail over Articles of Incorporation, Bylaws or CCRs. Nowhere does the statue state unless the governing docs say differently. Requiring notice to directors is common practice in the United States.

Most people here ignored the fact that the OP said they were not given notice of the meeting, there were no minutes and they were the Secretary.
MarkW18


Posts:1071


05/13/2020 9:39 AM  
State statues prevail over Articles of Incorporation, Bylaws or CCRs. Nowhere does the statue state unless the governing docs say differently. Requiring notice to directors is common practice in the United States.

Most people here ignored the fact that the OP said they were not given notice of the meeting, there were no minutes and they were the Secretary.
AugustinD


Posts:3382


05/13/2020 9:45 AM  
Posted By MarkW18 on 05/13/2020 9:39 AM
State statues prevail over Articles of Incorporation, Bylaws or CCRs.
If there is a qualifying phrase in the statute, as there is in Missouri Rev Statute Section 355.386, then not so.

I think this is about the third time you and I have had this discussion about qualifying phrases.

Posted By MarkW18 on 05/13/2020 9:39 AM
Nowhere does the statue state unless the governing docs say differently.
Missouri Rev Stat § 355.386 qualifies its requirements for notice with the phrase, "Unless the articles or bylaws provide otherwise... "
JohnC46
(South Carolina)

Posts:9471


05/13/2020 9:50 AM  
Posted By AugustinD on 05/13/2020 9:45 AM
Posted By MarkW18 on 05/13/2020 9:39 AM
State statues prevail over Articles of Incorporation, Bylaws or CCRs.
If there is a qualifying phrase in the statute, as there is in Missouri Rev Statute Section 355.386, then not so.

I think this is about the third time you and I have had this discussion about qualifying phrases.

Posted By MarkW18 on 05/13/2020 9:39 AM
Nowhere does the statue state unless the governing docs say differently.
Missouri Rev Stat § 355.386 qualifies its requirements for notice with the phrase, "Unless the articles or bylaws provide otherwise... "




Thus without seeing the OP's articles/bylaws, no one can properly answer her question.
MarkW18


Posts:1071


05/13/2020 9:53 AM  
You 're right! I am sure the OP Bylaws or Article or some made up document will state no under no circumstance does notice need to be given to directors who are not on our side.

I see that language all the time.
MarkW18


Posts:1071


05/13/2020 9:57 AM  
Lisa

What Augustin is trying to tell you is they have seen plenty of instances of Missouri HOA association not required some kind of notice that some Board member or two has called a meeting in which you need not be invited.
AugustinD


Posts:3382


05/13/2020 9:58 AM  
I have seen Articles of Incorporation that are strange indeed. Plus the OP has not clarified whether there is anything about meeting and notice in the Bylaws. The OP is already making legal demands of her HOA. She needs to get her understanding of the law right.

I won't assume here.
AugustinD


Posts:3382


05/13/2020 10:05 AM  
Posted By MarkW18 on 05/13/2020 9:53 AM
some made up document will state no under no circumstance does notice need to be given to directors who are not on our side.
Actually*, when a director is an adverse party, the board majority may very well not be required to give notice of a meeting where the only subject of discussion is how to legally deal with the adverse party-director.


* "Actually" being one of several popular feminine expletives.
MarkW18


Posts:1071


05/13/2020 10:08 AM  
Posted By AugustinD on 05/13/2020 10:05 AM
Posted By MarkW18 on 05/13/2020 9:53 AM
some made up document will state no under no circumstance does notice need to be given to directors who are not on our side.
Actually*, when a director is an adverse party, the board majority may very well not be required to give notice of a meeting where the only subject of discussion is how to legally deal with the adverse party-director.


* "Actually" being one of several popular feminine expletives.



And you pulled that out of ....where?
MarkW18


Posts:1071


05/13/2020 10:13 AM  
Posted By AugustinD on 05/13/2020 10:05 AM
Posted By MarkW18 on 05/13/2020 9:53 AM
some made up document will state no under no circumstance does notice need to be given to directors who are not on our side.
Actually*, when a director is an adverse party, the board majority may very well not be required to give notice of a meeting where the only subject of discussion is how to legally deal with the adverse party-director.


* "Actually" being one of several popular feminine expletives.



And, in this case, the course of action was changing board positions..Where do you get this sh$t from?
AugustinD


Posts:3382


05/13/2020 10:23 AM  
Posted By MarkW18 on 05/13/2020 10:08 AM
Posted By AugustinD on 05/13/2020 10:05 AM
Posted By MarkW18 on 05/13/2020 9:53 AM
some made up document will state no under no circumstance does notice need to be given to directors who are not on our side.
Actually*, when a director is an adverse party, the board majority may very well not be required to give notice of a meeting where the only subject of discussion is how to legally deal with the adverse party-director.


* "Actually" being one of several popular feminine expletives.



And you pulled that out of ....where?
Leo Weinstein spoke of feminine expletives. He is a former professor at Smith College. He has an auditorium named for him there.

AugustinD


Posts:3382


05/13/2020 10:25 AM  
Posted By MarkW18 on 05/13/2020 10:13 AM
And, in this case, the course of action was changing board positions..Where do you get this sh$t from?
Ask nicely, and I will consider posting a response to this.
MarkW18


Posts:1071


05/13/2020 10:28 AM  
Posted By AugustinD on 05/13/2020 10:25 AM
Posted By MarkW18 on 05/13/2020 10:13 AM
And, in this case, the course of action was changing board positions..Where do you get this sh$t from?
Ask nicely, and I will consider posting a response to this.



BITE ME!
MarkW18


Posts:1071


05/13/2020 10:43 AM  
Posted By AugustinD on 05/13/2020 10:23 AM
Posted By MarkW18 on 05/13/2020 10:08 AM
Posted By AugustinD on 05/13/2020 10:05 AM
Posted By MarkW18 on 05/13/2020 9:53 AM
some made up document will state no under no circumstance does notice need to be given to directors who are not on our side.
Actually*, when a director is an adverse party, the board majority may very well not be required to give notice of a meeting where the only subject of discussion is how to legally deal with the adverse party-director.


* "Actually" being one of several popular feminine expletives.



And you pulled that out of ....where?
Leo Weinstein spoke of feminine expletives. He is a former professor at Smith College. He has an auditorium named for him there.




Out of curiosity, I looked up the biography of your boy on the Smith College website. Turns out they state Leo was born in 1921 AND served in World War I. Now I see where you get your facts. Nice job!
AugustinD


Posts:3382


05/13/2020 10:46 AM  
Posted By MarkW18 on 05/13/2020 10:43 AM
Out of curiosity, I looked up the biography of your boy on the Smith College website. Turns out they state Leo was born in 1921 AND served in World War I. Now I see where you get your facts. Nice job!
The late Professor Weinstein's line about feminine expletives has been massively published and quoted for a few decades now. Thank you, really.
MarkW18


Posts:1071


05/13/2020 10:50 AM  
How in the hell did I miss that!
LisaD12
(Missouri)

Posts:13


05/13/2020 12:20 PM  
My indentures are silent in regards to calling a meeting.
I'm not sure if the Mgmt company has resignation. He claims that he included me in the email, but did not. I have a separate email account for HOA business so I don't overlook an email.
Yes, I would like to know more about this. Thank you for your time.
AugustinD


Posts:3382


05/13/2020 1:22 PM  
LisaD12, would you please look up your HOA at https://www.sos.mo.gov/business/corporations? When you get to the site with your HOA's information on it, click on the tab marked "Filings." Scroll to the bottom (or near the bottom) of the list of filings. You should see the Articles of Incorporation. Look it over. Does it say anything about notice for meetings?
AugustinD


Posts:3382


05/13/2020 2:34 PM  
With improper meetings being held; fines being improperly imposed; and a lawsuit pending, I am taking your word that things are dire, and you want action. If the Articles of Incorporation are silent about meetings and notice requirements, here is one path to take.

Write a letter to the two directors like the following. Send the letter certified mail to the HOA corporation's registered agent, as given at the Secretary of State corporations listing.

=== Start Letter ===

Dear Directors ______ and ______,

First, in an email dated ____, the HOA manager communicated the evidence that the two of you claim to have swapped officer positions. The Missouri Nonprofit Corporation Act at section 355.446 requires you to submit your resignations to the corporation. I never received notice of these resignations. I believe your resignations are invalid.

Second, in this same email, it appears the two of you claim to have appointed each other to new officer positions. Appointment to an officer position is a corporate action. This action was taken without a meeting. Per the Missouri Nonprofit Corporation Act at section 355.381, such actions may only be taken "by all members of the board. Furthermore, "[t]he action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken." I believe your appointments to new officer positions are invalid.

Third, this email also indicates that you are attempting to hold special meetings without providing the third director and the secretary the notice that the Missouri Nonprofit Corporation Act requires. See section 355.386 (2); section 355.431 (requiring the corporation to have a secretary) and section 355.066 (defining "secretary").

Fourth, the HOA has no lawful authority to impose fines. Your repeated imposition of fines violates the law.

I respectfully request that you each agree to do the following immediately:

A.
Schedule a board meeting for the three of us, providing proper notice pursuant to the Act's section 355.071. At this meeting the first agenda item will be the resignation of any officer and the filling of any vacancy resulting from this resignation.

B.
List as the second agenda item a review of fine-making authority. I request the HOA attorney attend this part of the meeting.

By June 1, please let me know what dates this meeting will occur.

Signed,

name
address
phone
email

====

If the letter does not get cooperation, then report back. The next steps are pursuing court action per 355.081, 355.141, and 355.356. To review the Missouri Nonprofit Corporation Act, see
https://www.lawserver.com/law/state/missouri/mo-laws/missouri_laws_chapter_355

AugustinD


Posts:3382


05/13/2020 2:50 PM  
Posted By MarkW18 on 05/13/2020 10:50 AM
How in the hell did I miss that!
Really*. I would have thought anyone who respects Justice Ginsburg the way you do would know Professor Weinstein's work.


* "Really" being the quintessential feminine expletive, as asserted by Professor Weinstein.
LisaD12
(Missouri)

Posts:13


05/13/2020 3:30 PM  
Oh my gosh! I thank you so much!I will prepare tonight & let you know what happens! Again, thank you!
LisaD12
(Missouri)

Posts:13


05/13/2020 3:31 PM  
Oh my gosh! I thank you so much!I will prepare tonight & let you know what happens! Again, thank you!
GeorgeS21
(Florida)

Posts:2693


05/13/2020 6:46 PM  
Lids,

Did you say you contacted the HOA attorney? Without Board agreement or approval?
LisaD12
(Missouri)

Posts:13


05/13/2020 7:57 PM  
I contacted the board attorney including the other board members. The board filed a lawsuit against a homeowner before I was elected. The attorney had sent correspondence to all 3 of us. The other board members responded with statements that were not true. I contacted the other board members with my issues regarding their responses as well as imposing fine. They both told me our attorney said we could impose a fine. I emailed our atty asking what could happen at trial if were charging the respondent fines if we're not supposed to & give our atty information that the respondent was likely to obtain that is contradictory to the board member's statements.
LisaD12
(Missouri)

Posts:13


05/13/2020 7:58 PM  
I replied to the wrong response. Thank you very much for your help! I'm working on it right now!
Please login to post a reply (click Member Login on the menu).
Page 1 of 212 > >>
Forums > Homeowner Association > HOA Discussions > 2 Directors change positions without vote



Get 1 year of free community web site hosting from Community123.com!

Only members have access to all features.
Click here to join HOATalk for Free! Members click here to login and access all features.







General Legal Notice:  The content of forum messages are from the posting member and have not been reviewed nor endorsed by HOATalk.com.  Messages posted by HOATalk or other members are for informational purposes only, are not legal or professional advice and do not constitute an attorney-client relationship.  Readers should not act upon this information without seeking professional counsel.  HOATalk is not a licensed attorney, CPA, tax advisor, financial advisor or any other licensed professional.  HOATalk accepts ads from sponsors but does not verify sponsor qualifications nor endorse/guarantee any sponsor's product or service.
Legal Notice For Messages Posted by Sponsoring Attorneys: This message has been prepared by the sponsoring attorney for informational purposes only and does not constitute legal advice. This information is not intended to create, and receipt of it does not constitute an attorney-client relationship. Readers of HOATalk.com should not act on this information without seeking professional counsel. Please do not send any sponsoring attorney confidential information unless you speak with the sponsoring attorney or an attorney from the sponsoring attorney’s firm and get authorization to send that information to them. If you wish to initiate possible representation, please contact an attorney in the firm of the sponsoring attorney. Sponsoring attorneys that post messages here are licensed to practice law in a specific state or states as indicated in their message signature or sponsor’s profile page. (NOTE: A ‘sponsoring attorney’ is an attorney that is a HOATalk.com official sponsor and is identified as such in the posted message or on our sponsor page.)

Copyright HOA Talk.com, A Service of Community123 LLC ( Homeowners Association Discussions )   Terms Of Use  Privacy Statement