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Subject: Illegal Meeting & If Actions Taken are Void
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MicheleB7
(Florida)

Posts:21


11/13/2020 3:31 AM  
Our HOA homeowners did a proper recall of these 3 self-appointed directors that assumed positions due to a recall they did and during the 5 full business day period allowed to certify or reject the recall, they posted notices in the community for two BOD meetings to be held a few days from the date of posting. The notices gave all the information for a Zoom meeting with event IDs and codes for both meetings. On the meeting this question is about, when it was time for owners to Zoom in on the computer or call in, we all found that the codes and ID's were incorrect and we could not join the meeting and owners posted in the Facebook and Nextdoor groups asking what the codes were as the codes are given didn't work. Some owners emailed and called management but this meeting was at 2:20 pm on Sunday and was not getting a response. A few other owners, myself included text the current president as we had her cell number and asked for the sign-ins and asked what happened. She did text back the link and the real codes and IDs for the meeting and after about 20 minutes, 17 of the 63 homeowners were able to join the meeting. At this meeting, the 3 current directors increased the number of directors from 3 to 4 directors, appointed the 4 new directors, voted, and added an owner as an officer. The three directors then resigned their officer positions of President, Secretary, and Treasurer and appointed two of the new directors to these positions.

Two days later, they had a meeting to certify the recall ballots, the logins were correct for that meeting. The former President called the meeting to order and the former secretary took the floor and went on a rant about how the ballots were not delivered to the management company properly and they claimed they mailed the ballots back and stated they did not have to accept them for lack of proof that the person who served them was a real process server and they wanted proof of this. Someone provided proof of service and they finally accepted and voted to certify the recall. After that these former officers and directors voted to add another owner on as the treasurer. They stacked the deck of 4 of their directors and two officers that they selected. The owners on the call were furious and when the open session was permitted, blasted them for adding directors during their recall, for not allowing the new president or vice president to chair the meeting, and that they had no right to add another officer after they had resigned and accepted the recall. Another owner spoke up that the first recall was a sham and deceitful and that the director who was just removed lied to everyone she took the original recall to and got signed. Another recalled director stated that all of us owners could be held liable for stating in person and on social media that they lied and were deceitful with the original recall. Well, that got everyone up in arms.

We believe what transpired here was a travesty and believe the meeting that no one could attend online was illegal and therefore any actions, decisions, and motions approved at that meeting are null and void. We are seeking legal counsel to discuss this and amazingly, when calling around for an attorney, we found that the director who is an attorney had called many area attorneys asking for letters of engagement for the HOA thereby there would be no attorneys who could represent us against the HOA. WOW!!!So, the owners did a proper recall of these 3 self-appointed directors and during the 5 full business day period they are allowed to certify or reject the recall, they held two more BOD meetings, added 4 new directors, voted added two owners as officers. They then resigned their positions of President, Secretary, and Treasurer and appointed two of the new directors to these positions. This was a Zoom/conference call meeting and the notice posted 48 hours in advance had the wrong codes to log into the Zoom. 17 owners finally got in the meeting and only because they text the president stating they couldn't access the meeting.

DBPR here in Florida will only handle arbitration, elections, and recalls for HOA's. COA's are more protected here.

Thoughts on this???
SheliaH
(Indiana)

Posts:3577


11/13/2020 6:13 AM  
First, a lesson for others pursuing recalls - it may best for designated members of the group who want the recall to handle the scheduling and notifying homeowners. Zoom, GoToMeeting and so on are fine, but there should be an option to participate via conference call in case of technical breakdowns (accidental and otherwise). If possible, work with the property manager (assuming you're aren't ticked off with him/her) - this way, the people subject to the recall can't play any dirty tricks (or at least make it very difficult for them to do it.

If this was supposed to be a special meeting to consider a recall, that's the ONLY thing that should have happened at that meeting - vote to recall and vote in those replacements only, not add more people to the board (I'm sure that requires an amendment to the documents - and a homeowner vote for that). Appointing officers could have occurred at another legitimate board meeting.

You say 17 people managed to join the meeting - was that the required quorum for the meeting (17 is a little over 25% of 63 homeowners). Did any of them protest over what was going on? Considering the snafu over the code, someone should have demanded the meeting be canceled and rescheduled.

You and your like-minded neighbors will probably need an attorney to blast this "board" into having another meeting for all this. I wouldn't worry about the attorney director - letters of engagement are one thing, but you usually have to cough up some money to make it stick, and unless all those folks were paid, I suspect there's an attorney out there who'd love to take this one. It may take more work to find one, so start passing the hat and be prepared to look outside your area - hopefully, you can find one who can do a lot of the work via conference calls.



JohnC46
(South Carolina)

Posts:10130


11/13/2020 8:55 AM  
Recalls of multi people rarely work especially if those being recalled decide to fight the recall. There are many T's to cross and I's to dot. Rarely can a lay person(s) make it happen. Typically those wanting the recall should retain an attorney to guide them.

When the BOD in up to full complement, the BOD can appoint members to fill the empty seats. Many docs call for a BOD of 3 to 7 and the BOD can determine the size of the BOD as long as it is 3 to 7 members.
AugustinD


Posts:4421


11/13/2020 9:20 AM  
At https://www.hoatalk.com/Forum/tabid/55/forumid/1/postid/293714/view/topic/Default.aspx, I asked:
-- Please quote exactly what your Bylaws say about increasing the number of directors.

-- Please quote exactly what your bylaws say about amendments.

No answer.

I am not sure there is a point in offering further help.
BillH10
(Texas)

Posts:582


11/13/2020 10:03 AM  
Michele

It would be most helpful if you would use paragraphs in your post and only present the facts and other relevant information. I found it very difficult to read your post on my iPhone, and not much easier on my computer.

For example, you describe how furious some owners were. The fury is understandable but does not facilitate understanding and analysis of your post. That is not information which will be helpful to those attempting to assist you.

Thanks.
MicheleB7
(Florida)

Posts:21


11/13/2020 10:04 AM  
Per our documents: Bylaws of the Association shall be adopted by the Board of Directors and thereafter may be altered, amended, or rescinded in the manner provided for in the Bylaws. In the event of a conflict between the provisions of these Articles and the provisions of the Bylaws, the provisions of these Articles shall control.

Per our Bylaws regarding Amendments:

Section I. In General. Subject to the provisions of Section 4 below, these Bylaws may be amended at any regular or special meeting of the Board at which there is a quorum by a vote of a majority of the Directors provided that those provisions of these Bylaws which are governed by the Articles may not be amended except as provided in the Articles or applicable law; and provided further that any matter stated herein to be or which is in fact governed by the Declaration may not be amended except as provided in such Declaration.
Section 2. Instrument. Any instrument amending, modifying, repealing, or adding Bylaws shall identify the particular Section or Sections affected and give the exact language of such modification, amendment, or addition or the provisions repealed. A copy of each such amendment, modification, repeal, or addition certified to by the Secretary or Assistant Secretary of the Association shall be recorded in the Public Records of Volusia County, Florida, not more than thirty (30) nor less than five (5) business days after a copy of same has been delivered to Declarant.

Both of these meetings were noticed 48 hours in advance via a posted notice on mailbox banks in development. Both of these meetings were BOD Meetings and a quorum of directors was necessary to hold the meeting, all BOD meetings are open for all owners to attend and proper notice of when, where, and what time. This was posted timely however the info provided was wrong and did not allow a member to join the meeting without reaching out to get the correct information when the meeting started.

In question here is the members believe the meeting was illegal as they could not gain access and as such, the actions, amendments to documents, and adding directors should be nullified. The intent of the BOD meeting by the BOD being recalled was to increase the number of current directors from the 3 the documents stated it needed to start with to 7 directors and place directors they chose on the board to make the former board members coming back be ineffective because they'd be the minority vote on the new BOD. The members/owners were so upset by the original recall that they did this recall themselves and by the books. They expected the former directors to be their president, treasurer, and secretary like before but that is not what happened.
AugustinD


Posts:4421


11/13/2020 10:19 AM  
Posted By MicheleB7 on 11/13/2020 10:04 AM
Per our Bylaws regarding Amendments:
[snip]
Section 2. Instrument. Any instrument amending, modifying, repealing, or adding Bylaws shall identify the particular Section or Sections affected and give the exact language of such modification, amendment, or addition or the provisions repealed. A copy of each such amendment, modification, repeal, or addition certified to by the Secretary or Assistant Secretary of the Association shall be recorded in the Public Records of Volusia County, Florida, not more than thirty (30) nor less than five (5) business days after a copy of same has been delivered to Declarant.
-- As far as I am concerned, an amendment not recorded = an amendment that is not valid.

-- I am not convinced that DBPR is correct in stating it does not have the legal authority to address the situation. The OP would have to read GenoS's excellent posts on this, referring to arbitration decisions actually made by DBPR, to get a better handle on this. Regardless, if DBPR is saying no, then DBPR is saying no. On the third hand, I wonder if the complaint the OP's HOA submitted was as garbled as many of the posts here, and DBPR was not going to deal with it as a result. Sorry Michele. I know this is harsh. But I have learned here is that many well-intentioned posters here either cannot communicate effectively or do not know enough about the law and covenants to know what needs to be communicated.

-- I think your best bet is for you all to chip in and hire an attorney. Yes, it will be expensive. Yes I think no one there has the capabilities to address the situation without an attorney.

-- The remaining alternative is to move. Seriously. Your Board is crooked.


GeorgeS21
(Florida)

Posts:3411


11/13/2020 12:50 PM  
This is another one that I am slow to understand.

Perhaps the explanation warrants an accusation of the board being crooked ... but, perhaps the explanation isn’t accurate?

Some of these situations are so fuzzy and odd sounding - hard to assess.
JohnC46
(South Carolina)

Posts:10130


11/13/2020 3:00 PM  
Posted By GeorgeS21 on 11/13/2020 12:50 PM
This is another one that I am slow to understand.

Perhaps the explanation warrants an accusation of the board being crooked ... but, perhaps the explanation isn’t accurate?

Some of these situations are so fuzzy and odd sounding - hard to assess.




I understand. Many come out here and only present facts to support the result they want/wanted. Some go on and on with no clear facts and/or they intermingle things.
JohnC46
(South Carolina)

Posts:10130


11/13/2020 3:00 PM  
Posted By GeorgeS21 on 11/13/2020 12:50 PM
This is another one that I am slow to understand.

Perhaps the explanation warrants an accusation of the board being crooked ... but, perhaps the explanation isn’t accurate?

Some of these situations are so fuzzy and odd sounding - hard to assess.




I understand. Many come out here and only present facts to support the result they want/wanted. Some go on and on with no clear facts and/or they intermingle things.
JohnC46
(South Carolina)

Posts:10130


11/13/2020 3:12 PM  
Michele

You are intermingling things thus making it hard to understand anything.

You are juggling to many subjects You need to clarify.

As I see it there are two several issues:

1. Was the meeting legal as people were not properly told how to participate?

2. It is in the power of the BOD to increase BOD size? What do your Bylaws say about BOD size? If such is within the power of the BOD to decide, then the legality of the meeting is a Red Herring offered up by those that did not like the BOD expansion.

Ours say 3 to 7 members but do not define who decides thus we have operated under the principle that the BOD (and the BOD alone) decides. We have never been legally challenged on this.

3. Many want/think everything a BOD does has to be open to voting and discussion by all association members. Wrongo on that one.

My overall impression was the BOD was quite sloppy in their handling of the situation but they did probably did nothing legally wrong.
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