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Subject: Board of Director actions
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Author Messages
ThomasS27
(Oregon)

Posts:5


01/09/2021 8:36 PM  
Hallo,
We have an Open Meeting Act implemented in our HOA.

The newly elected board of directors are trying to act without Board of director meetings, like:

-Reincorporate the HOA (Currently unincorporated)
-do/outsource Reserve studies
-develop ARC guidelines
-opening bank accounts
-opening electricity accounts
-insurance policy etc.

Just a few to mention.

Can they do that without a Bord meeting where all these points were motioned and voted for by the directors and recorded in the minutes.

I know all these things need to be done, but by the rules.

Thank you guys for your input,

Happy New Year!
JohnC77
(Washington)

Posts:438


01/09/2021 9:25 PM  
IMO, most of the items you listed can be accomplished without a Board meeting. So a Board can develop rules, ARC guidelines, obtain quotes on insurance policies, etc. Approving and implementing would need to be done in a meeting, where a quorum of directors are present.
MelissaP1
(Alabama)

Posts:9865


01/10/2021 4:23 AM  
These seem like action items and not discussion ones. So I don't see why it's necessarily something to openly meet about as much as do. Establishing a bank account doesn't take an entire membership to do. Once your ready to re-incorporate then I am sure there will be a meeting if signatures are required by membership. Establishing certain accounts like electric doesn't take a vote. What it may take is someone willing to use their name or address to file it under. Our HOA doesn't have an official address so utilities can't set up an account. So you may see a "John Doe" member listed under the bill for lights/water/sewage etc...

There is one thing for discussion and voting. It is another when the rubber meets the road. Most of these are rubber meeting the road items.

Former HOA President
JohnC46
(South Carolina)

Posts:10372


01/10/2021 8:01 AM  
Thomas

I suggest you add selecting the type toilet paper for the clubhouse bathroom.
SheliaH
(Indiana)

Posts:3670


01/10/2021 8:49 AM  
I imagine the open meeting rule relates to the the ability of the membership to attend the meeting and listen in on what the board is doing. Everything you mention sounds like this board is taking appropriate actions to run the association effectively. Apparently they held a meeting where all this was announced, so what's the problem?

These decisions should be reflected in board meeting minutes, so be sure to get a copy and review them, then ask about anything you don't understand. In fact, why not offer to help in some of these actions - you'll learn about best practices and what could be adapted to your association.

To wit, it's a good idea for the association to set itself up as a nonprofit corporation because this can help protect individual homeowners like you from personal liability if something happens on association property and a lawsuit ensues. Without a corporate shield, the homeowners would become personally liable for damages if the plaintiff won the lawsuit. If you have the money to risk on that type of thing, go ahead and tell the board not to bother with incorporating itself because YOU will pay any and all damages.

Take a look at some of the conversations on this website about all things HOA and you'll find out in a hurry why prudent operation of a HOA is critical. Better yet, check out the CAI website and I best in some of their educational materials on things like reserves, HOA finances property managers (if the board decides to hire one of you don't already have one), rules enforcement (since you're concerned about that) and so on. That'll make you a more educated homeowner and if you do decide to offer to help out, you can share your information with them.



AugustinD


Posts:4845


01/10/2021 9:18 AM  
Posted By ThomasS27 on 01/09/2021 8:36 PM

-Reincorporate the HOA (Currently unincorporated)
-- In one post or less, I would like to know why you think the HOA is currently unincorporated. If the HOA was ever incorporated, it actually takes quite a lot to dissolve the corporation to the bitter end. Of course, dissolution does not get rid of the covenants.

-- This Oregon statute section seems relevant:
https://casetext.com/statute/oregon-revised-statutes/title-10-property-rights-and-transactions/chapter-94-real-property-development/planned-communities/homeowners-association-management-of-planned-community/section-94626-corporate-dissolution-of-association
ThomasS27
(Oregon)

Posts:5


01/11/2021 8:20 PM  
Hallo Augustin,
The declarant was lapsing the HOA and it was administratively dissolved a few years back. Since than it is considered unincorporated.

The CC&RS are in the deeds and enforceable.
AugustinD


Posts:4845


01/11/2021 8:30 PM  
Posted By ThomasS27 on 01/11/2021 8:20 PM
Hallo Augustin,
The declarant was lapsing the HOA and it was administratively dissolved a few years back.
Did the HOA take its own steps to dissolve the corporation? Or did the Secretary of State "administratively dissolve" the HOA on account of the HOA failing to pay its annual fee or similar?


Since than it is considered unincorporated.
I bet the above is questionable. One reason I think this is so is because any common area that is titled to the HOA corporation is not suddenly going to become, say, abandoned property. The HOA still has legal title to this common area.
ThomasS27
(Oregon)

Posts:5


01/11/2021 9:58 PM  
The Secretary of State did it, the documents state it was administratively dissolved in 2008. No further explanation in the documents. Since than it is considered unincorporated.

The HOA was never established. One of the owners just initiated a turnover meeting last December. He is running the show, so to say. That’s why I am asking if the board needs to meet, And vote for certain things like I mentioned to put it in the Board meeting minutes. In my understanding they can’t just reinstate the HOA without Board approval. Is there a list of items what the board can do without prior to Motion and vote on it.

Or a reference I could use.
SheliaH
(Indiana)

Posts:3670


01/12/2021 6:18 AM  
Well, it appears there isn't a board yet, so there wouldn't be any minutes or even board members - who have to be appointed by someone, so you can't just say "hey, I'm the board of directors, so send your assessments to me." Thus the meeting to start organizing by filing articles of incorporation, electing a board of directors and so on.

Have you gone to this owner with ANY of your questions? Or talk to your neighbors to see if they want a HOA? You might want to do some of that and if the majority want it, start paying attention to how it's set up, maybe even ask what happens if there are people who don't want any parts of a HOA.
AugustinD


Posts:4845


01/12/2021 8:26 AM  
Posted By ThomasS27 on 01/11/2021 9:58 PM
The Secretary of State did it, the documents state it was administratively dissolved in 2008. No further explanation in the documents. Since than it is considered unincorporated.

The HOA was never established. One of the owners just initiated a turnover meeting last December. He is running the show, so to say. That’s why I am asking if the board needs to meet, And vote for certain things like I mentioned to put it in the Board meeting minutes. In my understanding they can’t just reinstate the HOA without Board approval. Is there a list of items what the board can do without prior to Motion and vote on it.

Or a reference I could use.
-- The administrative dissolution of the corporation does not necessarily mean the HOA does not exist.

-- I think answers at this forum will not be all that meaningful unless you post the HOA's governing documents (Declaration and Bylaws). If you post these, then per the forum's rules, please redact information that could identify the HOA.
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