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Subject: Is the HOA attorney correct in officer/director bylaws?
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Author Messages
AugustinD


Posts:1695


07/23/2021 1:10 PM  
Posted By AugustinD on 07/23/2021 1:08 PM

The fact that this COA attorney's opinion indicates the COA attorney John to stay president until the next election, even when the bylaws (and state statute?) say the board can remove John as president, is telling.
Post-o. The above should read: The fact that this COA attorney's opinion indicates the COA attorney wants John to stay president until the next election, even when the bylaws (and state statute?) say the board can remove John as president, is telling.

MaxB4


Posts:1394


07/23/2021 1:22 PM  
Exactly what the hell has got your panties in a bunch!
JanineR
(Tennessee)

Posts:192


07/23/2021 1:38 PM  
Posted By KerryL1 on 07/23/2021 10:55 AM
Janine isn't on the Board, right?

Janine, perhaps the board knows very well that directors' terms are for 2 years per your Bylaws. But they're ignoring them. Now, our Bylaws state that as soon as possible after the annual meeting, the Board meets to appoint or (s)elect officers for a one-year term, which is typical Do your Bylaws state that?

In CA and maybe elsewhere this Board meeting must be open to owners. Our HOA holds this "Organizational Meeting" immediately after the election.

Janine, do you think the Board would share the Attorney's actual written opinion with Owners??






Kerry, I will send this email and follow up on this thread if there is a response:
---
To PM:
As previously requested by certified mail, please provide the minutes for the organizational meeting of 2020. In addition, please point me in the right direction of what month the organizational minutes for 2019 are stored in the portal.
---

if anyone has suggestions for edits, please respond (keep it clean!)


JanineR
(Tennessee)

Posts:192


07/23/2021 2:26 PM  
I have the last five years of minutes. The word "officer" has never been used in any BOD meeting minutes for at least those five years.

Can someone share a real life example of minutes from an hoa organizational meeting as a comparison.

If there are (hopefully) some new board directors voted in this year, then maybe the new board can get into the practice of doing an organizational meeting at minimum annually per our bylaws.

Instead of stuck to the notion that if you are voted in this year as a board member (let's hope) that you are voted in as a particular officer position for two years.
MaxB4


Posts:1394


07/23/2021 2:39 PM  
Posted By JanineR on 07/23/2021 2:26 PM
I have the last five years of minutes. The word "officer" has never been used in any BOD meeting minutes for at least those five years.

Can someone share a real life example of minutes from an hoa organizational meeting as a comparison.

If there are (hopefully) some new board directors voted in this year, then maybe the new board can get into the practice of doing an organizational meeting at minimum annually per our bylaws.

Instead of stuck to the notion that if you are voted in this year as a board member (let's hope) that you are voted in as a particular officer position for two years.



The better question, since it seems you are hell bent on this officer thing, is if you're professionally managed (and I'll use that word loosely) what do each of the officer people really do. I have been managing properties for 13 years and quite frankly, they do nothing. Remember, only a director can vote, never an officer. In a number of HOA's, officers don't have to be directors and some, don't even have to be owners.
JanineR
(Tennessee)

Posts:192


07/23/2021 3:08 PM  
Posted By MaxB4 on 07/23/2021 2:39 PM
Posted By JanineR on 07/23/2021 2:26 PM
I have the last five years of minutes. The word "officer" has never been used in any BOD meeting minutes for at least those five years.

Can someone share a real life example of minutes from an hoa organizational meeting as a comparison.

If there are (hopefully) some new board directors voted in this year, then maybe the new board can get into the practice of doing an organizational meeting at minimum annually per our bylaws.

Instead of stuck to the notion that if you are voted in this year as a board member (let's hope) that you are voted in as a particular officer position for two years.



The better question, since it seems you are hell bent on this officer thing, is if you're professionally managed (and I'll use that word loosely) what do each of the officer people really do. I have been managing properties for 13 years and quite frankly, they do nothing. Remember, only a director can vote, never an officer. In a number of HOA's, officers don't have to be directors and some, don't even have to be owners.




I am not hellbent on this officer thing.
I am hellbent on that our bylaws are understood before the next annual meeting.
Including quorum requirements, how to take roll-call, and this question about directors vs officers terms.
Trying to keep things squeaky clean.
JanineR
(Tennessee)

Posts:192


07/23/2021 3:16 PM  
We basically REALLY need this annual meeting to be by-the-book.
And no cause for recall like last year.
Crossing the t's and dotting the i's.
JanineR
(Tennessee)

Posts:192


07/23/2021 3:59 PM  
Sorry for triple posting.

Correction: I said recall, but I meant there was no notice for special meeting last year. Even though the special meeting petition was signed by 30% of the community, above the 20% needed.

The MC and a couple of directors do not want new board, and that played out last year when more people volunteered for open board vacancies, and MC called no quorum incorrectly.

This went back and forth for a while, but now we are closer to a new annual meeting, so very anxious to make sure that the bylaws for the upcoming annual meeting are understood precisely before the meeting.
KerryL1
(California)

Posts:8620


07/23/2021 5:00 PM  
(Just) one problem, Janine, is that he Board does not have the HOA attorney attend the annual meeting. Ours always attends and it's included in his firm's retainer. We just invited him to attend this year.

We haven't had any issues, but he'd be the one to point out that quorum has been reached, to close the polls, and to keep in contact with the inspector of elections while they count the ballots in another room that's open for any owners to observe. He answers questions by owners in attendance too, while the ballots are being counted.

But it seems you have no support from anyone to help assure that the annual meeting is run correctly. Or am I missing something?

Who, by the way, counts the ballots in door HOA?

Not sur this mean anything, but officers here are mentioned a great deal in hard meeting minutes because our PMs have alway referred to board members by their title, i.e, "Director Diaz moved and Vice President Luv seconded that ....." Treasurer Vim presented the financial report ending in May 2021." "President Yoo called the meeting to order," etc.

(All of our officers currently are directors; here and in most HOAs, the prez must be a director; officers who are not directors may not make motions or vote at board meetings.)

TimB4
(Virginia)

Posts:17785


07/23/2021 5:25 PM  
Janine,

At the next board meeting, make a motion that due to no longer meeting qualifications as outlined in the bylaws, the board formally remove "John" as President.

See what the board does.

This way you will know if you have support or not from the other board members.
KerryL1
(California)

Posts:8620


07/23/2021 5:31 PM  
Turns out, though, that Janine isn't a member of the Board. It also appears that "John" was appointed properly by the Board.

If TN board meetings are open to owners and they must include an Owners' open forum, it seems that Janine can simply ask the board if they intend to comply with their HOA's Bylaws. See what answer they give to that.
MaxB4


Posts:1394


07/23/2021 6:55 PM  
Posted By TimB4 on 07/23/2021 5:25 PM
Janine,

At the next board meeting, make a motion that due to no longer meeting qualifications as outlined in the bylaws, the board formally remove "John" as President.

See what the board does.

This way you will know if you have support or not from the other board members.



And what qualification(s0s, as an officer, should Janine, who ain't a board member, tell the Board that John no longer meets?
MaxB4


Posts:1394


07/23/2021 6:57 PM  
Posted By KerryL1 on 07/23/2021 5:31 PM
Turns out, though, that Janine isn't a member of the Board. It also appears that "John" was appointed properly by the Board.

If TN board meetings are open to owners and they must include an Owners' open forum, it seems that Janine can simply ask the board if they intend to comply with their HOA's Bylaws. See what answer they give to that.



And the response would be "we'll take it under advisement". Thank you very much.
KerryL1
(California)

Posts:8620


07/23/2021 7:19 PM  
Of course they'll blow her off. BUT, other owners will hear her and may become interested. I don't know about allllll of the HOA's you've managed, Max, but in 13 years as a director on my HOA, owners' comments o in open forum have often led to actions by owners that eventually have led to abusive boards being voted out. Twice!

Given your years of experience in so many HOAs, can you, Max, offer Janine advice for her to try to deal with her PM and or her Board. Getting a better educations does' seem to get at the issues at hand.

MaxB4


Posts:1394


07/23/2021 7:51 PM  
I conducted an election last night via Zoom. Out of 97 units, 6 members showed up, 5 of which were board members. quorum wasn't met and the members present voted not to adjourn even though at a later meeting where quorum is cut in half, quorum had already been achieved. Someone knew the procedure.

Your lawyer should not be doing what you said they were doing. It should be the president or the presiding announcing the polls have closed, what quorum is and get the information from the inspector(s) whether quorum has been met. The lawyer, like the PM is under contract to the association and therefore cannot be the inspector any longer.

You previously agreed with JohnC that the Secretary had "crafted a mess". Why would you just assume the Secretary is the one who took the minutes? Do you take the minutes for your HOA?

You'll probably get a better manager when you pay them $100K a year.

My advice to Janine, get educated, but this ain't the venue for that.
JanineR
(Tennessee)

Posts:192


07/25/2021 9:23 AM  
Posted By KerryL1 on 07/23/2021 5:31 PM


If TN board meetings are open to owners and they must include an Owners' open forum, it seems that Janine can simply ask the board if they intend to comply with their HOA's Bylaws. See what answer they give to that.





Tennessee does not have open meeting laws yet. A bill was started in 2015, SB405, but lost steam.

I am a member of two HOAs in Tennessee. One of them is amazing. They are so transparent, that there is almost never a need to ask a question. All of their board meetings are open, and they even record them and post them to the forum.
Their annual meeting ballots are collected and verified by a third party.

This HOA that I live at though have a MYOB attitude to all members. They don't allow open meetings. Several members have asked if they can attend and ask quick questions at the end. They say no. Several members have asked to see a few financial documents, the answer is no.

A special meeting was signed by 30% of the members, well above the number needed. The board didn't call it.

I am definitely getting off topic, and will post the annual meeting issues in a separate post.


For this topic on this thread though, I will request again for the minutes of the 2020 organizational meeting, and for the 2019.
My hunch is that the reason there are no minutes is because they don't do one, even though our bylaws require them at minimum annually.

I'll update here at a later date of the response.

Thanks for all the different points of view.
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