Get 1 year of free community web site hosting from Community123.com!
Wednesday, October 20, 2021











HOATalk is a free service of Community123.com:

Easy to use website tools to help your board
Only members have access to all features.
Click here to join HOATalk for Free! Members click here to login and access all features.
Subject: Rescinding Annual Meeting Vote
Prev Next
Please login to post a reply (click Member Login on the menu).
Author Messages
MelodyM2
(Colorado)

Posts:12


07/08/2021 11:33 AM  
OK, a question for all of you about a decision that was motioned, voted on, and passed at our Annual Meeting.

First of all, brief notes about the Association:

* Members (Properties): 51
* Annual Meeting Quorum: 25% (13)
* Annual Meeting Attendance: 28 (17 live, 11 proxy) 55%
* Annual Meeting was properly and timely noticed (32 days in advance; ByLaws call for 30 days advance notice), and with that notice the Minutes from last year's Annual Meeting, as well as Agenda for this year's meeting were included.
* My role: Secretary / Treasurer on the Association BOD
* Special Assessments are not limited in any way or fashion in our Covenants/ByLaws. In fact, there is no mention of them, and in following Colorado law, they could be instituted by simple Board vote, for any reason the Board decides is necessary for the Association finances.

-------------------------------------------

Special Note: while the Annual Meeting has always been held physically, last year we went Zoom due to Covid. It was great, but we went back to physical meeting this year. The Meeting Notice stated, "TENTATIVE ZOOM ATTENDANCE: Please note that we have an officer who will bring their mobile hotspot device. We are hoping that we can allow out-of-town members to Zoom into the physical meeting. However, without having had a chance to test the device at the fire house, we cannot guarantee that it will work. We ask that, for those who hope to join us via Zoom, they go ahead and submit a Proxy, in case the Zoom connection does not work."

We're a very, VERY rural area of Colorado, where getting a signal is a sign of miracles to happen). The day before, I took my portable internet to the meeting site, which not only lacked any chance at grabbing data, but also offered zero cell phone reception, including texting. Immediately thereafter, an email went out to the membership letting them know that adding the hoped-for Zoom to our meeting was not possible.

-------------------------------------------

One of the problems we've had in our association is that the geniuses who first set it up hard-coded the Assessment at a firm dollar amount, with no mention of raise, in the Covenants. While we've now got a Committee who will go thru the Covenants and By-Laws to educate our membership about what could and should be changed to protect both the Association and members' pocketbooks, we currently do not have enough of a vote to raise assessments.

At the Annual Meeting, we had an Agenda Item in UNFINISHED BUSINESS, 4. Road Maintenance - Are all roads u to par at this time? If not, what would be the cost to do so? A roundtable discussion started, and in that roundtable, regular members agreed that we needed to have the new committee created to look at the Covenants/ByLaws. However, the discussion went on to say that such a committee report and the subsequent vote might take a year, which would not help the current finances of trying to support the maintenance issue. Straw votes were tossed around about how much extra we'd all be willing to pay (current assessment is $300 per property). It was noted to the membership attending that, while our Covenants and ByLaws do not put any restrictions on Special Assessments, meaning they could be created by a board vote alone, the Board was not comfortable doing so. A motion came from the floor to create a $150 Special Assessment, and it passed unanimously. The agreement was that the invoice for that Special Assessment would be submitted to folks by August 1.

Keep in mind that with a unanimous vote, the Special Assessment received 55% of the total membership.

Let's skip to 3 days later, when a Board Member who was not at the meeting read one of the emails among the board about the special assessment being added to the budget, and a new vote for budget was required. She is very unhappy about it, demanding that the vote be rescinded immediately, and we send out a paper ballot to all members asking them to vote again. Her complaints are:

1. you cannot use special assessments for road maintenance (not sure where she got that idea - from what I've read, ongoing maintenance is the one point when courts have upheld contested special assessments)
2. the special assessment was not on the Agenda (although budgeting road maintenance was on the agenda, referencing last year's annual meeting, at which time a special assessment and raise in assessment was discussed);
3. you have to have a special meeting to discuss assessments (not true);
4. The vote should not count, as people who might have come were not allowed to participate, despite a promise to set up Zoom (again, there was no promise of Zoom, but a hope that we could get it working. Again, the meeting noticed stated that Zoom was tentative, and encouraged folks to submit their proxy in its stead. And, they were notified when we discovered Zoom would not work at that location.)

-------------------------------------------

I got a call from the Board president this morning, telling me to create a new ballot and send it out, that we're going to take a vote. I pointed out that the motion has already been made and voted on, and it passed. IF he wants a change, then the Board needs to vote on one of these three options:

1. Leave it alone, re-affirming that the vote carried.
2. Send out a vote to the membership allowing them to overturn the already decided earlier vote.
3. As a Board, vote that we have decided we do not have the need for this Special Assessment, and can do fine without it. [Warning, however – if the Board turns over a vote carried by the full membership, then it is setting a dangerous precedent in telling the folks, “we don’t care what you vote – we’ll decide for ourselves.”]

With our newly elected BOD, we have 6 members on the Board - so far 2 have vote to send out the invoices, and 1 has voted the rescind the vote. I know that a second will vote to rescind (since that's the one who complained to begin with), leaving us with the two newest board members still to vote.

-------------------------------------------

OK, so for my question. First of all - am I wrong in that if we're putting a vote out to the membership, the vote would need to be for the membership to overturn the Special Assessment which was already voted on? Or am I going in the totally wrong direction here?

Thanks for your patience in reading this, and I'm hoping that someone will help me out on knowing what I'm doing is either right or wrong.
AugustinD


Posts:1675


07/08/2021 12:15 PM  
MelodyM2,

In my opinion, the problem with the vote on the $150 Special Assessment at the Annual Meeting is that I doubt this was listed on the agenda with any kind of specificity.

The agenda was sent out as part of the notice of the meeting, correct? Giving correct notice is a big deal. Was correct notice given here, so as to make the vote on the SA valid? By my reading so far, I do not think so.

Why is notice on really important items important? Because upon seeing that, say, there would be a vote on a Special Assessment, some people might have attended that did not attend, and they might have made arguments persuading folks to vote against an SA. In short, it is not fair to have a vote on something this important unless proper notice is given.

Nationwide I believe most governing documents put the decision on whether to impose a Special Assessment in the Board's hands (with some caveats). If the membership does not like the SA, then the membership has the right to replace the directors.

I think your HOA's board needs to get some backbone and make the decisions they as individuals would make, not decisions that the membership wants them to make. Why? Because it's the Directors who are accountable in the end, not the membership.

I know of a certain Surfside, Florida condo Board that did not have backbone, and it appears it led to a disaster.

Here's an example of a Board with amazing leadership when it had to impose a special assessment amounting to around $100,000 per unit: https://www.sarasotamagazine.com/home-and-real-estate/an-unlikely-heroine-steps-in-to-save-crumbling-dolphin-tower


AugustinD


Posts:1675


07/08/2021 12:18 PM  
Nor is some kind of vote to rescind necessary. If needed, have the HOA attorney explain to the Board that the membership vote on the SA was invalid, period. Have the Board relay this to the membership.

Ask all to follow the governing documents and state statutes for non-profit corporations, especially the sections that address SAs.
MelodyM2
(Colorado)

Posts:12


07/08/2021 12:19 PM  
Actually, part of the problem we had was that, with 4 board members, 2 for and 2 against any type of assessment addition, it could not pass the board. That's why we were glad to let the membership take the lead with it.

Even though the motion passed with 55% of the total membership, and the agenda stated that we would be discussing how to pay for the road maintenance, you don't believe the motion and subsequent vote would pass muster?
MelodyM2
(Colorado)

Posts:12


07/08/2021 12:21 PM  
Augustin, in Colorado, there is no specific protocol for the requirements of bringing up a special assessment. It refers you to your HOA-specific documentation, except for certain situations (which we do not meet). Our documentation has nothing about bringing about a Special Assessment.
MelodyM2
(Colorado)

Posts:12


07/08/2021 12:30 PM  
One other point - we do not have an attorney. Our Association brings in exactly $15,300 each year. Period. The assessments were frozen in the Covenants at $300, when that document was written in 1997. Meanwhile, the county will not handle road maintenance for us - that's our responsbility. We're skating by every year, what with re-gravelling roads, paying for snow plowing during the winter - all for about 15 miles of gravelled roads. So, extras like attorney costs are not something we can even consider putting out.
AugustinD


Posts:1675


07/08/2021 12:42 PM  
Posted By MelodyM2 on 07/08/2021 12:19 PM
Actually, part of the problem we had was that, with 4 board members, 2 for and 2 against any type of assessment addition, it could not pass the board. That's why we were glad to let the membership take the lead with it.
In my opinion: Your board is making up stuff as it goes along, all to avoid the responsibility that the law assigns to the Board and the Board alone.

Was your HOA created after July 1, 1992? If so, then from the Colorado Common Interest Ownership Statute:

38-33.3-303. Executive board members and officers.
(1) (a) Except as provided in the declaration, the bylaws, or subsection (3) of this
section or any other provisions of this article, the executive board may act
in all instances on behalf of the association.

From the Colorado Nonprofit Corporation Act:
"(2) Subject to any provision stated in the articles of incorporation, all corporate powers
shall be exercised by or under the authority of, and the business and affairs of the
nonprofit corporation managed under the direction of, the board of directors or such
other persons as the articles of incorporation provide shall have the authority and perform
the duties of a board of directors. To the extent the articles of incorporation provide that
other persons shall have the authority and perform the duties of the board of directors, the
directors shall be relieved to that extent from such authority and duties."


Even though the motion passed with 55% of the total membership, and the agenda stated that we would be discussing how to pay for the road maintenance, you don't believe the motion and subsequent vote would pass muster?
As I wrote above, in my opinion, for an issue this important, notice must be perfect. Notice (for the vote) was far from perfect.

I think your Board all really need to bring on a HOA attorney to answer questions and help get you all on a better path. Because right now, you all are guessing instead of trying to find out what the law requires you to do.


https://altitude.law/wp-content/uploads/2020/07/CCIOA-2020-07072322xA12BD.pdf

https://altitude.law/wp-content/uploads/2020/11/07307998.pdf
AugustinD


Posts:1675


07/08/2021 12:43 PM  
Posted By MelodyM2 on 07/08/2021 12:21 PM
Augustin, in Colorado, there is no specific protocol for the requirements of bringing up a special assessment. It refers you to your HOA-specific documentation, except for certain situations (which we do not meet). Our documentation has nothing about bringing about a Special Assessment.
Then you go to the two statutes that speak of the board having powers to do (yada yada).
AugustinD


Posts:1675


07/08/2021 12:48 PM  
Posted By MelodyM2 on 07/08/2021 12:30 PM
One other point - we do not have an attorney. Our Association brings in exactly $15,300 each year. Period. The assessments were frozen in the Covenants at $300, when that document was written in 1997. Meanwhile, the county will not handle road maintenance for us - that's our responsbility. We're skating by every year, what with re-gravelling roads, paying for snow plowing during the winter - all for about 15 miles of gravelled roads. So, extras like attorney costs are not something we can even consider putting out.
Wrong; bad excuse; didn't do your homework.

The Board has a duty to ensure the well-being of the HOA corporation. If it needs an attorney (and it does, afaic), and right now, there's no money to pay an attorney, then it needs to raise the assessments.

If you all do not like this, sure, fly by the seats of your pants. But there will be no logic to what your board does, and this forum can only assist you all in making up more rules, with zero legal basis, like a group of fifth grade boys creates a club with "bylaws," kangaroo courts et cetera, and zero force of law.
AugustinD


Posts:1675


07/08/2021 12:57 PM  
Posted By MelodyM2 on 07/08/2021 11:33 AM
It was noted to the membership attending that, while our Covenants and ByLaws do not put any restrictions on Special Assessments, meaning they could be created by a board vote alone, the Board was not comfortable doing so.
Aren't they the special ones, thinking that they should let general rules of democracies control; let the people be heard; and so on?

The problem is, your HOA is a corporation. Under the law, it is not a democracy.

Members absolutely do have recourse to deal with boards they do not like. Recalls are possible. Voting in new directors every year is possible. So the structure of your HOA is also not a Board-led dictatorship.

You directors just want to stay popular, right?

"If you don't have enemies, you don't have character." -- Paul Newman

My god, some 160 people are dead in Surfside Florida, because a certain Condo board did not want to disagree with the membership. Do you understand?


MelodyM2
(Colorado)

Posts:12


07/08/2021 1:21 PM  
I understand - trust me. I'm the one who has brought up for 3 years the fact that we need more money, and we need to put together a group to run a Covenants change through the membership, to see if we could get that super majority vote. I've been voted down on that time and time again. Last year I got yelled at for 10 minutes straight by the spouse of the board member who never comes, but is now griping about us calling for a spacial assessment. According to the spouse, there's no such thing as having had inflation in Colorado since 1997. Yeah, this is what I'm dealing with.

This year, since the Board won't vote for any extra money, and with us not having the funds necessary to do what we need to do, I at least brought up, at the Annual Meeting, us creating a committee to look into needed changes to the covenants, to include being able to raise the assessments. That led to the discussion, with, as I said before, a majority of the total membership voting to have not only the committee, but to immediately assess the special assessment.

What we've got now is that absent board member kicking back, and another board member, who voted for it at the meeting, waffling as "we don't want anyone upset". Two board members (myself and another) have voted to send out the special assessment.

So what I need to do is get the votes of the two new board members, and if they vote for the special assessment (which they did at the meeting), then we can say that the Board voted for that assessment, it's going out?

And yes - our Board does tend to just go with whatever. That's why I created a committee, and why we'll be going through our documents paragraph by paragraph to set standards for things that should have been set - again, protecting both the membership and the association. One of the main things I hope to do is set it so that the board can raise the assessment (to a max of 10% over a 5-year period), but in exchange, Special Assessments get locked to where you must have a super majority (66%) vote on it to pass it. And believe me - there's lots of other stuff to protect. Currently, our ByLaws can be changed by just a board vote to, well - change the ByLaws. Only the Covenants are protected. I'm hoping we come thru the committee with a suggestion that ByLaws must be changed by a majority vote of the membership who attends the meeting to do so. We've had board members in the past who changed them to benefit themselves - not good!

I am totally with you on trying to prevent a fiasco - and yes, Surfside is the perfect example. While we don't have the towering structure, we have roads with hairpin turns and potential downhill slides that need to be taken care of - and a fight gong on from half the board who thinks the roads are "fine - we don't need more money."

Grrrrrrrrrrrrr
AugustinD


Posts:1675


07/08/2021 1:30 PM  
MelodyM2, thank you for your patience and your explanation. I hope you will forgive my snippiness. Surfside along with past experience is on my mind a lot.

Your efforts to whip this board into shape impress. I know it is hard.

I tend to think an estimate of the cost to repair the road is the right starting point. I am assuming maintenance of the road is actually the responsibility of the HOA, per the plats or covenants, and not say the county's responsibility. Then compute the cost of the SA. Then have the Board vote on the SA.

A full-blown reserve study might be appropriate, depending on what other common areas are supposed to be maintained by the HOA.

Do check back. I am sure other of the long-time posters here will have good input that might help you whip these guys into shape.

Good luck.
MelodyM2
(Colorado)

Posts:12


07/08/2021 1:32 PM  
Thank you, Augustin. I'll make phone calls tonight to the two new board members who haven't answered. If they'll come back with "send it out," then we have a board vote to assess it. We've got to get the roads done - we have a couple (where no one lives), that have become nearly impassable. Not good at all.

Thanks!
AugustinD


Posts:1675


07/08/2021 1:42 PM  
Posted By MelodyM2 on 07/08/2021 1:32 PM
We've got to get the roads done - we have a couple (where no one lives), that have become nearly impassable. Not good at all.
Attaway. Now I see you are thinking the way I think. Safety of life and property first. Minimize liability risks in general. Be careful with money but do not be cheap.

You are welcome.
CathyA3
(Ohio)

Posts:2466


07/08/2021 2:06 PM  
I don't want to come down too hard on Melody because it's clear they're trying to do things right. And the comment about cell phone signals being a sign of miracles to come gets a Like from me. :-)

But Augustin is right that logic and effort and good intentions won't always get you where you need to be. (If you can find online resources that provide training for board members, it would be worth your time to go through them. The best thing we received from our attorneys was training and unlimited free 15-minute phone calls in exchange for a relatively modest retainer - that retainer paid for itself in trouble avoided.)

I don't know that the annual meeting vote needs to be rescinded since it wasn't valid to start with (possible issue with the meeting notice) and it's not legally binding even if the vote had been properly noticed. This should be noted in the meeting minutes, though.

Even so, it's good that many homeowners seem to understand the need for a special assessment when your CC&Rs cap your assessments at $300. So you probably won't have problems with pushback - I guess that dealing with bad roads during Colorado winters helps clarify things.

The bad news is that the board will still have to approve the special assessment since that's their responsibility, and if you have some directors dragging their feet, that could be an issue. The real fix, as you noted, is to amend the CC&Rs - but that's a legal process and will need to involve a lawyer (hereabouts an amendment costs about $1000 start to finish). You can't DIY this process since the amendment needs to be written in legalese, to comply with state statutes, and to be consistent with the rest of the CC&Rs - otherwise you set yourself up for legal challenges in the future.
JohnC46
(South Carolina)

Posts:11514


07/08/2021 2:39 PM  
Hypothetical:

1. Covenants say A.
2. Proper vote held to replace A with B.
3. People begin to change minds on B.
4. Proper vote held to replace B with C or original A.

No need to disallow/disqualify B as C does that.

Not that complex.


MelodyM2
(Colorado)

Posts:12


07/08/2021 3:36 PM  
Posted By JohnC46 on 07/08/2021 2:39 PM
Hypothetical:

1. Covenants say A.
2. Proper vote held to replace A with B.
3. People begin to change minds on B.
4. Proper vote held to replace B with C or original A.

No need to disallow/disqualify B as C does that.

Not that complex.






Except that covenants don't say squat. There is not one work anywhere in the Covenants or ByLaws about how to handle creating a Special Assessment. In the past, the issue has been brought up by the BOD (but never passed). This time, it was brought up by members at the Annual, and they wanted to vote on it, as there was more than a 50% membership present. I personally saw it as the same as any issue that was brought up and voted on an an Annual Meeting (last year we voted to change the ByLaws. The year before that we voted to change security into the ranch). But, it appears that my "seeing it" was incorrect.

At this point, without mentioning to any of the other board members what I've found today, I'm going to do teh frustrated, "fine - let's vote for it here and now with the BOD", and hope that all those who voted at the meeting keep with their vote from then (all voted for it, although the board member who didn't come has said they will not allow it, while one board member is waffling so that no one gets mad).

Hoping that we can get a Board vote to create the Special Assessment. The minutes will still show that a majority of the membership voted for it, while the Board minutes will show that, following that membership show of support, the Board voted to charge the Special Assessment.

For anyone who lives where BlueGreen Corp of the Rockies was the developer (1990s), GOOD LUCK with dealing with your Association legal documents!
MelodyM2
(Colorado)

Posts:12


07/09/2021 10:52 AM  
OK, after our discussion yesterday, I put out an email to the BoD, stating that we could quit arguing over the Membership vote by putting the vote to the BoD, which is how it should have been in the first place (it's amazing how I'll push when I know that the measure can finally actually pass).

As of this morning, out of a board of 6, we've got 4 yay's (charge the Special Assessment), 1 nay (we don't need to do the roads - they're fine!), and 1 still saying we should rescind the vote of the Annual Meeting and send out a new vote to the entire membership. I've tried to tell him that's not the motion on the table, and he says he'll go with whatever the board decides. BTW - this is our President.

So, the motion has passed. I'll give him another day to put in an actual vote before I publish the decision.

Whew! Our budget was about $2.5K short of meeting even regular annual maintenance, and we can now only meet that, but have an extra $5K to bring 3 roads (which includes one nearly impassible) up to driveable again!

Thank all of you for your help!

And now, to get the covenants and bylaws update suggestions from our committee...
AugustinD


Posts:1675


07/09/2021 11:25 AM  
Posted By MelodyM2 on 07/09/2021 10:52 AM
[One Director is] still saying we should rescind the vote of the Annual Meeting and send out a new vote to the entire membership.
A compromise, in the vein of what I think others may have suggested:
The Board can agree to use the non-valid, non-binding membership vote from the annual meeting as an "advisory vote, with no legal force. The non-valid, non-binding vote is appreciated input from members who attended the meeting. The 'vote' does not represent the views of all members or even a majority of members." Discuss this at the next Board meeting, and put this in the Minutes. This might ease the conscience of this one director, at least a bit.



And now, to get the covenants and bylaws update suggestions from our committee...
I strongly advise getting rid of the committee and turning over this project to a qualified HOA attorney.

If a Board majority will not agree to hiring an attorney, then I recommend this Committee review the Colorado Common Interest Ownership Act. It has specific requirements for a HOA's Bylaws. If your HOA was built after July 1, 1992, the Act applies. The Act may also apply when a HOA is amending its covenants. Lastly, even if your HOA was built before the latter date in 1992, it makes good sense to have in the Bylaws what the statute states.

After the Committee finds itself in over its head because of all the legal-ese, then re-lobby for paying an attorney to draft the new Bylaws.

I generally oppose decision-making by committee anyway. First, they do not know the law. They'll end up making suggestions based on what feels good and compromise without a legal basis. Second is because the Board has the final say-so, and committee members who are overridden get frustrated.

MelodyM2
(Colorado)

Posts:12


07/09/2021 11:35 AM  
Our committee is going to go over what we want changed, but hold off on trying to pretend we know the legalese.

One of our Board members is also on the HOA for his residential neighborhood (which is much larger). He's talked to their attorney (more money than us!), who has agreed he'll look over what we have, and tell us what won't fly, and pull out examples of the language that needs to go in to cover what we're putting in.

Thanks!
AugustinD


Posts:1675


07/09/2021 11:40 AM  
Sounds terrific and like you all are in fact way on top of this, doing exactly what best practices require. I do not think you personally (meaning MelodyM2) even need this forum's ideas and suggestions. Though what I call "reality checks" are something for which even I will start a new thread from time to time. It's easy to lose perspective, and many of the long-timer posters here can give it.

You are welcome.
KerryL1
(California)

Posts:8599


07/09/2021 11:42 AM  
Appreciate your hard work and good thinking, Melody. I'm only wondering if this board decision that seems to have been made is OK in CO? In other words, are you saying your Board doesn't have to have a noticed board meeting to make decisions? I bring this up because your decision might seem a little sneaky to owners s it occurred behind closed doors. And it's a big decision.
AugustinD


Posts:1675


07/09/2021 11:50 AM  
KerryL1 makes an excellent point, of course. The Board could do an "action without a meeting," as long as the Board meets the requirements of the Colorado Nonprofit Corporation Act. See the latter at 7-128-202 of https://altitude.law/wp-content/uploads/2020/11/07307998.pdf . But for full transparency and 'best practices,' it's better to put this on the agenda of the next board meeting; send notice of the board meeting to membeers; have a question and comment period on the SA, where members can vent; and then motion, discuss (explaining the reasons for the SA and how the Board came to the dollar figure for the SA) and vote on the SA. Very formal. Very detailed. As transparent as possible.
MelodyM2
(Colorado)

Posts:12


07/09/2021 11:58 AM  
Actually, according to our ByLaws, board meetings do not have to be either published or scheduled, so long as at least a majority of the board is involved. Yes, our ByLaws at work.

And, since the Covid outbreak, we've actually done away with Board meetings, instead working with strictly email and phone calls. I do make note of that each time I send out minutes (which is when we've done some type of decision).

Again, very loose is how our association works. That's one of the main reasons I want to get it cleaned up - for now, we've got an honest group of folks running it. But, if we ever get a nutjob at the top, then no telling what they can try to pull.

In the minutes which outline the Board decision, we will be sure to put in there that the Board voted on this issue following a vote by the membership, which showed a majority of the membership was in favor of such a decision.

Are we going to have folks getting ticked? Yes, yes we are. But considering that most of the folks are wanting the roads fixed, they're going to be the ones that support this 100%. And the ticked ones? They're the folks who bought property, and probably aren't even sure how to get there.
AugustinD


Posts:1675


07/09/2021 12:23 PM  
Posted By MelodyM2 on 07/09/2021 11:58 AM
Actually, according to our ByLaws, board meetings do not have to be either published or scheduled, so long as at least a majority of the board is involved. Yes, our ByLaws at work.
Are you sure? Are you positive? Because I am pretty sure your HOA is incorporated. And I am pretty sure the Colorado Nonprofit Corporation Act applies. The Act has some interesting things to say about board meetings where the membership consists of "residential members." Like:

Colorado Nonprofit Corporation Act
7-128-203. Notice of meeting - rights of residential members
Section 7-128-203 (3) (a) (I) (A)
"... notwithstanding any provision of the articles of incorporation or bylaws to the contrary, the following rules and procedures apply to meetings of the board of directors of a residential nonprofit corporation or any committee of the board:

All regular and special meetings of the residential nonprofit corporation's
board of directors or executive committee, or any committee of the board that is
authorized to take final action on the board’s behalf, must be open to attendance by all
residential members or their representatives. The board shall make agendas for meetings
of the board, and agendas for meetings of committees of the board that are authorized to
take final action on the board’s behalf, reasonably available for examination in advance by
all residential members or their representatives. If there is no formal agenda, residential
members or their representatives are nonetheless entitled to a general description of the
purpose of the meeting and the subject matter that will be discussed."


Want to learn more? Start by reading every section of the act that speaks about "residential members."

This is like shooting fish in a barrel.

Seriously, I know MelodyM2 is doing her best with a bunch of not-very-sharp folks.
MelodyM2
(Colorado)

Posts:12


07/09/2021 1:41 PM  
You should have seen this board a few years ago, when we had a bunch that had been here "forever", and were doing what they pleased. I got the books with very few receipts, no reconciliations done in years, and with one of the board members as our main [paid] contractor for some services. Yeah, believe me - what you're hearing now is actually the board doing better than in the past.

We'll get this all written up correctly this time around. I think the membership is tired of the slip-shod roads, and wondering why things aren't getting done. I'm hoping that the special assessment will get folks to realize they need to be part of the decision in changing our Covenants, in which I hope to have everyone approve the ability of the assessments to go up (within reason), but in exchange, we'll kick it so that Special Assessments can't be charged without a membership approval.

And there are lots of other things to be put in. Our ByLaws allow the BoD to change those ByLaws at any time - and for years those changes went up and down and all over. We need to put Board meetings back in (they're currently just showing "as the board chooses to meet", and allow BoD meetings with no notice).

This is not going to be short, and it's not going to be easy. My best hope is that, with talking to members (as both Secretary and Treasurer, I have the most communication with folks) - anyway, with talking to members we can discuss what's going on, and get them ready for the changes that they'll need to vote on for our Association to clean things up.
MelodyM2
(Colorado)

Posts:12


07/09/2021 1:45 PM  
PS - did I mention that the books were several hundred $$$ off, and the board member being paid for contracting services was the Treasurer?

Yeah, that will bring up a few more protective changes we want to put in our ByLaws. One of the first things I did as Treasurer, after I pre-audited the books and turned them over for a full audit, was to have the new Board create a Finance Committee, of which our Treasurer is NOT a part, whose job it is to make sure that the books are kept transparent (including monthly reconciliations, quarterly budget-to-date reports, etc.). And if I have an reimbursements due to me (postage, things like that), then those receipts are turned into the Finance Committee for approval before I can get such reimbursements.

We are cleaning up - I promise.
AugustinD


Posts:1675


07/09/2021 3:05 PM  
Posted By MelodyM2 on 07/09/2021 1:45 PM
One of the first things I did as Treasurer, after I pre-audited the books and turned them over for a full audit,
[selective snippage]
We are cleaning up - I promise.
Well shucks, now I have to set aside my bullying and snark and speak Aug's Truth to power:

MelodyM2, I think getting a full audit of the books done is a huge accomplishment. I am not only talking about getting the audit itself completed and by a professional. I am talking about persuading the Board to have one done. Wow. Excellent work, neighbor.
Please login to post a reply (click Member Login on the menu).
Forums > Homeowner Association > HOA Discussions > Rescinding Annual Meeting Vote



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