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Subject: HOA Board Changes Special Meeting Petition Agenda
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Author Messages
WendyG1
(North Carolina)

Posts:23


08/25/2021 7:57 PM  
The HOA Board in my community took out a $250,000 loan without informing owners ahead of time and did a bunch of repairs. It was clear several Board members' own units needed repairs at the time. 1/3 of the loan went to roof replacement for every unit (fine), but the Board never explained how 2/3 of the funds (about $150,000) was spent on "Exterior Repairs" and what specifically was done to each unit. There are about 45 units in the community. Individual owners already asked the Board to show the receipts and financial records but the Board blocked owner access to information (asking owners to pay a fee $95 to produce the financial records from 2 years ago). The Board's obvious opaque and obstructive behaviors are infuriating. One can be sympathetic to their desire to repair their own units, but it's not okay to hide financial records from fellow owners.

A dozen owners put together a petition letter and requested a "special meeting" with a clear meeting agenda. It specifically asked the Board to explain how the $152,000 was spent and share the receipts with owners for the $150,000 repairs. Lo and behold, the Board sent out a "meeting notice" today to every owner with its own meeting agenda to discuss HOA financial reserves and HOA fees, without a single word about owners' request for financial transparency and how $150,000 was spent. Is this - disregarding owners' special meeting agenda and replacing it with their own - legal? What would you do in this situation?

BTW, we are in NC. Many thanks in advance!


LaskaS
(Texas)

Posts:527


08/26/2021 2:54 AM  
you and every owner have a legal right to access the records and receipts of the association which shows how the common funds were spent...
augstine is really good at telling you exactly what and how to ask.

With regards to your question about the special meeting.

technically, it was the owners who submitted the petition to the board which called for a special meeting for the specific issues outlined on the petition. I'm pretty sure the board can not legally disregard the original stipulated reason for the special meeting.
LaskaS
(Texas)

Posts:527


08/26/2021 3:02 AM  
your bylaws will have the explanation of what records are available and how to request them. If the board is being less than transparent. You need to make sure and follow the exact letter of the law when you make the request.
WendyG1
(North Carolina)

Posts:23


08/26/2021 4:57 AM  
Posted By LaskaS on 08/26/2021 3:02 AM
your bylaws will have the explanation of what records are available and how to request them. If the board is being less than transparent. You need to make sure and follow the exact letter of the law when you make the request.




We did follow the bylaws to a tee. The HOA Board hired a lawyer who referred to NC Non-Profit Organization Law that allows the Board to charge a “reasonable fee” for reproducing the records. The financial records belong to the entire community and the Board is literally spending money on expensive lawyers to hide it from us.
WendyG1
(North Carolina)

Posts:23


08/26/2021 5:06 AM  
Posted By LaskaS on 08/26/2021 2:54 AM
you and every owner have a legal right to access the records and receipts of the association which shows how the common funds were spent...
augstine is really good at telling you exactly what and how to ask.

With regards to your question about the special meeting.

technically, it was the owners who submitted the petition to the board which called for a special meeting for the specific issues outlined on the petition. I'm pretty sure the board can not legally disregard the original stipulated reason for the special meeting.




We thought so too. The Board is hiring an expensive lawyer to be obstructive. For instance, citing NC Non-Profit Law clause that allows the Board to charge a fee for reproducing the financial records (the receipts) that they already have and don’t want to share. The property manager knows he is going to lose the account and is trying everything to keep his job and obstructing owners.

Both our bylaws and NC laws regarding special meetings say very little about how special meetings are to be organized and how special meeting notices should be constructed. We also thought the meeting notice should follow the agenda set by the owners who called for the meeting, not by the Board that basically replaced owners’ agenda with their own and now requires owners to submit questions by a deadline and otherwise will not consider those questions. Can you believe it? They do have the lawyer working for them, using all our money to stop us getting our financial records. What a nightmare!
CathyA3
(Ohio)

Posts:2466


08/26/2021 5:53 AM  
It's true that most states allow HOAs and COAs to charge a "reasonable fee" to produce records. If they aren't stored online, the HOA has to pay someone to dig through paper records and find the ones that were requested. This can take a lot of time if records aren't stored in easily accessible formats (ie, the old "stick it in a box and put the box in a closet" method), and the HOA has to pay for that time. They also have to either pay someone to be available if homeowners want to inspect records in person, or they have to pay for copying and transmitting the records to the requesters.

None of this stuff is free - it's a normal business expense, and the HOA is a business.

This says nothing about whether or not this particular HOA is being obstructive, and I have no opinion on that.

I will note that many homeowners without much experience with HOAs get upset about normal business practices. One of these practices is having a lawyer who represents the HOA, which is likely a corporation (most HOAs are). Homeowners have to pay that attorney - it's a normal cost of doing business. The consequence of that is when a homeowner gets into an adversarial position with the HOA, that homeowner will be paying for the attorney to act against their personal interests. This exact same scenario will play out in any HOA, no matter how transparent or secretive the board is.
WendyG1
(North Carolina)

Posts:23


08/26/2021 6:13 AM  
Posted By CathyA3 on 08/26/2021 5:53 AM
It's true that most states allow HOAs and COAs to charge a "reasonable fee" to produce records. If they aren't stored online, the HOA has to pay someone to dig through paper records and find the ones that were requested. This can take a lot of time if records aren't stored in easily accessible formats (ie, the old "stick it in a box and put the box in a closet" method), and the HOA has to pay for that time. They also have to either pay someone to be available if homeowners want to inspect records in person, or they have to pay for copying and transmitting the records to the requesters.

None of this stuff is free - it's a normal business expense, and the HOA is a business.

This says nothing about whether or not this particular HOA is being obstructive, and I have no opinion on that.

I will note that many homeowners without much experience with HOAs get upset about normal business practices. One of these practices is having a lawyer who represents the HOA, which is likely a corporation (most HOAs are). Homeowners have to pay that attorney - it's a normal cost of doing business. The consequence of that is when a homeowner gets into an adversarial position with the HOA, that homeowner will be paying for the attorney to act against their personal interests. This exact same scenario will play out in any HOA, no matter how transparent or secretive the board is.




We understand the HOA is a business. But it also consists of owners who expect their HOA Board to behave in a transparent manner. How often do we see a Board of a small community of 45 units take out $250,000 loan without informing fellow owners ahead of time and block owner access to the most expensive receipt in our community’s history am still expects fellow owners to trust them to run our community? The Board clearly had to intention to ever show the receipt with the community. In fact, in the meeting minutes that discussed the repairs, the minutes intentionally left off the units numbers that needed significant repairs. If asking for community financial information is “adversarial”, we are not sure what rights owners really have. We actually had to put together a petition for the Board to show us the receipts. Our Board actually disregarded the owners’ meeting agenda and sent out a meeting notice with an agenda of their own without any mentioning of our request to discuss the repair details and funding for it. Is this legal?



CathyA3
(Ohio)

Posts:2466


08/26/2021 7:22 AM  
Posted By WendyG1 on 08/26/2021 6:13 AM
Posted By CathyA3 on 08/26/2021 5:53 AM
It's true that most states allow HOAs and COAs to charge a "reasonable fee" to produce records. If they aren't stored online, the HOA has to pay someone to dig through paper records and find the ones that were requested. This can take a lot of time if records aren't stored in easily accessible formats (ie, the old "stick it in a box and put the box in a closet" method), and the HOA has to pay for that time. They also have to either pay someone to be available if homeowners want to inspect records in person, or they have to pay for copying and transmitting the records to the requesters.

None of this stuff is free - it's a normal business expense, and the HOA is a business.

This says nothing about whether or not this particular HOA is being obstructive, and I have no opinion on that.

I will note that many homeowners without much experience with HOAs get upset about normal business practices. One of these practices is having a lawyer who represents the HOA, which is likely a corporation (most HOAs are). Homeowners have to pay that attorney - it's a normal cost of doing business. The consequence of that is when a homeowner gets into an adversarial position with the HOA, that homeowner will be paying for the attorney to act against their personal interests. This exact same scenario will play out in any HOA, no matter how transparent or secretive the board is.




We understand the HOA is a business. But it also consists of owners who expect their HOA Board to behave in a transparent manner. How often do we see a Board of a small community of 45 units take out $250,000 loan without informing fellow owners ahead of time and block owner access to the most expensive receipt in our community’s history am still expects fellow owners to trust them to run our community? The Board clearly had to intention to ever show the receipt with the community. In fact, in the meeting minutes that discussed the repairs, the minutes intentionally left off the units numbers that needed significant repairs. If asking for community financial information is “adversarial”, we are not sure what rights owners really have. We actually had to put together a petition for the Board to show us the receipts. Our Board actually disregarded the owners’ meeting agenda and sent out a meeting notice with an agenda of their own without any mentioning of our request to discuss the repair details and funding for it. Is this legal?






It may depend on your state's laws on whether or not taking out a loan without homeowner approval is legal or what the dollar limits are.

Whether or not the board *should* do something like this is a different question, and I'd have an issue with it as well. (And if your state or your bylaws have requirements for notices and agendas, then no, the board can't change them.)

But my issue with the loan is financial more than legal. Loans raise the cost of everything and should be avoided unless there is an emergency. I also think that loans are often a sign of financial mismanagement, although not always (emergencies again). You often see loans when communities have not funded their reserves properly, and this can happen through ignorance or through pushback from homeowners who want fees kept as low as possible.

If some of the loan was used to pay for roof replacement, then I say this is likely financial mismanagement/underfunded reserves.

If you're in a community that requires homeowner approval for special assessments or assessment increases over a certain amount, then this is the fault of homeowners who insist on keeping assessments artificially low. I refer to these requirements as a license to commit financial suicide - you can't kick the can down the road indefinitely (as the Surfside condo collapse demonstrated vividly).
PatJ1
(North Carolina)

Posts:249


08/26/2021 8:48 AM  
Wendy,

We are in NC and few years ago when discussing options with our attorney they stated that a board vote is only required to secure a loan. If community property is used as collateral, then the membership must vote on securing the loan.

Board members are volunteers. Many have no idea what they're doing. Educate them. Don't beat them up.
AugustinD


Posts:1675


08/26/2021 9:36 AM  
WendyG1,

-- The only thing that matters here is exactly what the governing documents and NC statutes say about records inspections and meetings of the members.

-- Does the meeting notice state whether the meeting is a board meeting? Or does the notice state this is a meeting of the owners?

-- You need to quote verbatim here what your Bylaws say about (1) records requests and (2) special meetings.

-- You need to state here exactly what was requested in the records request.

-- You need to state here exactly what was in the petition (for a special meeting of the members) letter.

-- If you do not do these things, then IMO readers here are left guessing and wasting a lot of time. If you do do these things, then I think the input you will get will be more useful.

-- I would not judge this board's behavior based solely on the information you have presented so far.

-- I am not sure $95 is inappropriate. It just depends.

-- Competent HOA attorneys whom you might consult will say that the quickest way to correct what one thinks is wrong is to get elected to the board with a like-minded majority.
AugustinD


Posts:1675


08/26/2021 10:01 AM  
WendyG1,

-- Is this a condominium?

-- What year was it established?

-- If this is a condo established after Oct 1, 1986, then the following is applicable from NC's Condo Act:
Special meetings of the association may be called by the president, a majority of the executive board, or by unit owners having twenty percent (20%) or any lower percentage specified in the bylaws of the votes in the association. Not less than 10 nor more than 60 days in advance of any meeting, the secretary or other officer specified in the bylaws shall cause notice to be hand-delivered or sent prepaid by United States mail to the mailing address of each unit or to any other mailing address designated in writing by the unit owner, or sent
by electronic means, including by electronic mail over the Internet, to an electronic mailing address designated in writing by the unit owner. The notice of any meeting must state the time and place of the meeting and the items on the agenda, including the general nature of any proposed amendment to the declaration or bylaws, any budget changes, and any proposal to remove a director or officer.



The association shall keep financial records sufficiently detailed to enable the association to comply with this chapter. All financial and other records, including records of meetings of the association and executive board, shall be made reasonably available for examination by any unit owner and the unit owner's authorized agents as required by the bylaws and by Chapter 55A of the General Statutes if the association is a nonprofit corporation. If the bylaws do not specify particular records to be maintained, the association shall keep accurate records of all cash receipts and expenditures and all assets and liabilities. In addition to any specific information that is required by the bylaws to be assembled and reported to the unit owners at specified times, the association shall make an annual income and expense statement and balance sheet available to all unit owners at no charge and within 75 days after the close of the fiscal year to which the information relates. Notwithstanding the bylaws, a more extensive compilation, review, or audit of the association's books and records for the current or immediately preceding fiscal year may be required by a vote of the majority of the executive board or by the affirmative vote of a majority of the unit owners present and voting in person or by proxy at any annual meeting or any special meeting duly called for that purpose.


-- The North Carolina Nonprofit Corporation Act states in part:
(a) A corporation with members shall hold a special meeting of members:
(1) On call of its board of directors or the person or persons authorized to do so by
the articles of incorporation or bylaws; or
(2) Within 30 days after the holders of at least ten percent (10%) of all the votes
entitled to be cast on any issue proposed to be considered at the proposed special
meeting sign, date, and deliver to the corporation's secretary one or more written
demands for the meeting describing the purpose or purposes for which it is to
be held.


MiaR1
(Illinois)

Posts:31


08/26/2021 10:14 AM  
WendyG1, I “hear” your pain! I’ve been and going through something similar within our Association. The difference is you might have some supporting unit owners, ours is full of sheeps that get herd in any direction people on our board want to herd them. Sorry to sound disrespectful with my statement but it is what it is maybe because of fear of speaking up, fear of offending, fear of backlash, lack of understanding, or pure lack of care.

Other experts here have already guided you in the proper direction, so, I’ll say that in general, at least in Illinois and per our CC&R, if owners call for the special meeting with specific agenda, board must oblige as-is, hence, no changing of meeting agenda in any way. In my case they changed the meeting agenda, wouldn’t put up notices for the meeting(after informing them that if they won’t put up notices, I would. Then waited a few days for reply, got nothing, so I put up the notices which they removed from everywhere except from the floor where I reside). On meeting day, two board members actively started verbally attacking me and wouldn’t stick to the meeting agenda. I stayed calm, but, Secretary used the uprise as an excuse to shut the meeting and special meeting never saw the light of day ever.

Our Association hasn’t taken out any loans but have suffered from huge embezzlement problems deteriorating the condition of our building, hence, affecting our property values. My condo unit has sustained so much damage and I and my family are living with mold in our walls due to deteriorating outer structure. I am stuck in this condo “ fighting” to make things right but getting ignored along the way.

What I appreciate about this forum is that experts give sound advice according to what condo laws say, to anyone seeking help. I’ve been helped here a lot in the past. And because I am struggling I’ve been finding solace in reading up about problems and advice for others problems. When I saw your message, I felt hat sharing my story may give you some comfort that you are not alone that this is happening to. Unfortunately, it’s growing sadder state of operation in many associations. Lucky ones are those who live in associations managed by well meaning and ethical people on the Board.

What I hope that this forum and its experts would understand is that there is something else always dismissed on this forum, which is human nature of greed, power, control, self serving nature thats at play at times in some of these situations, especially when it’s OPM(other people money). Advices, I notice, don’t take into account these sad part of human nature. So while experts share how things should be according to the law, fighting the negative forces of human nature is whole another thing which is where some of us help seekers don’t know what to do after getting the knowledge from our experts. Nothing that experts can do about fighting our battles with such forces, however, i hope our experts acknowledge that such things can be at play, when giving advice, rather than just give the Board members benefit of the doubt, would be helpful and comforting. Not all board members are bad. But, not all Board members are good either nor are they on the Board for the right reasons. Perhaps because I’ve been going through the negative effects of human nature after noticing repeat violations of my rights from our board, I am seeing things from such lens that it’s not always cut and dry where the Board should be given benefit of the doubt. There are times when they operate as an organized crime syndicate. Just my opinion.
WendyG1
(North Carolina)

Posts:23


08/26/2021 10:26 AM  
Posted By CathyA3 on 08/26/2021 7:22 AM
Posted By WendyG1 on 08/26/2021 6:13 AM
Posted By CathyA3 on 08/26/2021 5:53 AM
It's true that most states allow HOAs and COAs to charge a "reasonable fee" to produce records. If they aren't stored online, the HOA has to pay someone to dig through paper records and find the ones that were requested. This can take a lot of time if records aren't stored in easily accessible formats (ie, the old "stick it in a box and put the box in a closet" method), and the HOA has to pay for that time. They also have to either pay someone to be available if homeowners want to inspect records in person, or they have to pay for copying and transmitting the records to the requesters.

None of this stuff is free - it's a normal business expense, and the HOA is a business.

This says nothing about whether or not this particular HOA is being obstructive, and I have no opinion on that.

I will note that many homeowners without much experience with HOAs get upset about normal business practices. One of these practices is having a lawyer who represents the HOA, which is likely a corporation (most HOAs are). Homeowners have to pay that attorney - it's a normal cost of doing business. The consequence of that is when a homeowner gets into an adversarial position with the HOA, that homeowner will be paying for the attorney to act against their personal interests. This exact same scenario will play out in any HOA, no matter how transparent or secretive the board is.




We understand the HOA is a business. But it also consists of owners who expect their HOA Board to behave in a transparent manner. How often do we see a Board of a small community of 45 units take out $250,000 loan without informing fellow owners ahead of time and block owner access to the most expensive receipt in our community’s history am still expects fellow owners to trust them to run our community? The Board clearly had to intention to ever show the receipt with the community. In fact, in the meeting minutes that discussed the repairs, the minutes intentionally left off the units numbers that needed significant repairs. If asking for community financial information is “adversarial”, we are not sure what rights owners really have. We actually had to put together a petition for the Board to show us the receipts. Our Board actually disregarded the owners’ meeting agenda and sent out a meeting notice with an agenda of their own without any mentioning of our request to discuss the repair details and funding for it. Is this legal?






It may depend on your state's laws on whether or not taking out a loan without homeowner approval is legal or what the dollar limits are.

Whether or not the board *should* do something like this is a different question, and I'd have an issue with it as well. (And if your state or your bylaws have requirements for notices and agendas, then no, the board can't change them.)

But my issue with the loan is financial more than legal. Loans raise the cost of everything and should be avoided unless there is an emergency. I also think that loans are often a sign of financial mismanagement, although not always (emergencies again). You often see loans when communities have not funded their reserves properly, and this can happen through ignorance or through pushback from homeowners who want fees kept as low as possible.

If some of the loan was used to pay for roof replacement, then I say this is likely financial mismanagement/underfunded reserves.

If you're in a community that requires homeowner approval for special assessments or assessment increases over a certain amount, then this is the fault of homeowners who insist on keeping assessments artificially low. I refer to these requirements as a license to commit financial suicide - you can't kick the can down the road indefinitely (as the Surfside condo collapse demonstrated vividly).





Thanks.

- NC statues actually don't consider taking out a large-sum loan without informing owners illegal. Is ethical? No. No one wants to be part of such a community. There are also no limits to how much an HOA board can borrow. They can technically take out $1 million loan without telling anyone. Still not illegal.

- Our bylaws and NC statues (e.g. Condo law, Non-profit law) contain very little specifics about special meetings agendas. Sure there are some specifications about meeting time, place, notice etc. One of the contributors actually copied and pasted over the relevant passages (thanks!). There is, however, no specification about WHO sets the meeting agenda. Sure, owners would think owners SHOULD set the meeting agenda. Otherwise, what's the point of a special meeting? It'll be just another board meeting. But apparently, our Board thinks they can disregard the very specific agenda owners set (talking about how $235,000 were spent and going over receipts and repairs for the spending) and just came up with their own agenda (which is talking about reserves and why dues have to be increased). So that's our question. Is the Board's change of special meeting agenda illegal?

- Yes, we do have relatively low reserve issues and some Board members may deem necessary repairs to their units "emergency". That can all be discussed and dealt with openly through the community, not by taking out a $235,000 loan without telling anyone and till this day refusing to share receipts or details of repairs. If the community can accept this kind of Board behavior, what else can we not accept? We specified in our special meeting agenda to discuss our Board sharing all receipts. That's not in the new Board-dictated special meeting agenda...


WendyG1
(North Carolina)

Posts:23


08/26/2021 10:30 AM  
Posted By PatJ1 on 08/26/2021 8:48 AM
Wendy,

We are in NC and few years ago when discussing options with our attorney they stated that a board vote is only required to secure a loan. If community property is used as collateral, then the membership must vote on securing the loan.




Thank you.

Only members of the Board voted to secure a loan. Our community property was not used as a collateral. That's why it did not to the entire membership for a vote. The Board just went ahead and secured a $235,000 loan and did a bunch of repairs. But till this day, no one saw the receipt, no one knows what was (not) repaired. Only the Board has the knowledge and they are not willing to share it. That's why 1/4 of the unit owners put together a special meeting petition to gather details about the loan and the repairs. Then the Board tossed out our meeting agenda and came up with their own.
AugustinD


Posts:1675


08/26/2021 10:50 AM  
Posted By WendyG1 on 08/26/2021 10:26 AM

- NC statues actually don't consider taking out a large-sum loan without informing owners illegal. Is ethical? No. No one wants to be part of such a community. There are also no limits to how much an HOA board can borrow. They can technically take out $1 million loan without telling anyone. Still not illegal.
Three words: Champlain Towers South.

If a condo's reserves have not been maintained, undoubtedly due to spineless directors who cannot take the verbal pushback of owners, then I fully support a board being allowed to take out a loan without owners' approval.

Do you know what a reserve study is?

Do you know how to compute the "percent funded" figure for reserve funds?

If not, then in my opinion, I do not know why you think you are qualified to judge whether it was "right" or not for your COA board to arrange a loan.

- Our bylaws and NC statues (e.g. Condo law, Non-profit law) contain very little specifics about special meetings agendas.
Per chance did your group write on the petition exactly what the purpose of the meeting is? If so, then attend any Special Meeting of the owners that the Board arranges, and pointedly raise these issues. If the Board refuses to run a bona fide meeting of the members that address the issues stated on the petition, report back here.

You folks who sent out the petition set the agenda, at least in general terms. Stop thinking otherwise. Just go to the meeting as I describe above.


- Yes, we do have relatively low reserve issues and some Board members may deem necessary repairs to their units "emergency". That can all be discussed and dealt with openly through the community, not by taking out a $235,000 loan without telling anyone and till this day refusing to share receipts or details of repairs. If the community can accept this kind of Board behavior, what else can we not accept? We specified in our special meeting agenda to discuss our Board sharing all receipts. That's not in the new Board-dictated special meeting agenda...
This is not a fair description of what is happening.

Fact 1: Anyone at any time could have requested the records you wanted. Your group seems to have dragged its feet some on doing so.

Fact 2: This Board is offering the records review for $95.

If one wants to be seen as credible by the board, be fair to both sides' positions. Speak only of the law and the covenants, not your or others' 'expectations.' Your and others' expectations, not based in the covenants, statutes or possibly case law, have no legal value whatsoever.

Your written communications with the Board must be stripped of emotion; hyperbole; and frankly pointless judgment. Your written communications should cite strictly the covenants and statutes at this point. This puts your group in the best position legally as possible, should you all have to go to court to get whatever.

I agree with MiaR1's points about dealing with egos; boards well armed legally with a HOA attorney whom the Board directs, at the owners' expense; et cetera. I think this 'HOA Reapolitik' speak comes up a lot here. When I know the OP has made the proper requests and the Board is not complying, then I for one will get into 'HOA Realpolitik.' Which in a nutshell often amounts to deciding how much of one's life and one's money does want to give up to fighting a well-equipped corporate board of know-nothings with a hired gun at their disposal vs. simply moving.
WendyG1
(North Carolina)

Posts:23


08/26/2021 11:34 AM  
Posted By AugustinD on 08/26/2021 9:36 AM
WendyG1,

-- The only thing that matters here is exactly what the governing documents and NC statutes say about records inspections and meetings of the members.

-- Does the meeting notice state whether the meeting is a board meeting? Or does the notice state this is a meeting of the owners?

-- You need to quote verbatim here what your Bylaws say about (1) records requests and (2) special meetings.

-- You need to state here exactly what was requested in the records request.

-- You need to state here exactly what was in the petition (for a special meeting of the members) letter.

-- If you do not do these things, then IMO readers here are left guessing and wasting a lot of time. If you do do these things, then I think the input you will get will be more useful.

-- I would not judge this board's behavior based solely on the information you have presented so far.

-- I am not sure $95 is inappropriate. It just depends.

-- Competent HOA attorneys whom you might consult will say that the quickest way to correct what one thinks is wrong is to get elected to the board with a like-minded majority.





Thank you.


- Our Bylaws say this about records, verbatim: "Keeping detailed, accurate records of the receipts and expenditures of the Association, obtaining annual audits of the financial records of the Association from the Association's public accountant, furnishing the annual reports , and
furnishing current budgets. All books and records shall be kept in accordance with good and accepted accounting practices and the same shall be available for examination by all Owners or their duly authorized agents or attorneys at convenient hours on working days"


- This is what the Bylaws says about "Special Meeting" and "Meeting Notice", verbatim:

"Special Meetings : After the first Annual Meeting of the Members Special Meetings of the Members may be called at any time by the President by not less than twenty percent (20%) of all Owners or by not less than fifty-one percent (51%) of the Executive Board Members. Business to be acted upon at all Special Meetings shall be confined to the subjects stated in the notice of such meeting."

"Notice of Meetings: Written or printed notice stating the time and place of a Membership meeting including Annual Meetings and the items on the agenda including the general nature of any proposed amendment to the Declaration or these Bylaws, any budget changes, and any proposal to remove a director or Officer shall be delivered not less than ten (10) nor more than fifty (50) days before the date of any such Membership meeting either personally or by mail by or at the discretion of the President or the Secretary to the address of each Unit. Notice shall be deemed given upon deposit in the mail depository of each Unit. Notice given to any one tenant in common, tenant by entirety, or other joint Owner of a Unit shall be deemed notice to all joint Owners of the subject Unit. The notice of meetings shall specifically state the purpose or purposes for which the meeting is called."


- The meeting notice actually says it's a "Special Meeting". The notice says: "The Board of XYZ Association have scheduled the Special Meeting requested by some of the membership to occur on Tuesday, September 7, 2021. The meeting will be called to order at 6:00pm. Due to the current pandemic, the Special Meeting will be held using Zoom with the following options for joining the meeting..."

This is the agenda set by the Board in the Special Meeting Notice:

"Agenda
· Call to order
· Introduction of Board and Cedar Management
· Financial Review – Q & A
· Adjourn

This meeting will be focused on the review of the financial records per the owner’s request. We ask that you please submit your questions to be addressed during this meeting by Friday, September 3rd in order for them to be discussed. All questions can be submitted to [email protected] Please note any question not submitted prior to the meeting will need to be addressed at a different time."

Then the meeting notice contains a 3-page handout about the Association's "2021 Calendar Year Financial Overview" which includes 2021 Calendar Year (CY21) Budget Outlook, CY21 Association Dues, and the Board's reason for raising our dues.


- This is the ORIGINAL Special Meeting agenda that owners wanted to set:

"the agenda for this special meeting should be concerned with the following:

1. In accordance with our Bylaws (Section 5.13) and with reference to the $152,400, we ask that
the Board share all invoices and other documents regarding the expenditure of these funds to
identify what specific repairs were made to which individual units and to the community at large,
and how and why the funds were spent.

2. We request that Board minutes always identify unit numbers associated with expenses for
repairs or requests for action or other issues, unless such information is restricted by law, and for Board minutes to specifically identify all repairs and/or changes to community property.

3. We also request that the Board consider sharing all receipts of community expenses with all
owners via emails or via the association's private web pages."


***** So our question is given that actual Special Meeting Notice does not contain ANY of the specific agenda items owners specified in our petition, will our agenda items be dismissed? Will this become a Special Meeting about reserves and HOA dues? Should we request the Board to include the specific agenda items in the Special Meeting Notice? Technically, our Bylaws says issues not included in the meeting notice will be dismissed.


***** Agree with you that a more reliable way to turn around the community is to elect a new responsible board. The community does have a history of uninterested owners. Owners don't interact very much with each other. This is the first time, in the midst of a pandemic, 1/4 of owners actually agreed to pursued a special meeting. It took about half a year to convince this many owners to care about community finances. No one before had ever questioned the $235,000 loan or how specifically the $152,000 was spent on "Exterior Repairs". No one knew what was (not) repaired to their unit.

Individual owners requested to see financial records but were told a fee ($95) is needed to reproduce this receipt (this is the $152,000 "Exterior Repair" receipt mentioned in our minutes). This is literally the single largest and most important receipt in our community's history and the Board insists individual owners must pay $95 to see it instead of calming owners' trust issues by taking on the $95 as a community expense and making it available to the entire community. Instead, the Board spent hundreds of dollars on an expensive lawyer to throw obstacles into owners way. The Board is aware dozens of owners are aware of such individual owner requests and insisted on not sharing that receipt.

In the 3-page meeting notice, there is no copy of the receipt we requested. Instead, the community gets 3 pages of rationale about raising reserves and raising our dues. Does it seem normal to you? Thank you very much for taking the time to provide feedback and advice. Really appreciate it!



WendyG1
(North Carolina)

Posts:23


08/26/2021 11:38 AM  
Posted By AugustinD on 08/26/2021 10:01 AM
WendyG1,

-- Is this a condominium?

-- What year was it established?

-- If this is a condo established after Oct 1, 1986, then the following is applicable from NC's Condo Act:
Special meetings of the association may be called by the president, a majority of the executive board, or by unit owners having twenty percent (20%) or any lower percentage specified in the bylaws of the votes in the association. Not less than 10 nor more than 60 days in advance of any meeting, the secretary or other officer specified in the bylaws shall cause notice to be hand-delivered or sent prepaid by United States mail to the mailing address of each unit or to any other mailing address designated in writing by the unit owner, or sent
by electronic means, including by electronic mail over the Internet, to an electronic mailing address designated in writing by the unit owner. The notice of any meeting must state the time and place of the meeting and the items on the agenda, including the general nature of any proposed amendment to the declaration or bylaws, any budget changes, and any proposal to remove a director or officer.



The association shall keep financial records sufficiently detailed to enable the association to comply with this chapter. All financial and other records, including records of meetings of the association and executive board, shall be made reasonably available for examination by any unit owner and the unit owner's authorized agents as required by the bylaws and by Chapter 55A of the General Statutes if the association is a nonprofit corporation. If the bylaws do not specify particular records to be maintained, the association shall keep accurate records of all cash receipts and expenditures and all assets and liabilities. In addition to any specific information that is required by the bylaws to be assembled and reported to the unit owners at specified times, the association shall make an annual income and expense statement and balance sheet available to all unit owners at no charge and within 75 days after the close of the fiscal year to which the information relates. Notwithstanding the bylaws, a more extensive compilation, review, or audit of the association's books and records for the current or immediately preceding fiscal year may be required by a vote of the majority of the executive board or by the affirmative vote of a majority of the unit owners present and voting in person or by proxy at any annual meeting or any special meeting duly called for that purpose.


-- The North Carolina Nonprofit Corporation Act states in part:
(a) A corporation with members shall hold a special meeting of members:
(1) On call of its board of directors or the person or persons authorized to do so by
the articles of incorporation or bylaws; or
(2) Within 30 days after the holders of at least ten percent (10%) of all the votes
entitled to be cast on any issue proposed to be considered at the proposed special
meeting sign, date, and deliver to the corporation's secretary one or more written
demands for the meeting describing the purpose or purposes for which it is to
be held.






Thank you.

It's condo association, established in 2001 in NC.
PatJ1
(North Carolina)

Posts:249


08/26/2021 11:46 AM  
There is also:


PLANNED COMMUNITY ACT PROVISIONS

The following provisions apply to most residential planned communities in
North Carolina, including those created before January 1, 1999:


Attachment: 1826462665571.pdf


Board members are volunteers. Many have no idea what they're doing. Educate them. Don't beat them up.
WendyG1
(North Carolina)

Posts:23


08/26/2021 11:46 AM  
Posted By MiaR1 on 08/26/2021 10:14 AM
WendyG1, I “hear” your pain! I’ve been and going through something similar within our Association. The difference is you might have some supporting unit owners, ours is full of sheeps that get herd in any direction people on our board want to herd them. Sorry to sound disrespectful with my statement but it is what it is maybe because of fear of speaking up, fear of offending, fear of backlash, lack of understanding, or pure lack of care.

Other experts here have already guided you in the proper direction, so, I’ll say that in general, at least in Illinois and per our CC&R, if owners call for the special meeting with specific agenda, board must oblige as-is, hence, no changing of meeting agenda in any way. In my case they changed the meeting agenda, wouldn’t put up notices for the meeting(after informing them that if they won’t put up notices, I would. Then waited a few days for reply, got nothing, so I put up the notices which they removed from everywhere except from the floor where I reside). On meeting day, two board members actively started verbally attacking me and wouldn’t stick to the meeting agenda. I stayed calm, but, Secretary used the uprise as an excuse to shut the meeting and special meeting never saw the light of day ever.

Our Association hasn’t taken out any loans but have suffered from huge embezzlement problems deteriorating the condition of our building, hence, affecting our property values. My condo unit has sustained so much damage and I and my family are living with mold in our walls due to deteriorating outer structure. I am stuck in this condo “ fighting” to make things right but getting ignored along the way.

What I appreciate about this forum is that experts give sound advice according to what condo laws say, to anyone seeking help. I’ve been helped here a lot in the past. And because I am struggling I’ve been finding solace in reading up about problems and advice for others problems. When I saw your message, I felt hat sharing my story may give you some comfort that you are not alone that this is happening to. Unfortunately, it’s growing sadder state of operation in many associations. Lucky ones are those who live in associations managed by well meaning and ethical people on the Board.

What I hope that this forum and its experts would understand is that there is something else always dismissed on this forum, which is human nature of greed, power, control, self serving nature thats at play at times in some of these situations, especially when it’s OPM(other people money). Advices, I notice, don’t take into account these sad part of human nature. So while experts share how things should be according to the law, fighting the negative forces of human nature is whole another thing which is where some of us help seekers don’t know what to do after getting the knowledge from our experts. Nothing that experts can do about fighting our battles with such forces, however, i hope our experts acknowledge that such things can be at play, when giving advice, rather than just give the Board members benefit of the doubt, would be helpful and comforting. Not all board members are bad. But, not all Board members are good either nor are they on the Board for the right reasons. Perhaps because I’ve been going through the negative effects of human nature after noticing repeat violations of my rights from our board, I am seeing things from such lens that it’s not always cut and dry where the Board should be given benefit of the doubt. There are times when they operate as an organized crime syndicate. Just my opinion.





Thank you for sharing your story! I hear you completely. It took half a year to convince fellow owners to care about community finances. Owners don't like our dues have gone up significantly, a large part to pay for the $235,000 loan the Board took out. For 2 years, no one questioned the loan, no one knew what was (not) repaired. It's a very messy situation. Yes, a lot of disinterested owners. It takes so much energy and time to change things. A few owners I knew were fed up by the Board, sold their units and moved out. Some moved out last year and literally lost an opportunity to sell their unit this year for easily $40,000 more than what they sold their unit for last year. So there are many personal financial consequences associated with a dysfunctional Board. Yes, it's about power, control. Often times as you said the worst parts of human nature (or the best sometimes) come out of such situations. Hang in there. Given how many people live in condos and rent from multifamily homes, related issues really need to be more prominent in our local and national conversations. I appreciate all the feedback and the forum very much!
KerryL1
(California)

Posts:8599


08/26/2021 11:50 AM  
I may have missed some important things, Wendy, so forgive me. Is the Board calling this a special meeting of the Board? Or a special meeting of the Members?

Is there a requirement in NC or in your Bylaws that permit Owners to speak at the "special meeting?

Will the HOA attorney attend? If so, ask her/him if $95 to inspect these recent records is "reasonable?"

How is this loan being repaid? In other words, are owners being billed for payments to the lender? If so, what is this payment called? A special assessment? Or? If a special assessment, is the monthly (or annual?) payment be owners within the amount the Board can levy without a vote by the Owners?

Kudos to you and your fellow owners for taking action or at least trying to! We rarely see this on this forum. Generally it's al one owner or director with little or no support from the community. You do have good support, so keep working to build a coalition for the next election.

I can't say if your board is acting poorly--certainly withholding the records has to be wrong. We need more details about the loan, though.
AugustinD


Posts:1675


08/26/2021 1:01 PM  
WendyG1, thank you for responding to my queries.

Posted By WendyG1 on 08/26/2021 11:34 AM
- Our Bylaws say this about records, verbatim: "Keeping detailed, accurate records of the receipts and expenditures of the Association, obtaining annual audits of the financial records of the Association from the Association's public accountant, furnishing the annual reports , and
furnishing current budgets. All books and records shall be kept in accordance with good and accepted accounting practices and the same shall be available for examination by all Owners or their duly authorized agents or attorneys at convenient hours on working days"


- This is what the Bylaws says about "Special Meeting" and "Meeting Notice", verbatim:

"Special Meetings : After the first Annual Meeting of the Members Special Meetings of the Members may be called at any time by the President by not less than twenty percent (20%) of all Owners or by not less than fifty-one percent (51%) of the Executive Board Members. Business to be acted upon at all Special Meetings shall be confined to the subjects stated in the notice of such meeting."

"Notice of Meetings: Written or printed notice stating the time and place of a Membership meeting including Annual Meetings and the items on the agenda including the general nature of any proposed amendment to the Declaration or these Bylaws, any budget changes, and any proposal to remove a director or Officer shall be delivered not less than ten (10) nor more than fifty (50) days before the date of any such Membership meeting either personally or by mail by or at the discretion of the President or the Secretary to the address of each Unit. Notice shall be deemed given upon deposit in the mail depository of each Unit. Notice given to any one tenant in common, tenant by entirety, or other joint Owner of a Unit shall be deemed notice to all joint Owners of the subject Unit. The notice of meetings shall specifically state the purpose or purposes for which the meeting is called."


- The meeting notice actually says it's a "Special Meeting". The notice says: "The Board of XYZ Association have scheduled the Special Meeting requested by some of the membership to occur on Tuesday, September 7, 2021. The meeting will be called to order at 6:00pm. Due to the current pandemic, the Special Meeting will be held using Zoom with the following options for joining the meeting..."

This is the agenda set by the Board in the Special Meeting Notice:

"Agenda
· Call to order
· Introduction of Board and Cedar Management
· Financial Review – Q & A
· Adjourn

This meeting will be focused on the review of the financial records per the owner’s request. We ask that you please submit your questions to be addressed during this meeting by Friday, September 3rd in order for them to be discussed. All questions can be submitted to [email protected] Please note any question not submitted prior to the meeting will need to be addressed at a different time."

Then the meeting notice contains a 3-page handout about the Association's "2021 Calendar Year Financial Overview" which includes 2021 Calendar Year (CY21) Budget Outlook, CY21 Association Dues, and the Board's reason for raising our dues.


- This is the ORIGINAL Special Meeting agenda that owners wanted to set:

"the agenda for this special meeting should be concerned with the following:

1. In accordance with our Bylaws (Section 5.13) and with reference to the $152,400, we ask that
the Board share all invoices and other documents regarding the expenditure of these funds to
identify what specific repairs were made to which individual units and to the community at large,
and how and why the funds were spent.

2. We request that Board minutes always identify unit numbers associated with expenses for
repairs or requests for action or other issues, unless such information is restricted by law, and for Board minutes to specifically identify all repairs and/or changes to community property.

3. We also request that the Board consider sharing all receipts of community expenses with all
owners via emails or via the association's private web pages."


***** So our question is given that actual Special Meeting Notice does not contain ANY of the specific agenda items owners specified in our petition,
I hope other folks weigh in here.

In my opinion, the agenda offers members the chance to send their questions in advance to the board. The agenda also says it will focus on the review of the financial records that the owners requested.

***** Agree with you that a more reliable way to turn around the community is to elect a new responsible board.
That's not me posting off the top of my head. That's HOA/COA attorneys and judges alike (when disputes arise and land in court) who say this.

Apathy is common at HOAs/COAs. The board is not tasked with motivating people to attend meetings and provide input.

Regarding this single receipt you allege exists: Ask for it and it alone (assuming it exists) in advance of the meeting, as the board directs.

It's a members' meeting. Anyone who is civil and not overly verbose has a right to participate. You have a right to point this out to the board as needed.


I hear your outrage but I am not persuaded at this point that the covenants and statutes support what you are want.
AugustinD


Posts:1675


08/26/2021 1:04 PM  
Posted By KerryL1 on 08/26/2021 11:50 AM
Kudos to you and your fellow owners for taking action or at least trying to! We rarely see this on this forum.
?

I think reports of groups of owners asking for a special meeting occur fairly often here at hoatalk.com.
MaxB4


Posts:1351


08/26/2021 1:30 PM  
From where I come from, the petition sets forth the agenda and the Board can't change it, IMO, without the approval of the persons signing the petition
KerryL1
(California)

Posts:8599


08/26/2021 3:46 PM  
Well, we certainly advise lone posters to find like-minded owners with whom to unite to try to effect change. To my possibly-challenged memory, we don't often see a group already formed that's taking what seem to be knowledgeable action. I'm impressed!
WendyG1
(North Carolina)

Posts:23


08/27/2021 7:25 AM  
Posted By AugustinD on 08/26/2021 10:50 AM
Posted By WendyG1 on 08/26/2021 10:26 AM

- NC statues actually don't consider taking out a large-sum loan without informing owners illegal. Is ethical? No. No one wants to be part of such a community. There are also no limits to how much an HOA board can borrow. They can technically take out $1 million loan without telling anyone. Still not illegal.
Three words: Champlain Towers South.

If a condo's reserves have not been maintained, undoubtedly due to spineless directors who cannot take the verbal pushback of owners, then I fully support a board being allowed to take out a loan without owners' approval.

Do you know what a reserve study is?

Do you know how to compute the "percent funded" figure for reserve funds?

If not, then in my opinion, I do not know why you think you are qualified to judge whether it was "right" or not for your COA board to arrange a loan.

- Our bylaws and NC statues (e.g. Condo law, Non-profit law) contain very little specifics about special meetings agendas.
Per chance did your group write on the petition exactly what the purpose of the meeting is? If so, then attend any Special Meeting of the owners that the Board arranges, and pointedly raise these issues. If the Board refuses to run a bona fide meeting of the members that address the issues stated on the petition, report back here.

You folks who sent out the petition set the agenda, at least in general terms. Stop thinking otherwise. Just go to the meeting as I describe above.


- Yes, we do have relatively low reserve issues and some Board members may deem necessary repairs to their units "emergency". That can all be discussed and dealt with openly through the community, not by taking out a $235,000 loan without telling anyone and till this day refusing to share receipts or details of repairs. If the community can accept this kind of Board behavior, what else can we not accept? We specified in our special meeting agenda to discuss our Board sharing all receipts. That's not in the new Board-dictated special meeting agenda...
This is not a fair description of what is happening.

Fact 1: Anyone at any time could have requested the records you wanted. Your group seems to have dragged its feet some on doing so.

Fact 2: This Board is offering the records review for $95.

If one wants to be seen as credible by the board, be fair to both sides' positions. Speak only of the law and the covenants, not your or others' 'expectations.' Your and others' expectations, not based in the covenants, statutes or possibly case law, have no legal value whatsoever.

Your written communications with the Board must be stripped of emotion; hyperbole; and frankly pointless judgment. Your written communications should cite strictly the covenants and statutes at this point. This puts your group in the best position legally as possible, should you all have to go to court to get whatever.

I agree with MiaR1's points about dealing with egos; boards well armed legally with a HOA attorney whom the Board directs, at the owners' expense; et cetera. I think this 'HOA Reapolitik' speak comes up a lot here. When I know the OP has made the proper requests and the Board is not complying, then I for one will get into 'HOA Realpolitik.' Which in a nutshell often amounts to deciding how much of one's life and one's money does want to give up to fighting a well-equipped corporate board of know-nothings with a hired gun at their disposal vs. simply moving.





The reserves were not in the 70%+ healthy range, I believe. However, the problem many owners have with the Board is never with the loan itself, but with what the loan has been spent on and the fact after 2 years no one knows. So it's a matter of financial transparency. No one is going to object to reasonable spending that improves the community (e.g. roof replacement for all or necessary common elements repairs). But owners do have a problem with having absolutely no idea how $152,000 were spent by the Board on the big nefarious "Exterior Repairs" category in our financial report. There is no detail as to what problems were diagnosed by the contractor. There is no detail as to what has or has not been repaired. Owners asked for details, the Board asked to charge owners. Owners offer to meet with the Board, the Board refused to meet. We had no choice but to start the Special Meeting. The resistance of the Board to be transparent is what really bothers this many owners.

It takes a lot of energy to change things. A few owners were so fed up, sold their units and left. One couple tried to post a video documenting soil erosion in the community in the Board-run Facebook community forum and the video was taken down immediately. The couple, so exhausted by the Board, sold their unit last year and moved. They could have held onto their unit a little longer and sell this year for easily $40,000 more than what they sold for last year. But they couldn't wait to get out. So there is a lot of financial stake here for owners.

WendyG1
(North Carolina)

Posts:23


08/27/2021 7:28 AM  
Posted By PatJ1 on 08/26/2021 11:46 AM
There is also:


PLANNED COMMUNITY ACT PROVISIONS

The following provisions apply to most residential planned communities in
North Carolina, including those created before January 1, 1999:





Thank you.

I've also found the NC General Assembly website to be helpful to look up relevant laws and regulations (one can run key word searches to read on related sections):

https://www.ncleg.gov/Laws/GeneralStatuteSections/Chapter47C
WendyG1
(North Carolina)

Posts:23


08/27/2021 7:41 AM  
Posted By KerryL1 on 08/26/2021 11:50 AM
I may have missed some important things, Wendy, so forgive me. Is the Board calling this a special meeting of the Board? Or a special meeting of the Members?

Is there a requirement in NC or in your Bylaws that permit Owners to speak at the "special meeting?

Will the HOA attorney attend? If so, ask her/him if $95 to inspect these recent records is "reasonable?"

How is this loan being repaid? In other words, are owners being billed for payments to the lender? If so, what is this payment called? A special assessment? Or? If a special assessment, is the monthly (or annual?) payment be owners within the amount the Board can levy without a vote by the Owners?

Kudos to you and your fellow owners for taking action or at least trying to! We rarely see this on this forum. Generally it's al one owner or director with little or no support from the community. You do have good support, so keep working to build a coalition for the next election.

I can't say if your board is acting poorly--certainly withholding the records has to be wrong. We need more details about the loan, though.




- Yes, the Board sent the meeting notice out calling it a "special meeting" for membership.

- We suspect the attorney will be present at the meeting. But the Board has not said anything about it. It's clear the Board tried to control the agenda. Our very specific meeting agenda was nowhere to be found in the highly generalized special meeting notice (mentioning only "financial records") sent out by the Board.

- The $95 charge may arguably be reasonable to retrieve financial records (sure as someone mentioned before, HOA is a business too). But the issue here is how $235,000 was spent in the community should be public knowledge, not a secrecy to be guarded as such. After 2 years, no one knows what structural problems were diagnosed for this huge repair project. No one knows what was or was not repaired. When 1/4 of owners want to see the financial records, the $95 charge should be taken up as a "community expense" by the Board to win over owners trust. Instead, the Board would rather spend hundreds and perhaps in the thousands now to hire a lawyer to throw one barrier after another to make access difficult. Transparency costs very little but lawyers cost a lot more. The Board chose the lawyer.

- The loan is to be paid off over time. Our HOA fees have gone from $265 to $305 and will be increased again soon. A big portion is to pay off the loan. The community is paying for this big repair project and deserves to know more details. The Board is very reluctant to share. That's very hard to accept for many owners in the community.
WendyG1
(North Carolina)

Posts:23


08/27/2021 8:31 AM  
Posted By AugustinD on 08/26/2021 1:01 PM
WendyG1, thank you for responding to my queries.

Posted By WendyG1 on 08/26/2021 11:34 AM
- Our Bylaws say this about records, verbatim: "Keeping detailed, accurate records of the receipts and expenditures of the Association, obtaining annual audits of the financial records of the Association from the Association's public accountant, furnishing the annual reports , and
furnishing current budgets. All books and records shall be kept in accordance with good and accepted accounting practices and the same shall be available for examination by all Owners or their duly authorized agents or attorneys at convenient hours on working days"


- This is what the Bylaws says about "Special Meeting" and "Meeting Notice", verbatim:

"Special Meetings : After the first Annual Meeting of the Members Special Meetings of the Members may be called at any time by the President by not less than twenty percent (20%) of all Owners or by not less than fifty-one percent (51%) of the Executive Board Members. Business to be acted upon at all Special Meetings shall be confined to the subjects stated in the notice of such meeting."

"Notice of Meetings: Written or printed notice stating the time and place of a Membership meeting including Annual Meetings and the items on the agenda including the general nature of any proposed amendment to the Declaration or these Bylaws, any budget changes, and any proposal to remove a director or Officer shall be delivered not less than ten (10) nor more than fifty (50) days before the date of any such Membership meeting either personally or by mail by or at the discretion of the President or the Secretary to the address of each Unit. Notice shall be deemed given upon deposit in the mail depository of each Unit. Notice given to any one tenant in common, tenant by entirety, or other joint Owner of a Unit shall be deemed notice to all joint Owners of the subject Unit. The notice of meetings shall specifically state the purpose or purposes for which the meeting is called."


- The meeting notice actually says it's a "Special Meeting". The notice says: "The Board of XYZ Association have scheduled the Special Meeting requested by some of the membership to occur on Tuesday, September 7, 2021. The meeting will be called to order at 6:00pm. Due to the current pandemic, the Special Meeting will be held using Zoom with the following options for joining the meeting..."

This is the agenda set by the Board in the Special Meeting Notice:

"Agenda
· Call to order
· Introduction of Board and Cedar Management
· Financial Review – Q & A
· Adjourn

This meeting will be focused on the review of the financial records per the owner’s request. We ask that you please submit your questions to be addressed during this meeting by Friday, September 3rd in order for them to be discussed. All questions can be submitted to [email protected] Please note any question not submitted prior to the meeting will need to be addressed at a different time."

Then the meeting notice contains a 3-page handout about the Association's "2021 Calendar Year Financial Overview" which includes 2021 Calendar Year (CY21) Budget Outlook, CY21 Association Dues, and the Board's reason for raising our dues.


- This is the ORIGINAL Special Meeting agenda that owners wanted to set:

"the agenda for this special meeting should be concerned with the following:

1. In accordance with our Bylaws (Section 5.13) and with reference to the $152,400, we ask that
the Board share all invoices and other documents regarding the expenditure of these funds to
identify what specific repairs were made to which individual units and to the community at large,
and how and why the funds were spent.

2. We request that Board minutes always identify unit numbers associated with expenses for
repairs or requests for action or other issues, unless such information is restricted by law, and for Board minutes to specifically identify all repairs and/or changes to community property.

3. We also request that the Board consider sharing all receipts of community expenses with all
owners via emails or via the association's private web pages."


***** So our question is given that actual Special Meeting Notice does not contain ANY of the specific agenda items owners specified in our petition,
I hope other folks weigh in here.

In my opinion, the agenda offers members the chance to send their questions in advance to the board. The agenda also says it will focus on the review of the financial records that the owners requested.

***** Agree with you that a more reliable way to turn around the community is to elect a new responsible board.
That's not me posting off the top of my head. That's HOA/COA attorneys and judges alike (when disputes arise and land in court) who say this.

Apathy is common at HOAs/COAs. The board is not tasked with motivating people to attend meetings and provide input.

Regarding this single receipt you allege exists: Ask for it and it alone (assuming it exists) in advance of the meeting, as the board directs.

It's a members' meeting. Anyone who is civil and not overly verbose has a right to participate. You have a right to point this out to the board as needed.


I hear your outrage but I am not persuaded at this point that the covenants and statutes support what you are want.





Thank you very much.

- The question we have is WHO controls the special meeting agenda. And what to do when the agenda has already be reset by the Board?

Owners tried to be very specific about the issues we want to discuss:
1) $235,000 loan and $152,000 spending and repair details;
2) accurate documentation of unit numbers in all minutes
3) measures to improve financial transparency (e.g. sharing all receipts)

Now, the Board, in its meeting notice, mentioned NONE of our agenda items. Instead it stated vaguely that the special meeting is to discuss "financial records" at owners' request and asked owners to submit questions for Q & A (note questions not submitted won't be discussed). Then it offered a 3-page description about reserves and reasons to raise dues.

This is NOT the agenda owners set and personally I think the Board is trying to control the meeting:

1) A straight-forward Board would copy and paste over the very specific agenda owners set for this Special Meeting. As forum participant "MaxB4" mentioned in the response "the petition sets forth the agenda and the Board can't change it, IMO, without the approval of the persons signing the petition." Special meetings are called by owners, not the Board. The agenda should be set by owners, not the Board. Otherwise, it's hard to be distinguished from Board meetings.

2) The vague agenda set by the Board carries the appearance that this Special Meeting is nothing but a general community discussion about reserves and reasons for raising dues. That is NOT what owners intend the Special Meeting to be. One may suspect that the meeting notice has been massaged to discourage owner attendance at this Special Meeting. 1/4 of owners were willing to sign a petition to start the Special Meeting. 1/2 of owners are either unaware or uninterested. Would you as a fellow homeowner be more interested if the Special Meeting Notice actually says it's about how $235,000 was spent in your community and what repairs are done to your unit vs. general discussion about reserves and reasons for raising dues? Clearly the former may encourage more owners to attend.

3) Owners' agenda did NOT mention anything about reserves and reasons for raising dues. Such issues can be dealt with during annual meetings or budget meetings that anyone can attend. Why did the Board introduce issues BEYOND what we asked for? Clearly it's to distract and dilute the focus on the $235,000 spending issue that the Board NEVER wants to talk about.

4) The Board's agenda is now so general and broad (about financial records broadly) that anyone can submit any issues for discussion at this Special Meeting. So again, what's the point of this Special Meeting if a dozen other issues are brought up for discussion? We'll soon run out of time before we can even get to $235,000 spending details.

5) If the Board is genuinely serious about sharing financial records and details, it SHOULD, as you suggested, share the receipt for $152,000 repairs. Yes, we believe the Board should still have this receipt since the Board was ready to charge owners to access it. It's something that can also be retrieved from the contractor who submitted the receipt (probably). Instead, we got a 3-page general description about reserves and reasons for raising dues. It does not even pass anyone's smell test here. Hate to be cynical but having seen how the Board treats others and community members (we even offered to meet the Board to discuss financial issues, they refused. So we had to move forward with a special meeting), it's not too far-fetched to speculate that the Board may never share this receipt, without enough insistence and pressure from the community.


***** So, what would you and forum experts suggest that we do in this case? The following is a list that comes to mind:

1) Ask the Board to share receipts for the $235,000 ahead of the Special Meeting as you recommended.

2) Ask the Board to resend a Special Meeting notice to the community that carries the Owners' Agenda - This is the whole point of the meeting, so the meeting actually stays focused instead of getting distracted and watered down to nothing of substance. We don't do Special Meetings every day so it's best to get the most out of it.

3) Explain the Board as "MaxB4" reasoned that the special meeting is called by Owners, so "the petition sets forth the agenda and the Board can't change it, IMO, without the approval of the persons signing the petition."


***** Lots of experts here. Appreciate the time and thought you put into sharing your advice. Many thanks!
WendyG1
(North Carolina)

Posts:23


08/27/2021 8:54 AM  
Posted By MaxB4 on 08/26/2021 1:30 PM
From where I come from, the petition sets forth the agenda and the Board can't change it, IMO, without the approval of the persons signing the petition




Thank you! The rationale makes sense. Otherwise, it becomes a Board meeting.

Could you share any legal backing for this? Our Bylaws say relatively little about Special Meetings.
AugustinD


Posts:1675


08/27/2021 9:15 AM  
Posted By WendyG1 on 08/27/2021 8:31 AM

Now, the Board, in its meeting notice, mentioned NONE of our agenda items. Instead it stated vaguely that the special meeting is to discuss "financial records" at owners' request and asked owners to submit questions for Q & A (note questions not submitted won't be discussed). Then it offered a 3-page description about reserves and reasons to raise dues.
I do not think you are being at all fair. In my opinion, the agenda sent out does accomplish what you all want.

While you tarry over this, the clock for the timeframe required for notice is running.

As for the law: The statutes and governing documents in your state do not support very well your contention that the Notice should have had on it exactly, word for word, what was on the petition. In my experience, and if push came to shove, I think a judge would consider your complaint (to the court) that the Board did not put on the agenda what you wanted to be frivolous; a waste of court time and everyone's money; and all because your goals could be accomplished by following the directions of the Notice.

I think your options are:

1.
Go ahead and make your request for the agenda to reflect exactly what is in the petition. Keep in mind that this may very well result in the date for the Special Meeting changing.

2.
Submit the queries per the Notice's directions. I do not see why this won't accomplish your goals.


I would talk more about transparency and what your board's obligations under the law are, but I am focused on the Special Meeting at the moment, because of the statutory and other time limits for notice. Maybe start a new thread on what the transparency requirements are? Whence I will happily get into what your rights are under the law and how either the Board; your group; or both may very well have dropped the ball.

CathyA3
(Ohio)

Posts:2466


08/27/2021 9:23 AM  
The board changing the agenda doesn't turn this into a board meeting, but it may invalidate the agenda or the meeting itself.

Board meetings, annual meetings, and special meetings are all different beasts legally, with different requirements, goals and outcomes.

https://blog.hignellhoa.com/4-types-of-meetings-in-a-homeowners-association-defined
AugustinD


Posts:1675


08/27/2021 9:24 AM  
Posted By WendyG1 on 08/27/2021 8:31 AM

4) The Board's agenda is now so general and broad (about financial records broadly) that anyone can submit any issues for discussion at this Special Meeting. So again, what's the point of this Special Meeting if a dozen other issues are brought up for discussion? We'll soon run out of time before we can even get to $235,000 spending details.
If you intend to write the board asking it to change the agenda, then I believe the above is your best argument by far.

As long as you are okay with re-setting the clock for notice, then your request may be appropriate. Re-setting the clock may be worth it. The special meeting should for the greater part remain focused on the topics your group requested and for which your group apparently properly, lawfully petitioned.

I do advise your submitting a draft here at hoatalk[dot]com of what you think you should say to the board here. The HOATalk members can offer suggestions so that what you write is as compelling as possible. In other words, the letter should: Not use all-caps nor any bolding; should not show emotion; and should be written with an eye to conciseness. The facts here speak well all by themselves. Emotion and verbosity et cetera distract from one's message.
CathyA3
(Ohio)

Posts:2466


08/27/2021 9:34 AM  
It sounded like the board tried to make the agenda more general, which makes sense.

It's possible that some of the topics the requesters wanted to be addressed will need info from related topics - or these related topics will give a fuller, more accurate picture.

If they stick strictly to the original agenda, then the related info can't be introduced, possibly making the meeting less useful.

If they deliberately excluded something, that's a different matter.
AugustinD


Posts:1675


08/27/2021 9:36 AM  
I think CathyA3's points above, supporting not simply duplicating the petition's proposed agenda items, are good ones.
AugustinD


Posts:1675


08/27/2021 9:56 AM  
Posted By WendyG1 on 08/27/2021 7:25 AM

The reserves were not in the 70%+ healthy range, I believe. However, the problem many owners have with the Board is never with the loan itself,
I am glad you seem to understand that the reserves are inadequate (with percent funded below 70% by your best understanding). I support any legislation or insurance standards that require that boards maintain reserves at 90%; with full blown reserve studies required every five years; and a review and minor adjustments of the reserve study required annually.

Do you intend to run for the board with a few like minded folks at the next annual election, to gain majority control of the board?
WendyG1
(North Carolina)

Posts:23


08/27/2021 1:47 PM  
Posted By CathyA3 on 08/27/2021 9:23 AM
The board changing the agenda doesn't turn this into a board meeting, but it may invalidate the agenda or the meeting itself.

Board meetings, annual meetings, and special meetings are all different beasts legally, with different requirements, goals and outcomes.

https://blog.hignellhoa.com/4-types-of-meetings-in-a-homeowners-association-defined





Thanks!

Here is a UNC law blog about “who controls the agenda”. It states:

“Taken together, these provisions suggest that the composition of the agenda for a special meeting should be limited to matters listed in the notices to board members and to the public. A board may be subject to a challenge if it expands beyond the stated purpose, either by amending the agenda or by simply straying into other topics without amending the agenda. Such a challenge is a more serious risk if action is taken, than if the straying involves only discussion.”
JohnC46
(South Carolina)

Posts:11514


08/27/2021 2:39 PM  
The BOD calling for an "Informational Meeting with a Q&A Session" is an end round to beat the Special Meeting organizers to the punch. Do not confuse the two.
WendyG1
(North Carolina)

Posts:23


09/03/2021 9:51 AM  
Posted By MaxB4 on 08/26/2021 1:30 PM
From where I come from, the petition sets forth the agenda and the Board can't change it, IMO, without the approval of the persons signing the petition




The community's petitioners think so too. Almost every issue in the community is a *financial* issue and a general discussion on "financial records* can cover almost anything and everything. The enormously general nature of such "financial records Q&A" essentially renders a special meeting (meant to focus on the $235,000 spending and repair details) meaningless.
WendyG1
(North Carolina)

Posts:23


09/03/2021 9:52 AM  
Posted By KerryL1 on 08/26/2021 3:46 PM
Well, we certainly advise lone posters to find like-minded owners with whom to unite to try to effect change. To my possibly-challenged memory, we don't often see a group already formed that's taking what seem to be knowledgeable action. I'm impressed!





Thank you! We are trying. But of course, we are doing so with out the help (so far) of a professional HOA attorney (that our Board enjoys on our dime). Will be sure to check back in for advice, feedback and provide updates on our end.
WendyG1
(North Carolina)

Posts:23


09/03/2021 10:12 AM  
Posted By AugustinD on 08/27/2021 9:15 AM
Posted By WendyG1 on 08/27/2021 8:31 AM

Now, the Board, in its meeting notice, mentioned NONE of our agenda items. Instead it stated vaguely that the special meeting is to discuss "financial records" at owners' request and asked owners to submit questions for Q & A (note questions not submitted won't be discussed). Then it offered a 3-page description about reserves and reasons to raise dues.
I do not think you are being at all fair. In my opinion, the agenda sent out does accomplish what you all want.

While you tarry over this, the clock for the timeframe required for notice is running.

As for the law: The statutes and governing documents in your state do not support very well your contention that the Notice should have had on it exactly, word for word, what was on the petition. In my experience, and if push came to shove, I think a judge would consider your complaint (to the court) that the Board did not put on the agenda what you wanted to be frivolous; a waste of court time and everyone's money; and all because your goals could be accomplished by following the directions of the Notice.

I think your options are:

1.
Go ahead and make your request for the agenda to reflect exactly what is in the petition. Keep in mind that this may very well result in the date for the Special Meeting changing.

2.
Submit the queries per the Notice's directions. I do not see why this won't accomplish your goals.


I would talk more about transparency and what your board's obligations under the law are, but I am focused on the Special Meeting at the moment, because of the statutory and other time limits for notice. Maybe start a new thread on what the transparency requirements are? Whence I will happily get into what your rights are under the law and how either the Board; your group; or both may very well have dropped the ball.






I believe my community members are very fair-minded people. NC statues do not dictate that the Board include in the meeting Notice community members' agenda for the special meeting verbatim. However, these statues also do not permit the Board to toss out the specific issues that community members petitioned for and replace it with something else entirely. Since so many matters in the community are "financial" in nature incurring "financial records", a general Q&A on "financial records" would render community members' agenda meaningless.

Here is a UNC law professor's writing about “who controls the agenda” which touches on "special meetings" (agreeing with our position) (https://canons.sog.unc.edu/who-controls-the-agenda/):

“Taken together, these provisions suggest that the composition of the agenda for a special meeting should be limited to matters listed in the notices to board members and to the public. A board may be subject to a challenge if it expands beyond the stated purpose, either by amending the agenda or by simply straying into other topics without amending the agenda. Such a challenge is a more serious risk if action is taken, than if the straying involves only discussion.”

==== Update ====

So community members wrote back to the Board asking for their legal justification for tossing out our special meeting agenda and replacing it with their own that now strays into a myriad of issues. We also ask the Board to re-instate our agenda in a new meeting notice and share the $152,000 repair receipts ahead of time in preparation for the special meeting next week.

The community manager (working at the direction of the Board) wrote back to say that he (and the Board) did not receive our petition letter with any specific meeting agenda. Now, that is ridiculous. Our correspondence (including our petition letter, meeting agenda 1-2-3, electronic signatures, and the manager's acknowledgment of his receipt of the letter) is all documented and copied to the emails of 11 community petitioners. Everyone involved was aware of all the exchanges and has a record.

We feel our Board will not share financial records without legal pressure at this point. Do you all have any feedback on community members hiring an attorney to secure financial records? Of course, the Board has an attorney hired on our dime. We don't (so far).


AugustinD


Posts:1675


09/03/2021 11:09 AM  
Posted By WendyG1 on 09/03/2021 10:12 AM
We feel our Board will not share financial records without legal pressure at this point. Do you all have any feedback on community members hiring an attorney to secure financial records? Of course, the Board has an attorney hired on our dime. We don't (so far).
You should look up and review what, if anything, the NC Condo Act and the NC Nonprofit Corp Acts says about punishment for Boards that won't share records to which COA members are entitled to inspect. Some states have statutes with fairly punitive measures that can be quoted back to COA boards and COA managers to get their a--es moving.
JohnC46
(South Carolina)

Posts:11514


09/03/2021 12:35 PM  
WENDY

I believe the BOD is looking to beat your Special Meeting request to the
punch by calling for an Informational Meeting. They have the right to do so.
I say all well and good, let them do it and if your questions get answered,
all well and good. If not, push more for a Special Meeting.

Do not confuse the two. Do not think just because the BOD called for an
informational meeting, it is the Special Meeting as requested and
precludes you all from pushing for a Special Meeting at a later time.

Stop fighting them. Go and listen then decide how to proceed.
WendyG1
(North Carolina)

Posts:23


09/04/2021 10:46 AM  
Posted By AugustinD on 09/03/2021 11:09 AM
Posted By WendyG1 on 09/03/2021 10:12 AM
We feel our Board will not share financial records without legal pressure at this point. Do you all have any feedback on community members hiring an attorney to secure financial records? Of course, the Board has an attorney hired on our dime. We don't (so far).
You should look up and review what, if anything, the NC Condo Act and the NC Nonprofit Corp Acts says about punishment for Boards that won't share records to which COA members are entitled to inspect. Some states have statutes with fairly punitive measures that can be quoted back to COA boards and COA managers to get their a--es moving.




We looked into:
1) NC Condo Act: https://www.ncleg.gov/Laws/GeneralStatuteSections/Chapter47C
2) NC Planned Community Act: https://www.ncleg.gov/EnactedLegislation/Statutes/PDF/ByChapter/Chapter_47F.pdf
3) NC Nonprofit Corporation Act: https://www.ncleg.net/EnactedLegislation/Statutes/HTML/ByChapter/Chapter_55A.html

All of them say records should be kept and made accessible to Owners upon request. Some say it's okay to charge a fee up to $200, but whether or not the amount is fair is very subjective. See this 2015 news story about an HOA in Atlanta (https://www.fox5atlanta.com/news/legal-expert-weighs-in-on-hoa-dispute) where an experienced lawyer concluded the $100 fee charged to see HOA financial records is excessive. My HOA Board wanted to charge Owners $95 to see a single receipt (they say it takes time to retrieve the records and it's the labor cost for an hour's work).

None of the laws above mention what specific punitive measures could be enforced against the Board in the laws' "Records" section.

* Questions:
1) When HOA Boards transition, does the old HOA board typically turn over the financial records to the new Board? How do we know the records are complete and valid? My HOA Board has never shown us the annual auditing results (an annual auditing is required by our Bylaws).
2) Is there a way to search this forum's database to see how other NC (or non-NC) homeowners deal with HOA Boards refusing to share financial records?

Thanks much.
WendyG1
(North Carolina)

Posts:23


09/04/2021 10:50 AM  
Posted By JohnC46 on 09/03/2021 12:35 PM
WENDY

I believe the BOD is looking to beat your Special Meeting request to the
punch by calling for an Informational Meeting. They have the right to do so.
I say all well and good, let them do it and if your questions get answered,
all well and good. If not, push more for a Special Meeting.

Do not confuse the two. Do not think just because the BOD called for an
informational meeting, it is the Special Meeting as requested and
precludes you all from pushing for a Special Meeting at a later time.

Stop fighting them. Go and listen then decide how to proceed.





Thanks. We will see what happens at the meeting. But Owners are not holding their breath. The Board already tossed out our meeting agenda, came up with its own, sent it to all Owners without consulting any of us, upon prodding pretended they never received our petition letter with specific agenda items, and never sent out Owners' special meeting agenda despite our request. They are really building a case against themselves...
AugustinD


Posts:1675


09/04/2021 11:07 AM  
Thank you for posting the statute names and the links. If only every person who came here with a question was smart enough to do so.

I think your best bet for getting the records is from the nonprofit corporations statute, section 55A-16-04. See below.

In my opinion you could apply to the court pro se, without using an attorney, and have a high chance of success. Though it would be best to send one final demand letter to the HOA before filing in court.

§ 55A-16-04. Court-ordered inspection.

(a) If a corporation does not allow a member who complies with G.S. 55A-16-02(a) to inspect and copy any records required by that subsection to be available for inspection, the superior court in the county where the corporation's principal office (or, if there is none in this State, its registered office) is located may, upon application of the member, summarily order inspection and copying of the records demanded at the corporation's expense.

(b) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with G.S. 55A-16-02(b) and (c) may apply to the superior court in the county where the corporation's principal office (or, if there is none in this State, its registered office) is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.

(c) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member's cost (including reasonable attorneys' fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded.

(d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member. (1993, c. 398, s. 1.)





Here are the statute sections for addressing disputes in general:

§ 47C-4-117. Effect of violations on rights of action; attorney's fees.
If a declarant or any other person subject to this chapter fails to comply with any provision
hereof or any provision of the declaration or bylaws, any person or class of person adversely
affected by that failure has a claim for appropriate relief. The court may award reasonable
attorney's fees to the prevailing party. (1985 (Reg. Sess., 1986), c. 877, s. 1.)


§ 47F-3-120. Declaration limits on attorneys' fees.
Except as provided in G.S. 47F-3-116, in an action to enforce provisions of the articles of
incorporation, the declaration, bylaws, or duly adopted rules or regulations, the court may
award reasonable attorneys' fees to the prevailing party if recovery of attorneys' fees is allowed in the declaration. (1998-199, s. 1.)


Also, see:

55A-16-02. Inspection of records by members.
...
(d) This section does not affect:

...

(2) The power of a court, independently of this Chapter, to compel the production of corporate records for examination.
MaxB4


Posts:1351


09/04/2021 11:11 AM  
Wendy,

Is the Board using the meeting you called for via a legal petition to run their own meeting with their own agenda. If so, that's just not right.
WendyG1
(North Carolina)

Posts:23


09/04/2021 1:14 PM  
Posted By AugustinD on 09/04/2021 11:07 AM
Thank you for posting the statute names and the links. If only every person who came here with a question was smart enough to do so.

I think your best bet for getting the records is from the nonprofit corporations statute, section 55A-16-04. See below.

In my opinion you could apply to the court pro se, without using an attorney, and have a high chance of success. Though it would be best to send one final demand letter to the HOA before filing in court.

§ 55A-16-04. Court-ordered inspection.

(a) If a corporation does not allow a member who complies with G.S. 55A-16-02(a) to inspect and copy any records required by that subsection to be available for inspection, the superior court in the county where the corporation's principal office (or, if there is none in this State, its registered office) is located may, upon application of the member, summarily order inspection and copying of the records demanded at the corporation's expense.

(b) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with G.S. 55A-16-02(b) and (c) may apply to the superior court in the county where the corporation's principal office (or, if there is none in this State, its registered office) is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.

(c) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member's cost (including reasonable attorneys' fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded.

(d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member. (1993, c. 398, s. 1.)





Here are the statute sections for addressing disputes in general:

§ 47C-4-117. Effect of violations on rights of action; attorney's fees.
If a declarant or any other person subject to this chapter fails to comply with any provision
hereof or any provision of the declaration or bylaws, any person or class of person adversely
affected by that failure has a claim for appropriate relief. The court may award reasonable
attorney's fees to the prevailing party. (1985 (Reg. Sess., 1986), c. 877, s. 1.)


§ 47F-3-120. Declaration limits on attorneys' fees.
Except as provided in G.S. 47F-3-116, in an action to enforce provisions of the articles of
incorporation, the declaration, bylaws, or duly adopted rules or regulations, the court may
award reasonable attorneys' fees to the prevailing party if recovery of attorneys' fees is allowed in the declaration. (1998-199, s. 1.)


Also, see:

55A-16-02. Inspection of records by members.
...
(d) This section does not affect:

...

(2) The power of a court, independently of this Chapter, to compel the production of corporate records for examination.






Thank you for the quick response and thoughtful feedback. We appreciate you and this forum very much. Will post updates after our Board-run "special meeting".
KerryL1
(California)

Posts:8599


09/04/2021 2:22 PM  
I did try to read this all again carefully. Here is what I don't see--may have missed it? But first, do your Bylaws discuss two kinds of special meetings? One, a special meeting of the Members; 2. A special meeting of the Board. If so, what kind of special meeting is the Board calling the upcoming one?

If a special meeting of the Board, owners will have very little say about how it progresses, especially if the board fails to handle the written questions by owners.

If it's a special meeting of the members, owners should be able to make motions on agenda items, call "point of order!," or "Point of information!," to seek elaboration of Board remarks that are unclear --purposely or otherwise.

Next, and this may not have anything to do with your very real issues: Is it possible that assessments to owners were used as collateral? Our board took out such a loan in that way a dozen years ago for emergency replacements of our rooftop cooling towers (high rise), while we were in leal action against our developer. I don't now remember the details, but I am curious about your loan.

I may have missed it: when is the special meeting of the xxxx?
WendyG1
(North Carolina)

Posts:23


09/05/2021 8:01 AM  
Posted By MaxB4 on 09/04/2021 11:11 AM
Wendy,

Is the Board using the meeting you called for via a legal petition to run their own meeting with their own agenda. If so, that's just not right.





Thanks. Yes, that's exactly what the Board is trying to do. We the owners who petitioned for the special meeting don't think it's right either. Many owners, apart from a quarter of the owners who petitioned for the special meeting are not aware of what's going on. They may not even attend the special meeting next week. So we have a lot of work ahead of us.
WendyG1
(North Carolina)

Posts:23


09/05/2021 8:09 AM  
Posted By KerryL1 on 09/04/2021 2:22 PM
I did try to read this all again carefully. Here is what I don't see--may have missed it? But first, do your Bylaws discuss two kinds of special meetings? One, a special meeting of the Members; 2. A special meeting of the Board. If so, what kind of special meeting is the Board calling the upcoming one?

If a special meeting of the Board, owners will have very little say about how it progresses, especially if the board fails to handle the written questions by owners.

If it's a special meeting of the members, owners should be able to make motions on agenda items, call "point of order!," or "Point of information!," to seek elaboration of Board remarks that are unclear --purposely or otherwise.

Next, and this may not have anything to do with your very real issues: Is it possible that assessments to owners were used as collateral? Our board took out such a loan in that way a dozen years ago for emergency replacements of our rooftop cooling towers (high rise), while we were in legal action against our developer. I don't now remember the details, but I am curious about your loan.

I may have missed it: when is the special meeting of the xxxx?





Thank you. To clarity, the Board did call this special meeting a "Special Meeting of the membership". So it's an all owners' meeting. We pushed backed on the Board's usurpation of our agenda last week. They never apologized, never answered our question about the legality of the Board switching/expanding the meeting agenda, never sent a new meeting notice to include our agenda. They even lied to our face that they never received our final signed petition letter containing specific agenda items. It's quite a circus.

The Board took out the loan as an alternative to a formal assessment. The collateral was the bank's control of financial books and interest on the loan. Owners largely don't have a problem with this approach. We just have issues with the Board not being transparent about how this $235,000 loan was spent exactly. There are simply no details whatsoever. That's why 1/4 owners called for this special meeting of members.
PatJ1
(North Carolina)

Posts:249


09/05/2021 8:53 AM  
Wish you luck for your Special Members Meeting and hope a quorum of the members attend so you can get an answer to your question regarding the loan proceeds.

Board members are volunteers. Many have no idea what they're doing. Educate them. Don't beat them up.
MaxB4


Posts:1351


09/05/2021 9:16 AM  
Wendy

It was clear to be from the very beginning what type of meeting this was. It appears some regulars feel it is alright to allow the Board and MC to hijack your meeting for their benefit. This pits Board that feel they are always right against owners that most often are wrong. Sorry, I ain't in that camp.

I just finished up a $800K loan for a client and the collateral was the monthly assessment or special assessment and the HOA's ability to easily raise the capital to pay the loan. The bank will never have financial control over the books, but they do ask for a mountain of reports while the loan is active, just to make sure everything remains on the up and up. Kind of like a partner.
KerryL1
(California)

Posts:8599


09/05/2021 9:44 AM  

Most HOAs' Bylaws state that meetings of the membership must follow Robert's Rules of Order or some other established parliamentary procedures.. Do yours? Please reply,

If so, Not many ppl. have a deep knowledge of them. It's very possible the Board does not. Perhaps one of you opposing the Board's refusal to give you info on how the loan was spent knows them. Anyway, in HOAs, though, usually the president chairs the members meeting, the members ARE the "assembly" that's meeting. They have certain rights per Robert's (aka: RONR).

I've never had to deal with Robert's in much depth so don't know it very well. I suspect your Board doesn't either. BUT, IF a member of the Board DOES make a motion, the owners can enter into the discussion and debate of it and also must be permitted to vote. An Owner CAN make a motion based on a specific agenda item. For example: "I move that the Board Treasurer tell us today how the loan funds were spent." Ask for a second; when seconded, there is discussion and debate. One or two owners can briefly say why they want this info. An owner can "call for the question," by saying can we vote? The meeting chair then should say "all in favor of the motion?" "All opposed?" If board members stutter that they don't have the exact info with them make another motion that this info must be sent to all owners within two weeks time, or some such.

The board has required members' questions in advance. But they haven't required Owners' motions be written in advance.

Members of your group might consider quickly getting your hands & eyes on Robert's for Dummies or some such title and try to learn your rights. It's YOUR meeting. One problem is th meeting chair has a lot of power, but s/he must follow RONR too.

This might be crazy: there are professional parliamentarians who can help. As a MEMBERS meetings, I believe you could invite one as a guest to advise owners about they may or may not do at THEIR MEETING. Could cost several hundred dollars that your group can share.

I don't think at this time that there is an expert on RONR among members of this Forum, but perhaps one is lurking. And other posters sill have good ideas anyway.

If your Bylaws do not have the requirement to use Robert's, keep repeating to yourselves,, this is OUR meetings and do what you can. WHEN is it?
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