Bad Situation

We have a mess on our hands! Our board had a meeting of members where the largest group of homeowners ever showed up to discuss their discontent with the Board. The Board caught wind of this and intentionally did not meet quorum for the meeting. At this time, a group of members handed the president and the property manager a letter requesting a special meeting for removal of the board and a stack of majority vote proxies to support the request for the removal.

The board failed to call the special meeting or acknowledge the concerns or request of the community.

There has been threatening letters sent to all residents from the HOA attorney, on behalf of the Board, full of half truths, discrediting members of the community. There have been frivolous and inconsistent violations given to members of the community who are known to be working to remove the board, additionally, they have suspended voting rights for members in good standing as punishment for violations.

A group of community members have now filed suit against the HOA in court because they refuse to step down, despite a vote for their removal at a special meeting called by majority of members, after they refused to call one.

Our Annual Meeting was held recently, stating an election of officers would be held, but they did not state the positions open. At the Annual Meeting, no owners forum was scheduled or allowed and a power point presentation was given, by the President, outlining the positives that the Board had accomplished, while openly berating many community members using names like liars, idiots, incompetent, to name a few. No one was given the opportunity to speak except the Board and anyone who tried to speak was warned of removal or arrest. A vote of a new member was announced as elected unanimously, however no vote was taken at the meeting. Community members were confused about how a Board member was unanimously elected without a community vote. This is the first meeting they have held in the months since this has all started.

Please help us.

Angela you and your neighbors are going to have to help yourselves the first step is reading your CC&R's and VA law for HOA's. Step two is following them, you state they handed the president a letter & proxies supporting removal but I would suspect this is not the proper way. In almost all of the CC&Rs that I've read the first step is requesting a Special Meeting to vote on recall. Most require a certain percentage of member signatures and gives the Board X number of day's to call the meeting and usually gives the H/O's the right to call the meeting if the Board fails to act.

It can be done but it must be done by the book and it is designed to be difficult otherwise you would have the homeowners trying to oust the Board every time they made an unpopular decision.

Angela,

I'm sorry to hear about the issues within your Association.

Since you posted that this is in the courts it will probably have to be settled there. I did notice a few things about your posting that I would like to comment on. I will be basing this information off of the VA Property Owners Act and the VA Nonstock Corporation Act (which applies if your Association is incorporated under this act and most are). You will need to check your governing documents as well to see if these apply. If your a condominium, there are similar laws but you will need to look them up on your own.

You should know that I am not an attorney and I do not work within the legal profession. I am offering advice based on the information contained in your posting, my understanding of VA statutes and, hopefully, some common sense.

Question: Are you still under control of the Developer or has the Association been fully turned over to the membership?


I'm confused. Was this a Board meeting where members were invited or was this an annual or special meeting of the general membership?

Quorums for a Board meeting are determined how many board members show up. ( § 13.1-868 and your governing documents.)

Quorums for a general membership meeting is determined by how many members show up ( § 13.1-849 and your governing documents.)

[Emphasis added]

The membership has a right to petition the Board for a special meeting, providing that there is enough signatures gathered per your governing documents or § 13.1-839.

A letter with proxies is not a petition. It is a request. The Board is not required to honor a request. Additionally, the language on each page of the petition should be specific. As an example:

We the undersign, being members of abc Association, under [document, section] hereby direct the Board to call a special meeting for the purpose of recalling abc director and elect their replacement.

A petition that reads "we demand the removal of Mr. abc" or "We desire to recall the board" can be considered a request.

Additionally, proxies are used for allowing someone to vote on their behalf. Not to sign petitions.
It's possible that the organizers of the recall have the right intention but may have failed to follow proper procedure. If they did fail to follow proper procedure, and filed legal action, they could lose the legal action.


As I pointed out, it's possible that the request for a special meeting was in a style that the Board could legally ignore. I don't think that is the right thing to do. However, people sometimes tend to fight back vs. being rational when they feel threatened.


Just as I'm basing my advice on the information you are providing. The HOA attorney is offering advice based on the information they are provided. Perhaps a newsletter just listing the facts with references on how to verify those facts (ex: according to the minutes of mm/dd/yy abc happened). This way everyone can see where the issues are coming from.


Yep. This sometimes happen. When you start to accuse the Board of violating the governing documents, you need to make sure that you are complying with them. Your governing documents and § 55-513 and § 13.1-846 would apply here.

Note: suspending voting privileges does not interfere with members ability to sign a petition for a special meeting. They just might not be able to vote at that meeting.


As I pointed out earlier, this group needs to verify that they followed proper procedures. Otherwise, they may be tossing money down the drain and might be responsible for the Associations legal fees as well.

Good thing is complaints can be amended or stopped and refiled.


Typically the Membership elects the Directors. The Directors appoint the officers (president, VP, etc.).
Occasionally the Associations governing documents have the members voting for specific officers. You will need to check you governing documents to see which applies.

Your governing documents and the VA Nonstock Corporation Act (13.1-817 - 13.1-860)would govern your annual meeting and elections.


Sometimes adults act like children. Don't believe me, ask my wife


Members are typically given the opportunity to speak at an annual meeting. VA law § 55-510.1, provides this right at Board meetings but is silent on general membership meetings.


If this was to fill a vacant seat on the board that had staggered terms, the Board may appoint individuals to fill those seats. If you are still under declarant control, it's possible that the voting power was held by the declarant to elect whom they wish. However, the process of passing out ballots, collecting and counting them should have been done.

Lots of issues. Lots of questions about the issues.

Hope this helps.

Tim

Believe me, there is a large group of us who are now very familiar with Bylaws, Covenants, and any other supporting documents. In our Bylaws it states that a request for a special meeting could be made with a 1/4 vote by the community. That request was made in a written formal request accompanied by more than 50% proxy vote to support the request. Maybe I was not clear earlier. In the formal request it was stated that the intent was to remove the board and discuss a multitude of issues going on in our community. No where in the Bylaws or Va code does this say it the request has to be done in the form of a petition. It was supplied with a sufficient number a votes to support the formal request.

The meeting that was not called to quorum was due to not having enough Board members to call a quorum. A resident, married to a Board member, was seen texting the Board member, telling them not to show for the meeting. Furthermore, after the request was given to them, two members were overheard commenting that it was time for a violation walk through. Some of the violations that were given were for items that were not violations. Additionally, there are two Board members that are consistently violating the parking policy, daily.

The meeting where no owner's forum was included, was our Annual Meeting, and the first meeting the Board has actually called since all this has started. When asked at the meeting, why there was no forum, the president stated, "This is my meeting and I don't have to let anyone talk. You all have been talking for months and now it is my turn."

We have tried to talk to these people on several separate occasions. They have made it clear that they have an agenda and they are not going anywhere until it is met. Our community has always been a peaceful one until this year, when the new board took over. We as a community had been complacent and not involved, that is how they have been put in their positions. The positive to this =, is we are not tightened as a community, with the majority wanting this board out of power. Many others feel the same way but are afraid to formally speak up, out of fear of retaliation. No one should have to live that way in their own home. Several community members have sold their homes over this and there are several others considering the same.

Angela,

A member may vote by proxy ( see § 13.1-847, but typically may not appoint someone to sign a petition for them by proxy. BTW, Proxies must be accepted by the Association in order to be valid. Granted, § 13.1-848 limits the rejection to a "reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member. " Unfortunately, the term reasonable is subjective.

Again, at a general membership meeting, you could have only one board member present and still have a quorum, as the quorum is based on the number of members present not Board members. However, if this was a Board meeting - then the quorum would be based on the number of board members present. Since you are using two different ways to describe the first meeting, I'm not sure if the Board pulled the wool over your eyes or if there is confusion on my part of what the meeting was. You are saying it was a meeting of the general membership and yet there were not enough board members to make a quorum. These two don't go together.

If you don't mind sharing, what was it that the Board did which caused all this turmoil?

Angela usually a Special Meeting is called for a specific purpose i.e recall. Here you are asking for a meeting for two different reasons which might be their basis of denial. Additionally if you are in Fairfax County I believe they have additional HOA statutes. You and your group need to preservere, it takes time but it can be done.

Now I'm not a petty man but if I was, I would contact the local Building Department to make sure that the Board member who extended his drive had all of the proper permits and that the work was done to code.