HOA MEETING AND ELECTIONS INFORMATION PAGE
Elections for the Board of Directors are held every year at the Annual Meeting of the Members. Under the governing documents, the only issue that must be voted on each and every year is the election of Directors to fill vacant positions. The Board of Directors can, however, designate the Annual Meeting as a Special Meeting of the Members in order to address other matters such as proposed modifications to the By-Laws.
In order to serve as a Director you must (1) own either a fee interest or some other undivided interest in property in the subdivision and (2) be current on your dues. Article VII, § 7.1 of the Articles of Incorporation and Article IV, § 4.1 of the Bylaws, provide that only a “member of the corporation” may serve as a Director. Article V of the Articles of Incorporation defines a “member of the the corporation” as being “every person or entity who is a record owner of a fee or undivided interest” in any lot or parcel of land in the subdivision “who shall pay the dues set from time to time by the Board of Directors.”
Directors are elected to two-year terms. Those terms are staggered in order to provide a modest degree of stability and continuity in the policies and practices of the HOA. Under the current By-Laws, four Directors will be elected during years ending in odd numbers (i.e. 2005) and three Directors will be elected during years ending in even numbers (i.e. 2006). Under the governing documents, vacancies on the Board created by removal, resignation or death are filled by a vote of the remaining Directors.
The governing documents provide two ways in which a member can be nominated for election to the Board of Directors. Candidates can be nominated by the Nominating Committee. The Nominating Committee actively seeks suggested nominees from the community in the months leading up to the election.
The eligibility requirements for voting at meetings of
the members essentially are the same as the eligibility requirements for
serving as a Director. In order to vote you must (1) own either a fee
interest or some other undivided interest in property in the subdivision and
(2) be current on your dues. (Art. VI, AOI; Bylaws Art. III, § 3.8.)
There are two significant limitations on the ability of members to vote.
First, if two or more people have an ownership interest in any one lot,
those people possess but a single vote that they must exercise jointly.
(Art. VI, AOI; Bylaws Art. III, § 3.8.) How they exercise that vote is up to
them, but they cannot vote twice or neither vote will be counted.
Second, if any one person or entity holds a fee or undivided interest in
more than one parcel, then that person or entity gets only one vote. (Art.
VI, AOI.) For example, an person who owns three lots still gets to cast only
one vote.
The affairs of the Corporation are managed by a board of
seven directors who must be members of the Corporation. The Board of
Directors sets all policy for the homeowner’s association. The Board has the
power to exercise all powers, duties and authority vested in or delegated to
the Association and not reserved to the membership by other provisions of
the Articles of Incorporation or these Bylaws. (Bylaws, Art. IV, § 4.7,
subd. (c).) Included in these powers and duties is the obligation to
supervise the officers in the discharge of their duties. (Bylaws, Art. IV, §
4.8, subd. (b).)
The Board's powers and duties include:
1. The power to exercise for the Association all powers, duties and
authority vested in or delegated to the Association and not reserved to the
membership by other provisions of the Articles of Incorporation or these
Bylaws. (Bylaws, Art. IV, § 4.7, subd. (c).)
2. The power to fix, levy, assess and collect dues and assessments. (AOC,
Art. III, § 3.2, subd. (a); Bylaws, Art. IV, § 4.8, subd. (d) and Art. VIII,
§ 8.1.) The amount of dues must be fixed at least 30 days prior to each
annual assessment period. (Bylaws, Art. IV, § 4.8, subd. (d)(1).) Written
notice of the dues assessment must be sent to every member within 10 days of
the date upon which the amount to be assessed is fixed by the Board.
(Bylaws, Art. IV, § 4.8, subd. (d).)
3. The power to enforce payments of such dues and assessments by any lawful
means. (AOC, Art. III, § 3.2, subd. (a); Bylaws, Art. IV, § 4.8, subd.
(d)(iii).)
4. The power to enforce the covenants and to make and enforce rules and
regulations for that purpose. (AOC, Art. III, § 3.2, subd. (b).)
5. The power to engage in activities that protect, promote and advance the
health, safety, welfare and property interests of persons who own property
in the subdivision. (AOC, Art. III, § 3.2, subd. (c).)
6. The power to pay all expenses incurred by the Association in the conduct
of its business, including legal and accounting fees, licenses, taxes,
governmental charges and assessments. (AOC, Art. III, § 3.2, subd. (d).)
7. To participate in mergers and consolidations with other non-profit
corporations organized for the same general purposes, subject to approval by
two-thirds of the members. (AOC, Art. III, § 3.2, subd. (e).)
8. The power to borrow money and, with the assent of two-thirds of the
members, to secure that debt by mortgaging, pledging or hypothecating any or
all of the corporation’s real or personal property. (AOC, Art. III, § 3.2,
subd. (f).)
9. The power to adopt, publish and enforce rules and regulations regarding
the use of Association facilities and the conduct of members and their
guests during use of those facilities. (Bylaws, Art. IV, § 4.7, subd. (a).)
10. The power to suspend the rights of members to use Association facilities
(1) for default in payment of dues or (2) for an infraction of published
rules and regulations regarding the use of the facilities. Suspension of the
right to use such facilities for an infraction of published rules and
regulations must be for a reasonable period not to exceed 60 days, and can
only be imposed after notice and hearing. (Bylaws, Art. IV, § 4.7, subd.
(b).)
11. The power to suspend the voting rights of a member for an infraction of
published rules or regulations regarding the use of Association facilities.
Suspension of the right to use such facilities for default in payment of
dues must be for a reasonable period not to exceed 60 days, and can only be
imposed after notice and hearing. (Bylaws, Art. IV, § 4.7, subd. (b).)
12. The power to declare the office of a director vacant should that be
absent from three consecutive regular meetings of the Board. (Bylaws, Art.
IV, § 4.7, subd. (d).)
13. The power to employ any managers, independent contractors or employees
deemed necessary, to prescribe the duties of such persons and to fix
reasonable compensation for their services. (Bylaws, Art. IV, § 4.7, subd.
(e).)
14. The duty to keep a complete record of all acts and corporate affairs.
The record must be presented to the members at the annual meeting. The
record must be presented to the members at any special meeting upon the
written request of one-fourth of the members who are entitled to vote.
(Bylaws, Art. IV, § 4.8, subd. (a).)
15. The duty to supervise all officers, agents and employees and to see that
their duties are properly performed. (Bylaws, Art. IV, § 4.8, subd. (b).)
16. The duty to prepare a budget. (Bylaws, Art. IV, § 4.8, subd. (c).)
17. The duty to procure and maintain adequate insurance policies and
coverages. (Bylaws, Art. IV, § 4.8, subd. (e).)
Recently, a couple of members of the HOA have asked to
have general topics of discussion added to the agenda of meetings of the
Board of Directors. We are pleased by the increased participation of our
members and want to encourage members to give us their input, particularly
when the proposed agenda item offers something positive for the community.
The following is offered as guidelines for submissions of proposed agenda
items.
In order to understand how a member of the HOA corporation can have
something added to the agenda of a meeting of the Board of Directors, it is
first necessary to understand how the Board acts and otherwise sets policy.
Article IV, §§ 4.7 and 4.8 of the Bylaws vests the Board of Directors with
the exclusive power and duty to manage the affairs of the HOA. The Board of
Directors consists of seven volunteers who were elected by a majority of the
members of the HOA.
It is important to remember, however, that the Bylaws do not give the
individual Directors the power to manage the affairs of the HOA. The Bylaws
give that power to the Board as a whole. Unilateral actions by individual
Board members are not authorized by the Bylaws. The Board must act as a
group. Actions of the Board of Directors are taken only after (1) a motion
is made by a Director during a meeting of the Board of Directors and (2)
that motion is passed by a majority of Directors present at that meeting.
With that understanding of how the Board acts, if you want an issue placed
on the agenda you must specifically indicate the action you want the Board
to take so that one or more Directors can, if they feel it appropriate, make
a motion to accomplish that action. Tell us what you want us to do. Whether
an item will be added to the agenda depends upon the Board’s review of the
issue and the action being requested by the member. It makes no sense to put
an item on the agenda if none of the Directors will even make the motion
being requested by the member.
General requests for discussion of a particular topic or for answers to
specific questions are not appropriate and will not be placed on the agenda.
Generalized discussions of philosophy and policy should be discussed either
before or after the Board meeting. All of the Directors can be contacted
either through the website or by calling the HOA telephone number.
Meetings of the Board of Directors technically are open only to members of the HOA in good standing under the governing documents. As a practical matter, the meetings generally are open to anyone who wants to attend. Although the Board of Directors has received differing legal opinions as to whether the Board is required to conduct open meetings, we feel that it is best to conduct business in an open forum.
As a general rule, comments from the audience are not allowed during meetings of the Board of Directors. The Board does usually reserve time at the end of the meeting for comments from the community, but the actual meeting of the Board is a business meeting rather than a meeting of the members. The Board welcomes the ideas and participation of our members but proposals for actions by the Board should be submitted as a proposed agenda item so that the Board can investigate and consider the action being proposed.