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Guest Annette Erkan

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I was designated as the one to file an amendment with the Secretary of State changing the representative and our officers of our Homeowners association.  I am a newly elected officer.  Isn't it the responsibility of the former board to make the changes with the Secretary of State and the Banks where our funds are held?  If the former board is uncooperative (which they are) what can we do to change our status with the Secretary of State and the Banks.  The bank refuses to acknowledge the new board members without the cooperation of the old board or the change of new board members reflected on the Secretary of States website cyberdrive of Illinois. What options do we have in regards to an uncooperative former board?  Thank you in advance for your help.

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Ms. Erkan, your question is really a legal question and is outside the scope of this forum.  RONR has no provisions for dealing with banks.  However, I can tell you that your problem is not that unusual.  As a practical matter, some banks are much more difficult to deal with than others when it comes to changing signatories on organization bank accounts.  And some former officers are more cooperative than others.  I have found that small local banks are much easier to deal with in that regard than large banks.

I suggest you get a copy of your bank's standard "corporate resolution" for opening accounts and changing signatories.  When completely and properly filled out with the information requested by the bank, and accompanied by your minutes showing the new officers, that will often take care of it.  Showing that the names of your officers have been changed on the Secretary of State's website also helps. 

Unfortunately, some banks will do everything they can to try to get the former signatories to sign a form consenting to the change.  But, it has been my experience that with the proper documentation and friendly persuasion, they will usually relent and make the changes.  If the bank still refuses to do it without the former officers' consent, and if the former officers refuse to cooperate, you may have no choice but to seek legal advice.  I imagine that with a little persistence you will be able to get it done without an attorney getting involved.

Good luck!

Edited to add:  Your new officers might put pressure on the former officers to cooperate and your organization might even consider adopting a motion of censure or instituting disciplinary procedures if they continue to refuse to cooperate.

Edited again to add:  In my opinion, it is actually up to the new officers to make the changes at the bank, but I also believe the former officers have an obligation to cooperate.

Edited by Richard Brown
Added last two paragraphs
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A resolution is basically a formal form of a motion that is in writing, usually signed by the president and secretary . It would direct the bank and/or secretary of state to make the appropriate changes in their records. As I said in my first response , the bank will probably give you a copy of the form it likes to use. The bank might even require you to use it. 

The new board and officers are usually responsible for getting it done because the outgoing officers no longer have any responsibility, but either board and either the old or new officers can usually do it. At a minimum, the former officers should cooperate. If they don't, your association might consider their actions detrimental to the best interests of the association and subject to disciplinary action. 

If you are still unsure what to do, you should consult an attorney. 

But go ask the bank for a copy of its corporate resolution form first. :)

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6 hours ago, Annette Erkan said:

Both the bank and the Secretary of State requests a "Resolution duly adopted by the board of directors"  What is a Resolution? What does it consist of or entail?  Who is responsible for adopting this resolution? Is it the new board or the old board's responsibility? Thank you

A resolution is simply a motion which begins with the word "Resolved". I bet if you go to your bank and ask for the form of banking resolution (or resolutions) they request be adopted by your board they will give you one.

This resolution (or resolutions) should be adopted by your current board.

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