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Board Communications and By-Laws


Guest John Roselle
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Our HOA By-Laws state that the Board of Directors may hire a management company and raise dues without a vote of the membership. At the 2017 Annual Meeting the Board said they would investigate possible management companies, report back to the membership and put any action up for a vote of the members. They have since had a meeting with management companies, not disclosed any minutes of that meeting, hired a management company and raised dues, claiming the By-Laws allow that action. Question: does their communication at the Annual Meeting saying they would put it up for a vote supersede the By-Laws?

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OK. So if the By-Laws require minutes of every Board Meeting be distributed within 30 days after such meetings, is the Board in violation of the By-Laws by not having published any minutes of their meeting with management companies?

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10 minutes ago, Guest John Roselle said:

OK. So if the By-Laws require minutes of every Board Meeting be distributed within 30 days after such meetings, is the Board in violation of the By-Laws by not having published any minutes of their meeting with management companies?

Maybe. "Board Meeting" here would seem to mean a meeting of the board - i.e. one at which business may be conducted. "Meeting with management companies," on the other hand, sounds like talking to company representatives and exchanging information, and so wouldn't be covered - and wouldn't be expected to have minutes at all. However, one would think (although I'd need to know more about your rules to be sure) that the decision to hire one would need to be made at a meeting able to conduct business, so the minutes of that meeting would, so far as I know, be subject to the rule in question. But that's as much as I can say since I haven't seen the actual language, or the rest of your bylaws.

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5 hours ago, Guest John Roselle said:

OK. So if the By-Laws require minutes of every Board Meeting be distributed within 30 days after such meetings, is the Board in violation of the By-Laws by not having published any minutes of their meeting with management companies?

The board is possibly in violation of the bylaws, but that does not, in and of itself, cause the board's actions in meeting with management companies, voting to  select one, and raising  your dues to become  null and void.  It would, however, give rise to possible disciplinary action against the responsible board members (such as the secretary) for failing to make the relevant documents available. 

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