Condo Board of Directors acting as officers

[Guest Marisa]

For 26 years, Our condo board initially consisted of 5 members, Pres. VP, Secretary and Treasurer and member at large. We have a management company overseeing our association.

Someone new came in and started changing things.  Our bylaws state we need those 4 officers.  This person has now removed 2 of the original 5 positions = There are now 3 people that consist of the entire board - They are considered the Board of Directors and have dual roles - Pres. VP, and Secretary.

Looking at the Articles of Incorporation it states: 

The number of directors of the Corporation shall be fixed in the By-laws of the Corporation and in no event shall be NO LESS THAN THREE.  The manner in which directors shall be selected, appointed and removed shall be set forth in the BY-Laws of the corporation 

Then By-laws state: 

By-Laws ARTICLE IV - Officers

Section 1.  The principal officers of the Association shall be a president, vice-president a secretary, and a treasurer, each whom shall be appointed by the Board of Directors.  

 

So, my concern is that we are not following our by-laws - many of the owners are concerned because it seems that only one person on that board, the President is making all the decisions, records are not being maintained, no itemized receipts for things (bushes purchased and replaced), trees removed with no records as to how many and the charges for those removals - maintenance not being done to exterior buildings until an owner called the building inspector.  It is just shoddy and the management company does not care to listen to the owners but only to this so-called person who is writing addendums taking away assigned parking spaces that came with each unit.

 

I am in Wisconsin and our statutes specifically state records are to be retained for 6 years - when asked to see them, they do not have them. I am quite concerned and due to deterioration of the buildings and grounds am concerned about mine and others property values.

 

Can anyone give me any recourse or direction that will help to resolve these issues?  Do I need to get a lawyer or contact the State or ??  Just want to present any ideas or findings to others here that are concerned.

 

[Atul Kapur]

Sounds like there are enough non-parliamentary procedural issues that you should consult an attorney experienced in condo law in your jurisdiction. But some questions regarding the parliamentary issues.

What do your bylaws say about the board of directors? How many members, how are they elected/chosen, what are their terms?

On 5/5/2024 at 12:34 AM, Guest Marisa said:

Someone new came in and started changing things.

Who? Under what purported authority did this person make these changes?

[Josh Martin]

On 5/4/2024 at 11:34 PM, Guest Marisa said:

For 26 years, Our condo board initially consisted of 5 members, Pres. VP, Secretary and Treasurer and member at large. We have a management company overseeing our association.

There are now 3 people that consist of the entire board - They are considered the Board of Directors and have dual roles - Pres. VP, and Secretary.

Then By-laws state: 

By-Laws ARTICLE IV - Officers

Section 1.  The principal officers of the Association shall be a president, vice-president a secretary, and a treasurer, each whom shall be appointed by the Board of Directors.  

 

So, my concern is that we are not following our by-laws

I feel like we are missing some important facts. You have cited a portion of your bylaws which refers to the officers of the association, which are appointed by the board. But this section does not describe the members of the board. You say that the board is to consist of five members. Could you point to the section of the bylaws which provides for this?

On 5/4/2024 at 11:34 PM, Guest Marisa said:

Can anyone give me any recourse or direction that will help to resolve these issues?  Do I need to get a lawyer or contact the State or ??  Just want to present any ideas or findings to others here that are concerned.

It may well be that you will ultimately need to do one or both of these things. There are potentially other tools available within parliamentary law, such as raising a Point of Order concerning this matter at a meeting of the association, or seeking disciplinary action against board members, or electing new board members in the regular elections, and so forth.

Edited May 5, 2024 at 01:56 PM by Josh Martin

[Dan Honemann]

On 5/5/2024 at 12:34 AM, Guest Marisa said:

For 26 years, Our condo board initially consisted of 5 members, Pres. VP, Secretary and Treasurer and member at large. We have a management company overseeing our association.

Someone new came in and started changing things.  Our bylaws state we need those 4 officers.  This person has now removed 2 of the original 5 positions = There are now 3 people that consist of the entire board - They are considered the Board of Directors and have dual roles - Pres. VP, and Secretary.

Looking at the Articles of Incorporation it states: 

The number of directors of the Corporation shall be fixed in the By-laws of the Corporation and in no event shall be NO LESS THAN THREE.  The manner in which directors shall be selected, appointed and removed shall be set forth in the BY-Laws of the corporation 

Then By-laws state: 

By-Laws ARTICLE IV - Officers

Section 1.  The principal officers of the Association shall be a president, vice-president a secretary, and a treasurer, each whom shall be appointed by the Board of Directors.  

Yes, but what do your bylaws say about the number of Directors and how they shall be chosen?

[Drake Savory]

In addition, what do your bylaws say about the removal of a director?