Reader Questions - Board Meeting Frequency, HOA’s Name Lost

Hi Kelly,

We find your column interesting, informative and useful.

Our question is about the fallout from changing the name of an HOA on Articles of Incorporation. That is about to happen in our HOA due to (years ago) our corporation getting suspended and then some other entity taking that name. Won’t our governing documents all need to be changed to reflect the name change? What about signs around the complex? Contracts with insurance companies, etc.? Is there a way around all the name changes by creating a DBA?

Also, the situation has caused tax issues. What type of professional should our board be seeking regarding this? CPA? Tax attorney?

Thank you for any information you can give,
B & P, Alhambra

Dear B&P,

There are many reasons why associations need to keep their corporate status current, and unfortunately, yours has experienced one reason – another corporation can grab your corporate name.

Yes, the best thing is to amend all your governing documents to reflect the new corporate name.

Fictitious business names might be available, but they are normally used by businesses, and you could find the “other” HOA might even contest you using “their” name.

The Secretary of State has the forms on line (the “SI-CID” and “SI-100”), which can be found at www.sos.ca.gov. Click on “Forms and fees” under “business programs” on the home page, then click on “business entities” and scroll down to item numbers 13 and 14 under “California Corporations”. In the current web page, that will take you to the forms you need.

Tax issues should be presented to your CPA, who will determine if tax law expertise is needed.

Good luck,
Kelly

Mr. Richardson,

Our HOA board decided a few years ago to meet every other month instead of monthly. I don’t see anything in our governing documents stating how often they must meet. They continually table decisions, meaning that it’s at least two months to decide anything, and more often 6-12 months. In the case of fining homeowners for violations, our CC&Rs state the owner must be cited three times before fining, so the least this would take is three meetings, or six months. Is the Board obligated to meet more often when decisions on issues are still pending?

Regards,

B.C., Irvine

Dear B.C.,

The law actually does not specifically state how often boards should meet. However, there is an indirect requirement. Civil Code 1365.5 requires all boards to, at least quarterly, review certain financial information:

• Reconciliations of operating and reserve accounts;
• Comparison of current year’s actual reserve revenues and expenses with current budget;
• latest operating and reserve account bank statements; and
• income and expense statements for the association’s operating and reserve accounts.

Since boards by definition only act in meetings, this means that HOA boards must meet at least quarterly. For the very small association with little business, those meetings need not be lengthy, but there should be minutes recording the required review. Those minutes need not summarize the information, but should simply reflect that the board reviewed the documents.

Board should meet as often as is required to handle HOA business, but at least quarterly. THREE warnings before a member is fined? Why bother to have a rule if all get three free violations?

Best,
Kelly

Written by Kelly G. Richardson

Kelly G. Richardson Esq., CCAL, is a Fellow of the College of Community Association Lawyers and a Partner of Richardson | Ober | DeNichilo LLP, a California law firm known for community association advice. Submit questions to [email protected]. Past columns at www.hoahomefront.com. All rights reserved®.