Reader Questions - Do Chairs Vote, and a Rogue Director?

Hi Kelly,

Recently, some board members from other HOAs and I got together to discuss issues we have in common and best practices other HOAs have tried. One president, from a different HOA, mentioned that since being elected as president he had never voted! Since our HOA president votes on every issue (unless he would have to legally abstain) I was confused by what I was hearing. The other HOA president said that when he presides over board meetings, he would only be called upon to vote to break a tie.

Your thoughts please,

F.B., Temecula

Dear F.B.,

Civil Code 5000(a) requires that in meetings of the membership, associations use “a recognized system of parliamentary procedure or any parliamentary procedures the association may adopt.” However, the law does not require use of parliamentary procedure in board meetings, which are less complicated. Nevertheless, a basic use of parliamentary procedure is helpful to organize the flow of discussion and move the agenda forward.

Roberts Rules of Order is the best known parliamentary system, and many free introductory guides are available (one of the best is on the California Department of Public Health site: https://www.cdph.ca.gov/programs/Documents/RROO_Simplified.pdf)

Parliamentary procedure permits board Chairs to vote at any time, not only when preventing or breaking ties. HOA presidents have very little power, and far less than for-profit presidents, so limiting their right to vote is a bad idea.

Thanks,
Kelly

Dear Mr. Richardson,

I live in a small HOA where one board member rules the community. He is the secretary/treasurer, gardener, landscaper, meter maid, fee collector and retired. Two management companies have quit due to this member, who claims they took money from our HOA. Nobody attends any meetings because he intimidates everybody including his own board members. Now with only two board members left is this quorum legal? Plus, there has been no financial report in almost three years. Our community is worried about the money. We are fed up with this guy for years.

E.B., Anaheim

Dear E.B.,

If the HOA bylaws set the board at five members, then two members can do only one thing – appoint a third member to establish a board quorum. I am sure this rogue director has good intentions, and considers himself a fierce protector of the HOA. The sad irony is that such a person does far more harm than good to the HOA. Unless and until the community rises up and elects team players, the HOA will continue to falter. Unfortunately, sometimes well-intentioned homeowners, when dissatisfied with progress, will impatiently “take over” for the manager, committees and the even the board. Worse yet, the rogue director who ignores proper corporate process is outside the protection of the volunteer immunities which protect them.

HOA governance requires team play, and a dysfunctional board will inevitably result in further discouragement, unhappiness and potentially even legal disputes until the neighbors force a return to proper function. Sadly, my experience is that most of the time the rogue director will not “see the light” but will be very angry after losing that control (even though it was illegal), and then becomes the HOA’s fiercest critic. However, that should not prevent the community from uniting to do the best for the community.

Thanks for your question,
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®.