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No board meeting minutes from past president

Our previous HOA president had a board meeting last year to replace a board member and officer who had died. But the president somehow didn’t take any minutes. The president then quit at the beginning of the year and left one officer who is now being challenged as to if she is even an officer or a board member. Are these missing board meeting minutes really such a problem? This is making a mess of our HOA.

3 Responses

  1. dennisl

    Steve,

    While minutes should be taken for every board meeting there is no law to that effect. Minutes serve a valuable purpose and historical record of the activities of the board. With those records questions arise as to the validity of reported actions of the board such as your question on whether the remaining board member is even duly elected or appointed. While I’m sure the lack of minutes was not intentional and simply an oversight especially since it sounds that you have a very small board.

    The members of the community elect the board, then the board elects the officers. A minimum of a three member board is very important to manage the work load and to ensure that decisions of the board reflect the true needs of the community and not just one individual. By having a President, Secretary, and Treasurer you can help to ensure that important functions of the board like taking minutes actually happen.

    As to your specific question, in the big scheme of things related to HOA’s missing board meeting minutes is very low in significance especially if that fact was not intentional to hide something. But is also not something that causes a mess in these communities. If you feel that your community has issues i would be willing to bet it is not because a set of minutes were not taken. It could be because keeping board positions filled is hard, and those that serve are over taxed and burn out quickly.

    Dennis

    1. Steve Biehl

      That is so good to hear that from someone else. Thank you so much. If I may, I have one more question. Supposedly, if directors term expiration are not specified in the bylaws or CC&R then they are one year by default? But what about unspecified officer terms? I couldn’t find anything about officer terms in any law only Director terms.

      1. dennisl

        Steve,
        It would be hard to believe that the bylaws do not specify a term limit for board members or for officers. If that is true than it would be safe to assume that one year terms applied to each. While the term for board members varies from one to three years the term for officers in every set of bylaws I’ve seen has always been 1 year. If you think about it every year elections are held and at least one board position is up for grabs. If a new member is elected to the board the board should include that member for consideration for officer positions. The Community elects the board but the board elects the officers every year irrespective of the term of the board members. Arizona law does not address term limits for directors or officers in these associations and leave that to the governing documents of the community.

        Dennis
        Dennis

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