THE VIRGINIAN-PILOT
Copyright (c) 1996, Landmark Communications, Inc.
DATE: Saturday, March 9, 1996 TAG: 9603070335
SECTION: REAL ESTATE WEEKLY PAGE: 22 EDITION: FINAL
COLUMN: COMMON GROUND
SOURCE: G. ROBERT KIRKLAND and MICHAEL INMAN
LENGTH: Medium: 83 lines
Q. I recently joined my condominium association's board of directors and I am concerned about some of its actions. Our board president has served for eight years and other members for a long as five or six years.
When I asked about the time and place for meetings, I was told that they meet when they find the need. The president controls the newsletter and no one else has input unless he invites them. The president and these other long term board members control the elections by obtaining proxies and then voting for themselves.
I think there are a lot of new initiatives that should be started to improve the common areas and enforce some of the covenants that are not being enforced regularly. What can I do to bring this board into the 20th century?
A. Given the amount of time that your president has been in power, you may have a long uphill battle on your hands. Your best approach is to educate not only the other board members, but the community members at large.
You could start by familiarizing yourself with the provisions of your declaration and bylaws. These documents generally act as a ``procedural manual'' for conducting board meetings and association business. The bylaws normally require a certain number of board meetings each year and may designate that there are to be monthly meetings.
Most important, the Virginia Condominium Act, the Property Owners Association Act and the Cooperative Act all contain similar language. A community association's board of directors is required to hold open meetings and all owners are allowed to attend. There must be notice posted as to the time of the meetings.
It is legal at times for the board to meet in closed sessions, sometimes called executive sessions. To do so, they must first be in a duly convened regular meeting and then adjourn into a closed meeting for certain particular reasons specified in statue.
Minutes must be taken to record votes at the meetings and these minutes are available to all owners upon their request. The board can certainly charge the member requesting records for reasonable copying costs.
Notice of board meetings be posted in a conspicuous place set aside on the condominium property or posting notices or placed in the newsletter. As an alternative, a flyer can be utilized.
Another point to remember is that only board members are entitled to participate by speaking at board meetings. Other owners can attend but do not have the right to speak unless the board invites them to participate or chooses to hold an owner's forum prior to the board meeting or at some other time.
In order to get things in the proper direction, you may need to engage an association attorney to meet with the board to go over the principles of fiduciary responsibility, director's liability issues, and the legal duties of directors.
We also want to comment on the issue of proxies. Proxies, in the condominium context particularly, are a little tricky. The condominium statute regulates the content of proxies to some extent and must be adhered to very carefully. Particularly, the statute requires that if an undirected proxy is used (which means that the proxy holder may vote any way he or she wishes) then that fact must be clearly spelled out on the face of the proxy. A directed proxy is one that tells the proxy holder how the grantor of the proxy wishes to vote and the proxy holder must adhere to that directive.
In conclusion, it sounds like you need to mount an educational campaign, which can be done in part on your own via your research and which can be relayed to the board at a meeting, or by engaging an association attorney or association management consultant to come in to educate the board. If the board does not wish to entertain the notion of hiring a professional, you may do so on your own and present the information in written form to the board at a meeting.
If the foregoing efforts do not yield satisfactory results, write to us again and let us know what you are experiencing and we will try to assist once again. MEMO: G. Robert Kirkland, president of a Virginia Beach property management
consulting firm, and attorney Michael A. Inman specialize in Virginia
community association issues and are affiliated with the Community
Associations Institute. Send comments and questions to them at P.O. Box
446, Virginia Beach, Va. 23458. To submit questions by phone, call
486-7265; by fax: 431-0410.
by CNB