Failure to Install New Officers / Closed Meetings
Question: My HOA is planning to have the annual meeting next month and vote for board of directors. The issue is, the last annual meeting was October, 2006 where officers and board members were voted on, for a one year period. Their terms expired in October, 2007. They are still acting as if they are a board. I have challenged them on this, yet they have ignored it. They are also including changes to the voting procedures in violation of the bylaws, and all board meetings have been "closed" although I have informed them of the VA requirement to have them open. Is there a legal way to stop them?
Response: With regard to board members serving past the end of their terms, this is generally permitted by the bylaws if no election has been held to replace them. If no meeting of the members was called (annual meeting) in order to have an election, this is improper and written formal demand should be made for a meeting to be called. You should engage legal counsel familiar with the operation of associations to assist you in this matter. Closed meetings of the board are not permitted by the statutes of Virginia, except for the discussion on certain topics specified in the statutes. We would hope, and expect, they would respond favorably to a demand letter from your attorney which explains the legal requirements.
Michael A. Inman, Esquire