At the very last minute, our board decided to push a surprise change to all of our founding documents, including a massive change in your voice (to reduce it), and a change to their power (to increase it).
The Rules Don’t Matter To This Board
Meetings and Voting: The best way to understand how someone will operate under new rules, we need to look at how well they operate under the existing rules. Our current board has completely failed at this. They demonstrated this during their most recent board meeting where our Vice President stridently stated that quarterly meetings and member voting were suspended because, in the Board’s words, the tax problem was serious enough to preclude all other activity. According to them, we couldn’t hold meetings or votes until they resolved the issue to their own satisfaction. Thus, the Board selectively chose to deprive all members their votes — even their meetings — based upon their own declaration of a sort of organizational “state of emergency”. Given what is in the new documents (removing quarterly meetings, and removing most items on which we previously voted), the Board has signalled that it never had interest in member participation anyway.
However, the quarterly meetings, including motions and voting, are a requirement, and not just when the Board decides to allow it.
Required Approval of Contracts: The Board authorized itself substantial expenditures on lawyers, at least $15,000. According to our Bylaws, all contracts must meet two requirements: (1) to be selected by the President, and (2) to be approved by the SAEPOA (membership). The Board chose to disregard this requirement. When challenged, the board VP stated that such approval was not needed, because the mere election of the board members sufficed for them to act on behalf of the organization — again a complete disregard for our governance. Again, the Board has signaled its disrespect for the membership in their proposed restated documents, in which the membership would only have a voice for contracts of over $50,000! This is an insane amount, as we have not issued a contract that large in the last 20 years. In fact, the proposed $50K contract level is about the same as an entire year’s receipts for the Association!
Getting member approval of contracts is a requirement — not to be disregarded.
Unilateral Change To Governance: In January, we members had to listen in as the Board chose to roll back governance to 1995. (They have since modified that stance — but only in part.) Their logic was the prior voting policy was “illegal” according to themselves and selected lawyers opinions (NOT a judgement or a member vote). Thus, without any member voting, they simply reversed things (dues, governance) with no voice whatsoever to the membership! Furthermore, we can find no record of legal filings of their changes with Santa Fe County (also a strict legal requirement).
Such actions require proper voting or judgments!
General Courtesy and Duties: In a recent board meeting, a member asked for clarification about an overdue request for readily available financial records. Timeliness matters because of the election. The Board balked at the tardiness, said that it was busy, and would get the document at a future time that the board would not specify. According to NM HOA statute (Section 47-16-5D), SAEPOA owes the member $50/day for failure to comply with required a 10-day timeline. When the member reminded the Board of the state law, the Board indicated disinterest and challenged the member to sue the HOA to get any fine paid. Challenging a member to sue for a simple issue of regulatory compliance is striking. Why not simply comply with state law and provide the documents?
Before our board expects members to approve a total change of our governing documents, this board must first show that it can govern according to the existing rules.
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