Open Letter to Summit's HOA Board of Directors

Members of the Board,

Are you aware that your HOA (The Summit Community Association, Inc. (SCA)) does not  have a legitimate board of directors?

Does this concern you? If you are usurping the office of  Director, have you exposed yourself to personal liability that is not covered by Directors and Officers Liability Insurance?

In order to protect yourself, should you demand a written, legal opinion? Better, should you consult with your own personal attorney?

Why do I believe there is no legitimate board?

1. There are no legitimate Voting Members. Without them, there was no one to elect you.

2. When a Voting Members' Annual Meeting has been held in past Novembers, there were no legitimate Voting Members to attend. But did the Nominating Committee Chair certify presence of a quorum of Voting Members?

3. This is because none of the 28 Neighborhoods in the SCA is holding an Annual Neighborhood Meeting, as required in the By-Laws. (Art. V, §3)

4. At each Annual Neighborhood Meeting, an Election is to be held. Three homeowners are to be elected to a Neighborhood Committee. One of the three becomes the Voting Member.

A Voting Member is to be selected every year. Sure, a person can be re-elected. The position is not perpetual. The Voting Member can't say, "I want to continue" or "I'm doing a good job, so I'll just keep on doing it".

4. When there are no qualified electors (Voting Members), an election of Directors cannot be held. But the HOA was holding one every November.

5. And then no election of Officers can be held. No directors? No officers!

6. Every year the board goes through the motions of setting up an election in November, but no official election can be held. Those who then call themselves Directors are not.

What do you call a person who assumes an office that s/he is not entitled to hold? Is that person called a "usurper"? An impostor? If you hold the office illegally, what do you call yourself?

In October 2021 the "board" took a step that could have corrected this problem. The President appointed a Voting Member as Chairperson of the (Board's) Neighborhood Committee. That Chairperson could have contacted every one of the 28 Neighborhoods and explained the need for the required Annual Neighborhood Meeting and Election and then helped them organize their Meetings. But nothing has happened since then. Almost two years have passed.

At that same meeting (10/5/2021), as reported in the Minutes, "an alternate way to obtain signatures for Neighborhood Representative (Voting Member) was discussed." 

"Getting signatures" is not a valid process for determining a Voting Member; an alternate way is no good, either.

Members of the Board, do you realize how serious it is not to have a legal Board of Directors?

State law reads:

SECTION 33-31-801. Requirement for and duties of board.
(a) Each corporation must have a board of directors.

Must have. And that means a legal board of directors.

I asked the S.C. Attorney General's office recently if failure to have a (legal) board of directors constituted the criminal act of a deceptive business practice. The answer was that, while it is a violation of S.C. law, it is a violation of a civil law. To correct it, one must file in court.

Wouldn't it be better (and cheaper) to just comply with the By-Laws and State law?

Please discuss this problem in public at the September 5th meeting.