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binding agreement w/board without members knowing

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hoobie

Junior Member
What is the name of your state? NC

I live in a community of about 1000 houses that has a home owners association. I operate a New York style pizza shop that is located down the street from my community. across the street from the community is a big name franchise pizza shop. I just received my community newsletter via email and didn't like what I read below.


At the recommendation of Vice-president , the Board of Directors has explored a relationship with our local CHAIN Pizza in the Community Plaza. The Board convened to meet with the District Manager and the Store Manager to negotiate the following services that we felt would be mutually beneficial to the Association, our Members, and CHAIN Pizza. The agreement is binding and has the unanimous vote of the Board of Directors. I would like to spend a few minutes explaining the agreement. FIRST: CHAIN has agreed not to place flyers in our mail boxes as frequently as in the past. The Association will allow them to place their flyers one time per month in the Association under an amnesty agreement. The agreement will reduce the number of flyers per month by as much as 66%-75% and at the same time allow for CHAIN to continue their efforts to "provide us with reading material.” SECOND: CHAIN has agreed to be the vehicle we use to distribute all of our newsletters at no cost to the Association. Former President has successfully arranged a deal with PRINTING COMPANY to reduce our costs from 24 cents to 3-6 cents a copy; and CHAIN Pizza has agreed to distribute all our newsletters for free. We can now provide EVERYONE a copy of the Newsletter at a savings of about $500 per quarterly issue which is a savings of $2,000 per year. The best part is that they will be hung on your front door so you will not even have to go to the mail box to receive them. There is no excuse now for your not being informed of what’s happening in our Association and neighborhood! The Board has agreed to give CHAIN exclusive rights in our Association as the only company allowed to distribute "reading material." With CHAIN providing free distribution of our Newsletter, we have agreed to allow them to be the only pizza service to place an ad in our Newsletter. CHAIN has also agreed to provide a SPECIAL ASSOCIATION PROMOTION during the distribution of our Newsletter. This is above and beyond their normal promotions. Furthermore, they have agreed to provide free pizza for everyone attending our open meetings. District Manager of CHAIN Pizza has authorized 30 free large pizzas a year for the Members of homeowners association. We are also exploring the feasibility of selling pizza at the pool during the summer. CHAIN will provide us a free warmer and a banner which reads CHAIN Pizza $1.50 a slice. All proceeds will be divided equitably between the Community Affairs and Pool Committee. The Board feels this is a win- win - win situation. The Association wins because we can deliver Newsletters with no distribution fees. Members win because they will have a free copy of the Newsletter quarterly, thus allowing better communications between the Members and the Directors. CHAIN wins because they now have a Board sanctioned agreement allowing them to legitimately place their fliers in our Association. So the next time you see CHAIN Pizza delivery people, don’t be surprised if they know more about our Association than we do----they get the scoop hot off the presses! Thanks to CHAIN Pizza for working with the Association. I think this will be great for both organizations.


Can they have a binding agreement with a unanimous vote of the Board of Directors without taking it to the members. I hard to believe that I cant advertise in my own community newsletter??? I didn't even know that you could advertise in the thing...nobody has in the past.
 


hoobie

Junior Member
ARTICLE 4
MEETINGS AND MEMBERS

Section 1. Annual meetings. - regular annual meeting of the members shall be held on the same day of the same month of each year thereafter, at the hour of 7:00 pm.

Section 2. Special meetings. - special meetings of the members may be called at any time by the president or by the board of directors, or upon written request of the members who are entitled to vote one forth of all the votes of a class A membership.

Section 3. Notice of meetings. - written notice of each meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least 15 days before such meeting to each member entitled to vote thereat, addressed to the members address. such notice shall specify the place, day and hour of the meeting, and in the case of a special meeting, the purpose of the meeting. waiver by a member in writing of the notice required herein, signed by him before or after such meeting, shall be equivalent to the giving of such notice.

Section 4. Quorum. - the presence at the meeting of members entitled to cast, or of proxies entitled to cast, one tenth of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the articles of incorporation, the declaration, or these by laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.



ARTICLE 5
BOARD OF DIRECTORS: SELECTION: TERM

Section 1. Number - the affairs of the association shall be managed by the board of nine directors, who need not be members of the association.

Section 5 - Action taken without a meeting. - The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. any action so approved shall have the same effect as though taken at a meeting of the directors.



ARTICLE 7
MEETINGS OF DIRECTORS

Section 1 - Regular meetings - regular meetings of the board of directors shall be held monthly, or at such other periodic intervals as may be established by the board of directors from time to time, without notice, at such place and hour as may be fixed from time to time by resolution of the board.

Section 2 - Special meetings - special meetings of the board of directors shall be held when called by the president of the association, or by two directors after not less than three days notice to each director.
 

divgradcurl

Senior Member
What you've posted says nothing about the powers of the board of directors to enter into such agreements without a vote of the members.
 

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