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HOA Board of Directors with only 2 members left can't make decisions

We recently had 2 Board members resign due to harassment from the new President. This leaves only the president and the VP left to make decisions, but the Pres has a 'god' complex and makes decisions without the VP. The VP wants to fill the vacant positions, but the Pres refuses to do so. The bylaws allow for the Pres or the members to call a special meeting, but the Pres refuses to allow the members to do so. Where do we go from here and if the Pres hires, contracts or obligates the HOA without the VP, are the members liable?

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Attorney answers (1)

Reputation Level 19
This sounds like a case of an offcier exceeding his authority, the special meeting whould be the ideal solution. If the president exceeds his authority the association may void obligations and the president may be liable.
Your organization is governed by your documents and by the law;
http://apps.leg.wa.gov/rcw/default.aspx?cite=64.38
You will need a local attorney familiar with homeowers associations. bear in mind the smaller the gene pool the worse the government, and you are dealing with a shallow pool.
Good Luck

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