The short version
At the August 13, 2026 open Board meeting, the Board voted to give the Board President standing, permanent authority to act as the Association's sole point of contact with our attorney — “on all legal matters” — without bringing individual decisions back to the full Board for a vote, ever again, unless she chooses to.
We reviewed the Association's Bylaws in full. We found no provision that allows this to happen by a simple Board vote. This writeup documents exactly what happened, exactly what the Bylaws say, and why we believe this matters to every homeowner in this community — regardless of how anyone feels about the underlying dispute that prompted it.
What was actually voted on
The resolution, as written on the meeting agenda:
Resolution to have the Board President act on behalf of the Association and Board as authority and liaison to the Association attorney and on all legal matters.
This was the final item under “New Business” at the August 13, 2026 meeting. It passed.
How it was presented to the Board
Before the vote, Management explained the reasoning behind the resolution to the Board. According to the meeting recording, the stated purpose was to streamline the Association's handling of collections and foreclosure matters:
We have several foreclosures and the possibility of a sheriff sale on this property. We will need to have one person being able to act as the authority and liaison to the association attorney, who is handling these collection matters… Having one person be able to act on behalf of the association and the board as the authority and liaison to the association attorney concerning these legal matters will actually streamline this.
Management further stated that the Board's authority to do this had, in her words, “kind of been automatically assumed based on the board's own governing documents and the bylaws” — without citing any specific section.
We want to be fair and precise here: the resolution as adopted is not limited to collections or foreclosure matters. Its text says “all legal matters.” That is a meaningfully broader grant of authority than the stated justification for it.
A homeowner objected, on the record, before the vote
A homeowner representative raised a detailed, specific objection during the meeting, before the vote was taken, citing the exact Bylaws sections at issue — that the President's authority under the Bylaws is limited to carrying out decisions the Board has already made, not exercising independent authority; that Board action requires either a vote at a meeting or unanimous written consent of every Director; and that this resolution did not appear to fit either of those two lawful mechanisms.
In response to that legal argument, Management asked the homeowner directly: “Mr. Scott, are you an attorney?” He answered no. The discussion did not otherwise address the substance of the Bylaws argument raised. The vote was called shortly after, and the resolution passed.
We note this exchange not to make it the center of the story, but because it is illustrative: a specific, cited objection was met with a question about the speaker's credentials, not with a citation to the governing document provision the objection was actually about.
We checked. Here's what the Bylaws actually say.
We conducted a full, section-by-section review of the Association's Bylaws and CC&Rs to determine whether any provision supports this resolution. Here is what we found.
Bylaws § 7.6 — Duties of the President
The President shall preside at all meetings of the Board of Directors, shall see that orders and resolutions of the Board are carried out, shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks… The President shall execute, certify and record all amendments to the Declaration, the Articles or these Bylaws adopted by the Members from time to time.
Every power listed here is the power to execute a decision the Board or the Members have already made. Nothing in this section grants the President independent, standing authority to make legal or litigation decisions the Board has not separately authorized.
Bylaws § 5.4 — Quorum
The presence in person of a majority of the Directors at the beginning of any meeting of the Board shall constitute a quorum throughout the meeting. Every act or decision done or made by a majority of the Directors at a duly held meeting at which a quorum is present shall be regarded as an act of the Board.
Our Board has three members. A majority — two of three — is quorum. This is the default, primary way the Board is meant to act: as a body, at a meeting.
Bylaws § 5.3 — Action Without a Meeting
…any action to be taken by the Directors… may be taken without a meeting if all Directors consent thereto in writing. Such consent shall have the same effect as a unanimous vote.
This is the only alternative to a meeting vote — and it requires every single Director's written consent, not a majority, and not one Officer acting alone.
Bylaws § 6.1(n) — Delegation to a Management Company
[The Board may] delegate to committees, Officers or employees of the Association or to a management company pursuant to written contract the powers described above…
This clause only reaches “the powers described above” — the specific list of Board powers enumerated elsewhere in § 6.1 (routine maintenance, budget adoption, vendor contracts, and similar operational items). Retaining or directing legal counsel on litigation matters does not appear anywhere in that list. Delegation under this section also requires a written contract — not a verbal resolution passed at a meeting.
CC&Rs — Association Management
The CC&Rs confirm that the Association “shall be managed by a Board of Directors” — not by an individual Officer acting on her own authority, except to the extent the Board has properly delegated a specific power under § 6.1(n).
What we did not find
We did not find any provision, anywhere in the Bylaws or CC&Rs, that allows the Board to permanently transfer its own legal decision-making authority to a single Officer through an ordinary Board vote. Based on this review, a change of this kind — permanently reassigning a Board-level power to one individual — appears to require an actual amendment to the Bylaws.
Bylaws Article 11.1 — What an actual amendment requires
After the termination of the Class B Membership, the amendment of the Bylaws shall require: (a) The affirmative vote of Members holding a majority of the votes in the Association; (b) The approval of the Board; and (c) The affirmative vote of Declarant so long as Declarant owns any land within the Property.
In other words: a majority vote of the membership — every homeowner — not just the Board. That did not happen here.
Why we believe this matters, even if you don't care about the underlying dispute
You don't have to have any opinion about the dispute that prompted this resolution to find the process concerning. The question this raises is a simple one: can this Board hand away a power the Bylaws say belongs to the full Board, by a simple vote, without asking the members?
Based on our review, we don't believe it can. And we think that matters regardless of whether you trust the current Board President or not — because Bylaws provisions exist precisely so that community governance doesn't depend on trusting whoever happens to hold an office at a given moment. The whole point of requiring a vote of the members to change how power is distributed is that it shouldn't be up to the Board alone to decide to concentrate its own authority.
The vote happened with only two of three Board members present
The Association's Board has three seats: President, Treasurer, and Secretary. The Secretary was not present at this meeting. The resolution was adopted with only the President and Treasurer present and voting — which, under Bylaws § 5.4, is exactly quorum. Every future exercise of this new authority by the President will not require even that: no notice, no agenda, no minutes, and no vote at all.
What this could cost you
At the same meeting, Management told the Board that the Association's 2027 budget holds monthly assessments flat, but added directly: “I make no guarantees that we're going to be able to do this in 2028.”
Management also disclosed that on August 7, 2026, the Association's insurance carrier was placed on notice regarding “records request information and possibility of possible legal action” — and stated that this could push the Association's insurance costs above the amount budgeted for 2027 ($8,064), toward $8,300 or more, though she noted a “cushion” had been built into the budget.
We raise this because governance decisions and legal costs are not abstract. Every dollar spent on legal fees, disputes, or increased insurance premiums as a result of how the Association is governed is a dollar that comes out of homeowners' assessments — not the Board's or Management's own pockets.
Where this stands
A homeowner representative objected to this resolution live, on the record, before the vote, citing the specific Bylaws provisions above. The Board proceeded to adopt it anyway. Following the meeting, a complete, written review of the governing documents was submitted to the Board, requesting that it identify the specific legal basis for the resolution and reconsider it. As of this writing, no such basis has been provided.
We will update this page as this develops.
Read the source documents yourself
We don't want you to take our word for any of this. Everything referenced above comes directly from:
- The August 13, 2026 meeting agenda;
- The full audio recording and transcript of the meeting;
- The Association's Bylaws and CC&Rs, in full; and
- Written correspondence from Association management.
We encourage every homeowner to request their own copy of the Bylaws, read Articles 5, 6, 7, and 11 for yourself, and reach your own conclusion. Here's how to reach the board.
This page reflects the independent review and opinion of a McClellan Meadows homeowner, based on publicly available governing documents and the record of the August 13, 2026 meeting. It is not legal advice. If you believe any factual statement on this page is inaccurate, please contact us so it can be corrected.