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Subject: REMOVING BOARD MEMBERS
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LindaB20
(New York)

Posts:23


11/11/2018 12:56 PM  
We are a board of 6 directors. Two of the Directors have formed a "Community Affairs Committee" whom they work with to undermine the Board. They have violated the By-Laws in a number of ways including signing a contract from a snow removal company that the Board did not hire. It is difficult working with these two board members because they have no concern for the By-Laws and does whatever they want. They recently hired a company to trim the trees in our community and never discussed it with the Board. We just happened to see them trimming the trees and asked who hired them. My question is this; Can we remove these two people from the board through the use of an attorney?
LetA
(Nevada)

Posts:711


11/11/2018 1:15 PM  
I would contact an attorney YES!! What do your governing docs say about removing board members?
MarkM19
(Texas)

Posts:347


11/11/2018 1:48 PM  
Linda,
I am going to assume you meant 6 board members and a open seat since I have never heard of a 6 member board. I would start by filling the open seat with a like minded member then work on outing the rouge board members. What are the other board members doing letting this stuff happen?
SheliaH
(Indiana)

Posts:2558


11/11/2018 1:56 PM  
I think you already know the answer to this, but if you need someone else to make it plain, here goes. What happens next is up to you and unfortunately, it won't be as simple as handing all this off to the attorney. You and your colleagues will have to explain everything to the homeowners, so put on your grown folk knickers and get to it.

First of all, if there are six board members and 2 have gone rogue, why haven't you and your remaining colleagues put a stop to this already. "They just ignored us" is no excuse - - as soon as you became aware of this contract, you should have contacted the company immediately and let them know this contract wasn't properly authorized by the association board and will have to be canceled. That's where you need your attorney's help, because it may require the association paying some sort of hefty cancellation fee. Go ahead and pay it - and then sue the board members for recoupment, in addition to the court costs and attorneys fees incurred to untangle the association all this.

While you're dealing with that, take a look at your documents to see if it addresses the removal of a board member. Generally, the homeowners have to do this by a recall vote at a special meeting or voting them out in the next annual meeting. Depending on how much chaos these folks have caused so far, you may want to go ahead with a special meeting to discuss their conduct. The documents should also say how a special meeting is called - usually, the board can do it or a certain percentage of homeowners have to petition for one. Give your attorney a heads up that a special meeting will be on the way if these two don't resign on their own. You can force them out, but they may retaliate with some sort of lawsuit, so you must expect thw worst and hope for the best.

Before the special meeting, however, try holding an executive session to deal with this stuff (board member discipline is grounds for having one, but you'll have to check your documents again to see how that's addressed). If your documents don't mention executive sessions at all, consult your attorney to see how to have one. If there's no way you can have one, it'll have to be addressed at the next open board meeting. Prepare for nothing else to get done that night because of all the fireworks that will go off. This WILL NOT be a pleasant meeting but could work to your advantage because the rouge members will have to explain themselves in front of everyone. You and your colleagues will have to prepare your response based on facts and show that none of this was done according to the documents - and how much it cost to cancel the contract (that will get the homeowners attention). Hopefully, the homeowners will be honked off enough to raise enough hell so these two have no choice but to resign.

Yes, this may also lead to the homeowners turning against YOU and push for your being sacked from the board, so you will need to consider how far you want to go. This is speaking truth to power and it's not for sissies, so think long and hard about what you want to do. Good luck to you.
LindaB20
(New York)

Posts:23


11/11/2018 2:09 PM  
Thanks LetA. I agree with contacting an attorney but we have two who want to contact an attorney, and two who feel it will work itself out. So our vote is split.
LindaB20
(New York)

Posts:23


11/11/2018 2:13 PM  
NO, Mark, we have 6 elected members on the board. Our by-laws call for nine board members but we could only get 6 members to run during the last election. We did have members who wanted to run for a seat but because they were in violations, they were not allowed a seat on the board. Some of these are members in the Community Affairs Committee formed by the two people who are undermining the board.
RoyalP


Posts:0


11/11/2018 2:30 PM  
You have three practical options:

hope for the best and 'float along'

or

petition for a receiver as the existing directors refuse to function as fiduciaries

or

move somewhere sane.


I, personally, have elected to float where I live.


However, you will now receive VOLUMES of free internet platitudinal advice.


BEST OF LUCK

next time: CAVEAT EMPTOR
LindaB20
(New York)

Posts:23


11/11/2018 2:30 PM  
Thanks Shelia,

Our document states we need 2/3 of the membership to remove a board member. It does not give any ruling for the Board of Directors to remove other Directors.

When the snow removal contract was emailed over to the Property Manager, I sent the Property Manager an email informing them that the contract was not legal because the company was not hired by the board. The email was cc'd to the company but they never responded. This was done within minutes of the signed contract being sent. The Property Manager agrees not to make payments to this company without seeing that the majority of the board voted for this. This is the same company these two people hired to trim the neighborhood trees.

You are correct, the governing document states 2/3 of the membership must remove the board members. I have been told, haven't seen it myself, that these two board members have gotten a signed petition to have me and one other board member removed. We just had a board meeting but they never said a word. The HOA meeting is being held on Tuesday so if they have such a petition I'm sure they will present it at that time where they will have the support of the "Community Affairs Committees which by the way was formed without the knowledge of the board.

Very hard to deal with at an executive meeting because we have one member who is frightened and don't want confrontations so she's on the fence about everything. The meetings end up being filled with yelling and screaming so nothing gets accomplished.
KerryL1
(California)

Posts:6397


11/11/2018 2:52 PM  
Linda wrote: " I sent the Property Manager an email informing them that the contract was not legal because the company was not hired by the board."

If your bylaws or some other document of your HOA say that directors as a whole board must vote to approve contracts, the contract is not valid. Sheila wrote: "as soon as you became aware of this contract, you should have contacted the company immediately and let them know this contract wasn't properly authorized by the association board and will have to be canceled." It sound alike it's too late to camel the voidable contract with the tree trimmers, but maybe not with the snow removal firm.

what do your bylaws or some other doc say, maybe NY corporate code, say about who is authorized to SIGN contracts. You other directors by not censuring or discipling the rogue are setting yourselves up --because you're not trying to stop them--to be liable for anything that goes wrong with these contracts.

If either of these directors is an officer, your bylaws probably say your board can remove them from office. You should call a board meeting immediately and vote them out of office. (we know they'll still be directors.)

If your board downs' have a policy about WHO SIGNS contracts, make one immediately.
JohnC46
(South Carolina)

Posts:8419


11/11/2018 3:20 PM  
Linda

Are you saying two of the six do nothing, two of you object to everything, two take action and make things happen?

My initial blush is without the two taking action your BOD would not be functioning.

Tough love here, but are you part of the problem or the solution?
KerryL1
(California)

Posts:6397


11/11/2018 6:34 PM  
JohnC seems to think it's OK if a minority on the board enters into contracts without the majority of the board approving. I to ally disagree UNLESS the board voted at a meeting to authorize them to enter into contracts.
SueW6
(Michigan)

Posts:501


11/12/2018 3:00 PM  
You have a budget. "Building and Grounds" expenditures may be a line item in this budget.

If a Building and Grounds committee is active, then they DO have the right to enter into contracts IF it's within the budget. If fact, anything having to do with building and grounds may go thru this committee and get approved. This committee reports back to the board on its status.

However, if you say that ALL Contracts MUST come before the entire Board, then that rule was violated. Depending on how large of an HOA you are, this could be cumbersome for one board.

But if you have committees operating within their own budget, then back off. They are getting done what they are supposed to do.

KerryL1
(California)

Posts:6397


11/12/2018 4:16 PM  
I agree with Sue that IF the Committee has a board-approved budget, the two did the right thing.

I don't think it wise for the board to give such expense authority for these large contract like snow removal and tree trimming. Here, Our PM brings us directors bids on such projects, but the board votes on them.

IF Linda's board gave this committee such spending authority with a line itm in the midget, the other directors need to remember that they're still liable for the committee's activities, contracts, etc.
SheliaH
(Indiana)

Posts:2558


11/13/2018 3:18 PM  
Yeah, as soon as one or two people call out other folks who aren't acting right, the first thing they'll often do will be to get rid of the opposition. As I write this it IS Tuesday, so I wish you well. If this petition comes forth, the best you can do is give your side and stand your ground. Make these people explain and provide DOCUMENTATION that (1) this committee was properly chartered by the board. If so, why wasn't this announced to the rest of the community so others could have had a chance to volunteer? What is this committee supposed to do anyway and what have they done so far? Where is THAT documentation (there should be some sort of committee report)? Who is on this committee - THEY should have to stand up and explain how they got involved. (2) Where are the board meeting minutes that document the discussion of hiring this snow removal company and the tree cutting people? There should have been a motion made to hire them or not? Have the property manager speak on how he or she learned of the contract. Better yet, make copies of that email and show that to the membership.

After all that, it'll be up to homeowners as to how they view all of this. If there are people who signed that petition at the meeting, it might be fun to ask them in front of everyone what they were told that prompted them to sign the petition. Maybe they never liked you anyway or perhaps they were lied to. They might not say anything, which is their right, but it seems to me if you have issues with someone and have an opportunity to tell them about themselves, you'd jump on it.

The board member/fence sitter? Sadly, there always seems to be at least one on the board - he or she ALWAYS say they dislike confrontation, but often they're just undecisive and go along with whatever because it's easier to let others do their thinking for them. No place to hide this time, so I hope she's compelled to chime in as to her opinion.

If these people go ahead and sack you anyway (it could happen because mob rule has always been a thing), don't slink off - you hold your head high and let them know everything you and your colleague tried to do was in the best interest of the association. If this is the way people want their community run, sometimes all you can do is set back and let people set up the shitshow that's about to come their way. At least you tried.
KerryL1
(California)

Posts:6397


11/13/2018 5:05 PM  
I see I missed reading Linda's most recent post. I am sorry. Please let us know, Linda, how the meeting today turns out.
LindaB20
(New York)

Posts:23


11/16/2018 6:00 PM  
Wow!! what a day Tuesday was. Four of the board members agreed to cancel the 11/13 meeting because there was no set agenda for the meeting. The two board members circumvented the decision and held the meeting with a lawyer for the "concerned members". Most of the members on this made up committee are in violations. Four of the board members didn't have a clue what the agenda would be since we never sent out the notices and had canceled the meeting when we realized it had been scheduled by the two. Those two handed out flyers to selected homeowners. I was called by a homeowner and told to hurry and come to the meeting as a negative presentation was being done about me. The lawyer informed them how to get me and another member off the board.

During this meeting I was accused of mismanaging funds by giving approving for board members to attend a conference. They are using mismanagement of funds as a reason to have me removed. No worries here because we have all the documents and the minutes where the board voted on this. The reason for the 2016 conference was for training. This was done with three other Associations.

MarkM19
(Texas)

Posts:347


11/16/2018 6:16 PM  
Linda,
I am curious what others will contribute here. IMO this was not a meeting but more of a lynching. In order for a board meeting to take place the majority must be present. In your case that would be 4 members. When you arrived you were the third.

You mentioned they had a lawyer present. If that was not an approved in advance expense I would make sure that it does not get paid by your HOA. I always say that the best lessons I have learned over the years are the one's I have paid for. Make them pay for that mistake.
LindaB20
(New York)

Posts:23


11/16/2018 6:25 PM  
Mark this lynching was at a board meeting, it was at a HOA meeting. The lawyer was retained by members of the concerned group inspired by the two board members who work against the board and break By-Laws.
LindaB20
(New York)

Posts:23


11/16/2018 6:26 PM  
correction, it was not a board meeting, rather a Hoa meeting with the homeowners.
MarkM19
(Texas)

Posts:347


11/16/2018 6:29 PM  
Linda,
Sorry sometimes I know what I am thinking and it does not always come out as clear to others as it should. If only 2 board members were present at the beginning of the meeting it can not be held. Quorum has to be established and that requires the majority of the board to attend. Did that happen here?
MarkM19
(Texas)

Posts:347


11/16/2018 6:31 PM  
HOA meeting with homeowners?? Was it an Annual meeting not a regular Board meeting opened to the homeowners? I am confused.
JohnC46
(South Carolina)

Posts:8419


11/17/2018 7:47 AM  
Posted By MarkM19 on 11/16/2018 6:31 PM
HOA meeting with homeowners?? Was it an Annual meeting not a regular Board meeting opened to the homeowners? I am confused.




As am I.
RoyalP


Posts:0


11/17/2018 11:16 AM  
Posted By RoyalP on 11/11/2018 2:30 PM
You have three practical options:

hope for the best and 'float along'

or

petition for a receiver as the existing directors refuse to function as fiduciaries

or

move somewhere sane.


I, personally, have elected to float where I live.


However, you will now receive VOLUMES of free internet platitudinal advice.


BEST OF LUCK

next time: CAVEAT EMPTOR





... volumes ... and ... volumes ... and ... more volumes ... ad infititum
KerryL1
(California)

Posts:6397


11/17/2018 12:14 PM  
I am very confused too, Linda. It would help us a lot if you'd use the language of HOAs.

One point is apparently this was a meeting of the members (it is NOT called an "HOA meeting").

Apparently this meeting involved presenting a petition signed by members (Owners) to have you two removed from the Board.

How was this attorney invited to attend? by whom? Only a board can approve non-owners attending a board or members meeting.

This was not a members meeting if just tow directors called it and no notice requirements your HOA r NY has were not adhered to. Your bylaws probably say what's needed to hold a meeting of the members.

If the so-called committee was not appointed and approved by the board, as shown in meeting minutes, you, at least are not responsible for its errors. But why hasn't the Board called these in violation to hearings and take action against them for their violations?

JohnC46
(South Carolina)

Posts:8419


11/17/2018 3:48 PM  
Linda

Linda

I think you need to better understand terminology. Typically an HOA has two types of "standard" meetings:

1. A BOD of Directors Meeting. In some states notice of such must be given and in other states no notice of such must be given. I believe NY is a no notice state as is SC. In some states owners can attend and ask questions. In other states owners can only observe and not speak.

2. Annual Meeting. Held once a year and all owners must be notified of such, typically at least 30 days in advance. The agenda of such is controlled by the BOD. Typically this is the meeting where BOD Members are elected. Typically if no quorum, then no business (including BOD elections) can be held and the existing BOD stays. This is how many BOD's control.

Neither of these meetings is a free for all. There are guidelines/regulations when an owner can speak/ask questions and in many cases, they can do do neither.

Some additional type meetings are:

1. Special Meetings. Typically called by a % of owners (check your docs). A Special Meeting must have a set agenda and can be limited to the reasons(s) it was called such as recall John Smith from the BOD and appoint Sue Jones. Nothing else can be discussed nor voted on. Nothing...nothing...

2. Member Informational Meeting. Called by the BOD to disseminate information and or discuss issues. These can be a bit of a free for all but no voting takes place.

I keep saying typical as it depends on your states and you own docs.

You need to read and understand your own docs before making accusations/assumptions.

LindaB20
(New York)

Posts:23


11/17/2018 4:48 PM  
I know this is a little confusing to everyone so let me try to explain. We have six board members. Three were elected this year. Two of those three who constantly violate the By-Laws, want to remove me and another board member. The other two board members will not take a stand.
We have a group of concerned Home Owners who voted those "two" in office so they can have their violations removed.
Those "two" called a community meeting for concerned Home Owners. So it was not a HOA meeting, rather an informational community meeting. They handed out fliers to selected Home Owners informing them of the meeting. This meeting was held by the "two" Board Members with a lawyer they (the concerned Homeowners) retained.
KerryL1
(California)

Posts:6397


11/17/2018 5:04 PM  
So, what is you question, Linda? You answered one by writing 2/3 of the owners can vote to remove these violators or to remove you & another.

What do these two do to violate your bylaws? Are you sure you mean bylaws and not rules?? These are two separate documents in your HOA (most likely).

The meeting they held has no legitimacy as it was not an Members of the Association) meeting or a board meeting as described by JohnC.

What does your contract with your ropy mgmt. company say about the PM following your documents? What is the PM doing what these two want?
JohnC46
(South Carolina)

Posts:8419


11/18/2018 8:19 AM  
Posted By LindaB20 on 11/17/2018 4:48 PM
I know this is a little confusing to everyone so let me try to explain. We have six board members. Three were elected this year. Two of those three who constantly violate the By-Laws, want to remove me and another board member. The other two board members will not take a stand.
We have a group of concerned Home Owners who voted those "two" in office so they can have their violations removed.
Those "two" called a community meeting for concerned Home Owners. So it was not a HOA meeting, rather an informational community meeting. They handed out fliers to selected Home Owners informing them of the meeting. This meeting was held by the "two" Board Members with a lawyer they (the concerned Homeowners) retained.




So several owners (granted they are on the BOD) set up an informational meeting. Nothing wrong with this.
Are you saying owners cannot get together and talk about their HOA? No need to be paranoid. They are talking about you and how to remove you from the BOD.
MarkM19
(Texas)

Posts:347


11/18/2018 8:27 AM  
John,
I think was you have been on boards for a while you can get this illness.

I always tell people that I can't watch Football games anymore. When the Teams huddle up I think they are talking about me. LOL
RoyalP


Posts:0


11/18/2018 10:06 AM  
? what if they actually are ?
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