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Subject: Board President unilateral decisions
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TeresaR4
(Arizona)

Posts:25


11/16/2018 6:54 AM  
A couple of unilatetal decions and directives have been made by our Board Pres. The decisions were not emergency related, were not day to day business decisions. Are theses decisions defective, are they enforceable?
The decisions are not even in our minutes. A board member was threatened A censor if he didn't comply. I'd like to turn this around. Any advice or language to make a valid presentation.
AugustinD


Posts:1750


11/16/2018 7:25 AM  
Of three HOAs where I have lived, two operated often like this. Your concerns are correct. Ideally your HOA has a business manager whose contract says, "Takes non-emergency action only upon a board vote." However, I suggest treading lightly. These actions by your HOA's President are the first symptom of a bully disinterested in complying with the governing documents and so the law. Best course of action is to find a like-minded group and win a majority of the board seats. The path is arduous. Folks need to weigh whether a board President or a board majority pulling garbage like this is better than serving on the board one's self.
KerryL1
(California)

Posts:6397


11/16/2018 12:28 PM  
Are you on the board, Teresa?
TeresaR4
(Arizona)

Posts:25


11/16/2018 4:46 PM  
Yes, I am on the board. My outside advice has been to foster membership attendance to 'wet' the attitude and lend support.Basically provide a viewing audience. Most members rarely attend.
GenoS
(Florida)

Posts:3040


11/16/2018 8:39 PM  
Whether the decisions are enforceable or not depends. An HOA president in FL took it upon himself to approve a homeowner's request for permittion to install a concrete slab patio in back of his house. After it was built others began to complain and the homeowner used the old, "the president told me it was okay," defense. It wound up in court where the judge ruled that the HOA's governing docs were public records and placed every owner on constructive notice that the directors could only act as a whole. It was in the Bylaws that the president had no power to approve or disapprove anything on his own. The homeowner was wrong to rely on the president's verbal permission and had to pay to remove the patio.

On the other hand, when it comes to outsiders like vendors and contractors, they are entitled to rely on his "apparent authority" as president of the HOA which will bind the association to whatever agreements and contracts he has made. In this case the board should immediately remove him from office, appoint a new president, and take measures to make sure outside vendors and contractors know that he's no longer the president and has no authority to enter into any agreements on behalf of the association.
RoyalP


Posts:0


11/17/2018 6:40 AM  
Posted By GenoS on 11/16/2018 8:39 PM
Whether the decisions are enforceable or not depends. An HOA president in FL took it upon himself to approve a homeowner's request for permittion to install a concrete slab patio in back of his house. After it was built others began to complain and the homeowner used the old, "the president told me it was okay," defense. It wound up in court where the judge ruled that the HOA's governing docs were public records and placed every owner on constructive notice that the directors could only act as a whole. It was in the Bylaws that the president had no power to approve or disapprove anything on his own. The homeowner was wrong to rely on the president's verbal permission and had to pay to remove the patio.

On the other hand, when it comes to outsiders like vendors and contractors, they are entitled to rely on his "apparent authority" as president of the HOA which will bind the association to whatever agreements and contracts he has made. In this case the board should immediately remove him from office, appoint a new president, and take measures to make sure outside vendors and contractors know that he's no longer the president and has no authority to enter into any agreements on behalf of the association.




PERFECT
TeresaR4
(Arizona)

Posts:25


11/17/2018 8:36 AM  
These decisions aren't based around implied contracts or detrimental reliance. Just board policy as it applies to board behavior or structure. Who we can talk to, new web posting rules. It's growing a budding trend, aligned with blustery delivery, letters of petty chastisment for the same things he does. He is new to Presidency. It's as if he takes the position of Whip Boss rather than board leader. And he was such in his career. I'm sure quit effectively.
I found a measure in Roberts Rules, ..Point of Order...to apply when these unilateral directives are issued. Has any one worked with that effectively? I prefer he works out. Talking to him is impossible. He is always on the run. Doesn't respond to emails. So a Board meeting is only venue. Part of his skill set is appropriate, the other half..not so much.
KerryL1
(California)

Posts:6397


11/17/2018 9:46 AM  
"Point of order" only can be used during meetings, Teresa. You make it sound like the president makes these decisions outside of meetings since they are not in your meeting minutes.

You need to read your bylaws and your CC&Rs (aka, convenants; declaration) to see IF the prez has the authority to make these decision without board approval.

Even if these docs do NOT give the president such authority, some boars are so lazy and uninformed that they let the prez do whatever s/he wants. They MUST remember that they can be liable for the presdeint's action because they stood by and let the prez get away with the behavior.
TeresaR4
(Arizona)

Posts:25


11/17/2018 12:13 PM  
Thank you, Kerry, yes these decisions are out side of the Board meetings, to include recinding board resolutions. Agreed, we can't stand by due to liabilities. He is new, and I'd like to massage this to the proper procedure. He is after all, gruff and authoritative. That we can live with, but the other, we need to nip it in the bud. I think it's more of he is uninformed as to procedures and doesn't appreciate calling attention to the issue. He railroads over the subjects, declaring an end to the debates.I thought perhaps as the subjects are announced at board meetings by him , I could call out 'point of order'. I understand that call can't be ignored. I've never done so before. Perhaps this would give him an opportunity to perfect and or modify his unilateral decision thru a motion and second. And let the rest of the Board participate, modify and perfect it, or nor, into a resolution.
RoyalP


Posts:0


11/17/2018 12:41 PM  
..... He is new, and I'd like to massage this to the proper procedure. .....


????????????????????????????????????

Good luck communicating with HIM
KerryL1
(California)

Posts:6397


11/17/2018 1:08 PM  
What could nip his behavior in the bud right now is for the rest of you directors to overturn the decisions he made outside of board meetings. Y'all do this at a meeting with motions and seconds.

The rest of you also can vote to remove him as president.

Does your HOA have a Property Mgr. who can help train him? How many are on your Board?

Is ti possible, Teresa, for you to have someone assist you in writing to us? Your words are very hard to follow..

TeresaR4
(Arizona)

Posts:25


11/17/2018 1:59 PM  
Opps, sorry on the writing. I'm using a cell phone and the site doesn't appear to be in a cell app format. Scrolls all over the place. Even hard for me to read.
Thank you all for the input. It has helped.
TeresaR4
(Arizona)

Posts:25


11/17/2018 2:38 PM  
Just a note.. I see and recognize the offense. The word massage, which wasn't meant to be ugly or manipulative. But in The context of carefully moving a person or event to a different posture. The last thing we want to do is ignite a blustery person. My opolgies for the offensive term and again, thank you for taking the time for the input. This forum is helpful when responders try and be helpful.
LaskaS
(Texas)

Posts:100


11/17/2018 8:31 PM  
Geno.. perfect..... This is exactly how things are supposed to work. However, when a board is inept and doing everything they can to subvert the law and the hoa documents. And they have access to the hoa funds to fund attorney actions.. It takes a very dogged owner to go through the process,, court, etc. to correct the wrongs. The owner has to pay for their own lawyer, and the hoa board has unlimited funds (that belong to all of the owners) to fight.
One thing that needs to be corrected.... If a board is found to have totally been negligent and breached their fiduciary duty, they need to be held accountable.. as it stands now.... Even after you won in court.. the previous inept board members aren't liable .

There needs to be established a clear outline... board members will not be liable for honest mistakes.. however, If it can be shown that they were aware of objections to their actions, and the documents clearly prevent the actions taken by said board member. There should have to fund their own defense and pay back the hoa ..

I know it's much easier said than done.. however.. Its infuriating that even bad, corrupt, totally inept board members never have to reimburse the communities they so poorly served..
SueW6
(Michigan)

Posts:501


11/18/2018 7:27 AM  
Sometimes a businessperson has difficulty working on a board or within a committee. It sounds like your guy is used to running things by himself and is not used to working with restrictions.

What kind of "resolutions" is he "recinding"?

Perhaps you could all use some training on board roles and meeting procedures.

See if you can find a consultant to come in and give a training session.

TeresaR4
(Arizona)

Posts:25


11/18/2018 9:05 AM  
We had an our attorney provide training after the elections and stay to observe an entire meeting with notes of her observations. 5 months ago.

The recinds just occured. Thus the effort to gather info on the best and proper way to go forward with out igniting the situation or person. We had a Board sponsored program inside a committee and the board unanimously voted to recind the committee, place the program under control of the Board, placed it in the hands of a professional consultant for modifications. Motion second passed. Recorded in the minutes. He later placed the program inside another different committee, discharged the consultant and told the new committee to revise the program.

The rest of the Board found out at the next meeting, thus, we reconsidered his points, voted to recind the previous resolution, place the program in another committee BUT to be over seen by the professional consultant. So we made it work for all our concerns. But the unilateral decisions are continueing and surfacing.

I concur, it's always difficult when the Pres tries to run the Board as a CEO or Boss. And yes, he does come from an industry and position of authority.

This area of in between decisions, unilateral decisions, roll back of Resolutions and the associated bluster when dealing with board members needs to be nipped in the bud but needs to be presented referencing proper codes, hoa laws etc. We are gathering such. Hopefully without the cost of an attorney. But some of the blustery we may be stuck with.

The Forum points, comments, validations have been helpful, especially the comments on liability.


Thank you.



KerryL1
(California)

Posts:6397


11/18/2018 9:05 AM  
Sue's idea is a good one, Teresa.
GenoS
(Florida)

Posts:3040


11/18/2018 11:52 AM  
Posted By TeresaR4 on 11/18/2018 9:05 AM
The recinds just occured.

It sounds like you're making progress so I'm happy for you. This stuff is impossible to read, though.
MarkM31
(Washington)

Posts:459


11/18/2018 12:51 PM  
Posted By GenoS on 11/16/2018 8:39 PM
Whether the decisions are enforceable or not depends. An HOA president in FL took it upon himself to approve a homeowner's request for permittion to install a concrete slab patio in back of his house. After it was built others began to complain and the homeowner used the old, "the president told me it was okay," defense. It wound up in court where the judge ruled that the HOA's governing docs were public records and placed every owner on constructive notice that the directors could only act as a whole. It was in the Bylaws that the president had no power to approve or disapprove anything on his own. The homeowner was wrong to rely on the president's verbal permission and had to pay to remove the patio.




But I bet the HO would have prevailed if he had written documentation.
KerryL1
(California)

Posts:6397


11/18/2018 4:39 PM  
Teresa, this'll be my last post as I found your writing just too darn hard to follow.

Who the heck is this "professional consultant?" Title please.

I advised above how to keep the prez from taking unilateral action: you simply read your bylaws about how to vote him out of office. All it should take is a majority of the board at a meeting to vote him out. He'd still be a director though. If your bylaws don't say how to remove an office, your state's corporation code will.
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