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Subject: Why is HOA board acting like this (non-transparent, defensive)?
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JohnS111
(New York)

Posts:165


04/06/2019 3:03 PM  
I live in an HOA whose board consists of (1) one investor who holds about 10% of the properties in the community, (2) a representative of the management company and (3) three others who have never been elected at an annual meeting; they have been appointed by other board members for years.

I am confused by the board's behavior and am sincerely curious as to why it's done the following:

1. Board meetings are not announced to owners. No board minutes have been kept.

2. Annual owner meetings are held in a small room (with seats for about 10 people total) in the management company's office, miles away, not in the community. (The community has common areas, and people could offer their homes.) I offered my office, which has large meeting rooms and is within 1/4 mile of the community, and the board rejected my offer.

3. For annual owner meetings, the board sends around a proxy, appointing the board president to do whatever acts are necessary or appropriate, and allowing the board president to vote for 5 board members. Candidates are never named and there's no candidate solicitation process. Usually there are not enough proxies obtained to have a valid annual meeting.

4. Several owners and I wanted to have an owners' get-together, to meet people. We paid all costs of the get-together. The board insisted that we had to have it in a community common area (not in a nearby restaurant) and at a time that suited the board. (Only one board member came.)

5. I am a board member of several nonprofits that are involved in real estate, and I'm white-collar professional with expertise in matters that HOA boards face. I emailed the management company, offering to volunteer to help the board with topics X, Y and Z (which are things that I handle in my job). My offer was not accepted.

I've done some things that I know make the board mad:

6. I've seen other communities with community-wide email systems, allowing owners to email each other and the community. So I set one up, and paid for it. I took a list of owners' email addresses (from the prior board president) and added everyone to the list.

Later, the board president's emails were forwarded to me; the board president was "livid" that I was "intentionally" trying to leave off certain board members. That's not the case at all; I simply used the most thorough and recent list that I had. I apologized to the board president but did not receive a response.

7. The board has rejected requests for HOA records that the law requires be given to owners.

After the board rejected requests for records that owners are entitled to (such as annual meeting minutes), several other owners and I contacted a lawyer friend of mine; he sent a letter to the board, copying the community, listing the records that he wanted the board to provide (things like annual meeting minutes, annual financial reports, etc.; only things that the law requires be provided).

The board was incensed, but the board didn't provide the records anyway. Neighbors went to the next annual meeting, mad about the letter and mad that the board had rejected my offer to host the annual meeting near our community; I didn't go to the meeting, but was told that neighbors were mad at the board and the board president used the F-word repeatedly when describing me.

8. I later wrote the board, apologizing for "everything that I have done to cause ill will", and stating that I have no interest in changing the board composition or serving on the board, but that I simply wanted the board to follow the law and the HOA's governing documents. Two board members wrote nice notes back; the others ignored it. I was later told that the board president was livid that I had done that.

9. A few years ago, when the community common areas were in a state of disrepair, there were a few signs put up, asking for repairs to be made (I forget- maybe in a somewhat obnoxious way). One board member recently told other neighbors that I put them up. I certainly didn't; that statement is false. One board member has been telling neighbors that the board has video evidence of me intentionally damaging community common areas. That's also false.

I just truly don't understand what's going on here:

A. Why would a board hold annual owner meetings far away, and in a place that's not easily accessible to owners?
B. Why would a board not let people know when board meetings were held, and not keep minutes?
C. Why would a board not have a procedure for people to volunteer to stand for election at annual meetings?
D. Why would a board reject offers to help with a few matters (in which the board seems to lack expertise)?
E. Most of all, we're all neighbors; why wouldn't board members who don't like me or what I did just knock on my door and have a direct discussion? (I thought about asking board members to sit down for a beer and discuss how we can have a more constructive relationship, but a neighbor said that some of them would be livid.)

I welcome any feedback. This is a strange situation. I do not want to serve on the board and do not want to change the board; I simply want to live peacefully and with a board that follows the law, and I have told the board this.

Thanks.
MelissaP1
(Alabama)

Posts:8184


04/06/2019 4:35 PM  
Just come out and say what you think it means. You'll get a million different answers and advice by asking "Why?". What do you think it is? Come out and say "I think they are crooked etc..." and be done with it. That atleast will give you a direction to go in.

Former HOA President
AugustinD


Posts:1632


04/06/2019 4:36 PM  
JohnS11, welcome to this forum. I am sorry you are dealing with such unpleasant, unprofessional volunteers

-- If you start regularly reading posts here, you will find the abuses you list to be pretty common. Probably the number one problem that's brought to hoatalk.com is boards not complying with the covenants and so law on transparency of records.

-- Why are some of the directors and especially the president behaving irrationally? I think this happens for a few reasons. First, those who step up for a pretty demanding volunteer position are often not well read about their legal responsibilities and not inclined to become well read. Second, some of them feel that, for all the time they are giving at no charge, they are entitled to do whatever they want. Their egos take over. Third, I would never rule out the possibility that one or more board members or employed staff are embezzling from the HOA bank account. Hence they foolishly do not want members to see records. About once a year and nationwide, I see a report of a HOA director or staff member being prosecuted for embezzling.

-- You say you do not want to serve on the board nor change the board. Your options are to send another demand letter, either yourself or through your attorney, and preferably directly to the HOA's attorney. Simultaneously review your HOA's CC&Rs section on enforcement. Also review New York's statutes pertaining to HOAs and nonprofit corporations. See https://www.hopb.co/new-york . Things will be ugly for some time, human psychology being what it is with the sort of people on your board, and particularly the President. But if you have to go to court, you will win. It's just that it's likely to be a pyrrhic victory. It will cost much time and money. The Board President will continue to attack and defame you. This sort of thing happens a lot, unfortunately. Check in here now and then, if only to get some validation from many who have been in your shoes: We just want the laws followed. This is after all something that is covenant'd and something for which we all pay our HOA assessment.
GeorgeS21
(Florida)

Posts:1227


04/06/2019 5:17 PM  
JohnS,

If you have no interest in being s board member, or changing the directors that are on the board, you probably cannot obtain the outcome you desire.

You have to be willing to commit ...be a director, hire an attorney, organize the neighborhood, etc.
JohnC46
(South Carolina)

Posts:8347


04/06/2019 5:49 PM  
John

The first question is, is your association under owner or declarant control?
JohnS111
(New York)

Posts:165


04/06/2019 5:50 PM  
Thanks; it's under owner control (I think); it's a pretty old community and about 85% of the homes have been sold to private purchasers.
SheilaJ1
(South Carolina)

Posts:74


04/06/2019 8:18 PM  
Like George stated, got to commit to bring change. The current members will not change just because you sent them a few letters and emails.

What you describe is typical in every HOA at one time or another. It takes a lot to bring change and to keep it that way.

About all the your “why” questions the answer is because the law doesn’t require them to do any of what you want except maybe the meeting minutes and holding open meetings.

You never should of apologized for your actions, they know your just a push over now. You need to step back, recollect yourself and find realistic goals.
JohnS111
(New York)

Posts:165


04/07/2019 6:41 PM  
Thanks.

If you were under a board such as this one, what would your realistic goals be?

The community seems generally apathetic, although people complain bitterly about the whole situation.

Also, please note that my username here is not my real name.

Thanks.
RichardP13
(California)

Posts:3596


04/07/2019 7:06 PM  
Unless laws have changed recently, New York is not a open meeting or transparent state. I think a former poster from New York once said, if you're not willing to do the time, SHUT UP!

Been there, Done that
KerryL1
(California)

Posts:6350


04/07/2019 7:20 PM  
NY has certain laws and your HOA's bylaws might be different than many here. Can you tell us which state laws or your bylaws this Board specifically violates, JohnS?
JohnS111
(New York)

Posts:165


04/08/2019 11:26 AM  
Thanks. I am not saying here that anyone has violated any law or other rule.

Shareholders of NY corporations are entitled to receive certain financial reports. A request was made for those and they weren't provided at least to me, but I don't have the full picture. NY law also requires disclosure of related-party contracts; I didn't see that disclosure. Again, though, I'm not saying that anyone violated any rules; I am just not aware of records being provided or disclosure being made, but I could have just missed both.
NpS
(Pennsylvania)

Posts:3367


04/08/2019 8:51 PM  
See link.

http://www.taylor-eldridge.com/2014/04/a-community-association-ombudsman-in-new-york/

Also, you might want to contact your local branch of CAI to find out what the current status is on the proposed bill.

Best of luck.

Je publie un degagement de toutes responsabilite. Read all posts at your own risk.
JeffT2
(Iowa)

Posts:467


04/10/2019 9:48 AM  
Posted By JohnS111 on 04/08/2019 11:26 AM
Thanks. I am not saying here that anyone has violated any law or other rule.

Shareholders of NY corporations are entitled to receive certain financial reports. A request was made for those and they weren't provided at least to me, but I don't have the full picture. NY law also requires disclosure of related-party contracts; I didn't see that disclosure. Again, though, I'm not saying that anyone violated any rules; I am just not aware of records being provided or disclosure being made, but I could have just missed both.



The nonprofit laws in most states say that a member can go to the office to inspect the corporation's records including financial records. The corporation is not usually required to find and send the records to you (although they can if they wish to).

Did you ask to go to their office to inspect those records? If not, you may wish to review the specifics of NY law and make a proper request.

If they deny you after asking properly according the law, then you can seek the remedy in the law, which usually is asking a court to order the inspection and awarding attorney's fees to you.

Inspection of records is one of the fundamental ways in which a member can increase transparency and check for problems with a board of directors, but you have to properly dot your i's and cross your t's. I wish you luck with it and hope you will let us know how it goes.
ND
(PA)

Posts:300


04/10/2019 10:16 AM  
You ask why . . . the simple answer from my perspective is . . . because they can.

Because doing what they want to do is easier than doing what they should do or what others want them to do. Because apathy and (potential) unwillingness of other owners to take their positions allows them to continue doing what they want to do. And because even though you've engaged a lawyer and had a letter sent, still nobody has sufficiently encouraged them to do what they should be doing (by way of actual legal action).

They may have ulterior motives for how they conduct themselves, but only those who are directly involved and aware could truly discover those motives.
CathyA3
(Ohio)

Posts:256


04/11/2019 6:55 AM  
Posted By ND on 04/10/2019 10:16 AM
You ask why . . . the simple answer from my perspective is . . . because they can.
...
Because doing what they want to do is easier than doing what they should do or what others want them to do.




Just one comment on this: boards get to decide how things are done because they are the ones that are held accountable. Authority and accountability go hand in hand, you don't get one without the other.

This is something than many owners in HOAs or COAs don't understand. They believe that they have the right to call the shots with no consequences to them personally. It doesn't work that way. Of course a savvy board will listen to input from homeowners, but opinions are not binding referendums.

HOAs and COAs are not democracies, they are usually set up as corporations. If you truly want to determine the direction that your community will go, then you have to be on the board.
ND
(PA)

Posts:300


04/11/2019 7:21 AM  
Posted By CathyA3 on 04/11/2019 6:55 AM
Posted By ND on 04/10/2019 10:16 AM
You ask why . . . the simple answer from my perspective is . . . because they can.
...
Because doing what they want to do is easier than doing what they should do or what others want them to do.



If you truly want to determine the direction that your community will go, then you have to be on the board.



This part I agree with . . . the rest, not so much.

My perspective was more along the lines of BODs doing what they WANT to do versus what they SHOULD do (IAW law and docs) . . . meaning regardless of what law or documents say, they can choose to instead do what they want even if it is against the law or not IAW the documents. Until someone takes action to force that accountability, they aren't truly accountable and can continue doing what they want.

An essential part of accountability is the individual actually accepting that accountability. You can say someone is accountable, but until they accept the same, they can choose to not be accountable. Many BODs like to assert their authority without accepting accountability . . . could be the case here.
CathyA3
(Ohio)

Posts:256


04/11/2019 8:34 AM  
I do agree about BODs doing what they want to do versus what they should do. I'm currently serving on a board with one person who wants to do what she wants to do, laws and Declaration and finances be damned. Recently she was joined by a minion who agrees with everything she says. I'm preparing to resign. I don't want my name associated with irresponsible behavior and I don't care to be sued when the community figures out that there is a problem.

When I talked about accountability, I meant under the law. A board member may refuse to accept that he or she is accountable (exactly the situation I referred to above). However, this person will be in for a surprise when she discovers that the law doesn't care what she chooses to believe or not believe.

GenoS
(Florida)

Posts:2960


04/11/2019 12:32 PM  
Posted By CathyA3 on 04/11/2019 8:34 AM
I do agree about BODs doing what they want to do versus what they should do. I'm currently serving on a board with one person who wants to do what she wants to do, laws and Declaration and finances be damned.

It's a lot of fun, isn't it?

Posted By CathyA3 on 04/11/2019 8:34 AM
Recently she was joined by a minion who agrees with everything she says. I'm preparing to resign. I don't want my name associated with irresponsible behavior and I don't care to be sued when the community figures out that there is a problem.

Been there, done that. The president steered a couple of appointments to empty board seats to stooges. The only selection criteria was they would vote however she wanted them to vote. Other than that they were clueless.

I wouldn't want my name associatited with irresponsible behavior either, Cathy, but I wouldn't resign. State your objections to that behavior and those actions at board meetings. Prepare written remarks and get them entered into the minutes. That way, if there are ever any legal troubles you would probably be in the clear. Try to get your objections out to the widest possible audience. It's still better to be on the inside where you can at least be informed about what's actually going on, rather than to be on the outside guessing.

Posted By CathyA3 on 04/11/2019 8:34 AM
When I talked about accountability, I meant under the law. A board member may refuse to accept that he or she is accountable (exactly the situation I referred to above). However, this person will be in for a surprise when she discovers that the law doesn't care what she chooses to believe or not believe.

Frame your objections to what's going on so that it's clear that continuing down that road will impact the owners' pocketbooks and wallets.

We went through 6 months of hell before we were able to demonstrate that the president had lied on an insurance application to protect her pet maintenance guy. When she realized she had got "got", she and her husband sold their home and moved out in less than two months.

Good luck, whatever you decide to do. It's no fun at all sometimes.
GeorgeS21
(Florida)

Posts:1227


04/11/2019 1:54 PM  
Cathy,

if you resign, you are simply handing them more power. Please reconsider. Demand accountability.
JohnC46
(South Carolina)

Posts:8347


04/11/2019 1:57 PM  
Posted By GeorgeS21 on 04/11/2019 1:54 PM
Cathy,

if you resign, you are simply handing them more power. Please reconsider. Demand accountability.




I agree. You resign, they win. Do you want to lose this way?
CathyA3
(Ohio)

Posts:256


04/11/2019 2:56 PM  
Posted By JohnC46 on 04/11/2019 1:57 PM
Posted By GeorgeS21 on 04/11/2019 1:54 PM
Cathy,

if you resign, you are simply handing them more power. Please reconsider. Demand accountability.




I agree. You resign, they win. Do you want to lose this way?




It's two votes against one, they already have won.

The one board member spent her first year on the board angry because we bundle routine maintenance to get lower pricing, angry because she didn't think she needed to enforce restrictions she didn't like, angry because we didn't agree to change signage that doesn't belong to us, and angry because we didn't agree to remove snow from neighboring areas that are not part of the association. She spread misinformation around the community, disclosed confidential information, and tried to get the property manager fired because she thought that the property manager should ignore what the other two board members had voted on and do what she said instead. Any attempt to introduce facts into discussions result in her digging in her heels and becoming even more determined to have things her way.

She's such a caricature of a bad board member that I sometimes think it's performance art. I've been tempted to argue for a wrong decision in hopes that she'll stumble onto a smart one, but that sort of nonsense makes my brain cramp.

I've been on the board for several years, I've done my part.
NpS
(Pennsylvania)

Posts:3367


04/11/2019 6:35 PM  
Hi Cathy

Don't know what your circumstance is (# of units, type of homes, etc.), but I can see your dilemma with a 3 person board. High risk of having 1 domineering, 1 compliant, & 1 shut out of the decision process.

Would it be feasible for your HOA to grow to a 5 person board? Can you get support among your owners to make the change?

Je publie un degagement de toutes responsabilite. Read all posts at your own risk.
CathyA3
(Ohio)

Posts:256


04/12/2019 6:22 AM  
Posted By NpS on 04/11/2019 6:35 PM
Hi Cathy

Don't know what your circumstance is (# of units, type of homes, etc.), but I can see your dilemma with a 3 person board. High risk of having 1 domineering, 1 compliant, & 1 shut out of the decision process.

Would it be feasible for your HOA to grow to a 5 person board? Can you get support among your owners to make the change?




We would have to amend our governing docs that call for a 3-person board. Frankly, we often have trouble filling all three positions, and with a 5-person board we wouldn't have a quorum. I've lived in the community since 2006, and this is a new situation for us. We may have had some mediocre directors in the past, or I may have disagreed with some of their priorities, but I've never experienced having a board member that feels entitled to redefine the job to suit her own purposes.

On the other hand, a truly bad board should get folks' attention sooner, and with luck there will be a revolt. I've already seen some signs of it. The other two directors are dog owners, and so far they've been reluctant to send violation notices to owners who aren't cleaning up after their pets. Other homeowners are taking notice.
NpS
(Pennsylvania)

Posts:3367


04/12/2019 7:29 AM  
Posted By CathyA3 on 04/12/2019 6:22 AM
Posted By NpS on 04/11/2019 6:35 PM
Hi Cathy

Don't know what your circumstance is (# of units, type of homes, etc.), but I can see your dilemma with a 3 person board. High risk of having 1 domineering, 1 compliant, & 1 shut out of the decision process.

Would it be feasible for your HOA to grow to a 5 person board? Can you get support among your owners to make the change?



We would have to amend our governing docs that call for a 3-person board. Frankly, we often have trouble filling all three positions, and with a 5-person board we wouldn't have a quorum. I've lived in the community since 2006, and this is a new situation for us. We may have had some mediocre directors in the past, or I may have disagreed with some of their priorities, but I've never experienced having a board member that feels entitled to redefine the job to suit her own purposes.

On the other hand, a truly bad board should get folks' attention sooner, and with luck there will be a revolt. I've already seen some signs of it. The other two directors are dog owners, and so far they've been reluctant to send violation notices to owners who aren't cleaning up after their pets. Other homeowners are taking notice.




Just a thought. Maybe not even worth the bother.

If you could get support to make doc changes so that your HOA could have a range anywhere from 3 to 5 board members, then maybe:
- you can stay with 3 for now, but if there's enough unrest sometime down the road, you might be able to get 1 or 2 to step up.
- no one has to go head-to-head with her to replace her, which to my way of thinking, is probably your greatest obstacle.
- if you and a few others are willing to put in the time, you could go door to door to get the signatures you need to change your docs.
- i've done the door to door thing when mailings don't get the needed #s to make a change. You'd be surprised how many people will join you if you present it as something that's good for the community, not something to get back at the evil one.

Like I said, just a thought.

Je publie un degagement de toutes responsabilite. Read all posts at your own risk.
GeorgeS21
(Florida)

Posts:1227


04/12/2019 8:45 AM  
This sounds like a dead end.
CathyA3
(Ohio)

Posts:256


04/12/2019 10:18 AM  
Posted By GeorgeS21 on 04/12/2019 8:45 AM
This sounds like a dead end.




Yup, I've decided that the benefit of fighting isn't worth the effort needed.
NpS
(Pennsylvania)

Posts:3367


04/12/2019 11:04 AM  
Why a dead end George? It might not be worth the effort for Cathy, but it could improve her situation.

Today, Cathy has 2 constraints: 1. The docs; 2. The dictator.

Getting down to just one constraint could make it easier to get rid of the dictator later.

The only other options appear to be: 1. Wait til dictator moves or dies. 2. Wait til apathetic homeowners are ready to revolt.

Those 2 options look more like dead ends to me.

No matter what anyone does, it can take years to get rid of a dysfunctional board, or to get enough fresh thinkers in place so things can start moving in a positive direction. Sometimes one step at a time is worth the effort. Sometimes not.

Cathy is apparently burnt out. She deserves a break if that what she's ready to do.


Je publie un degagement de toutes responsabilite. Read all posts at your own risk.
GeorgeS21
(Florida)

Posts:1227


04/12/2019 1:18 PM  
I understand and feel her pain.

But, her main avenue to fixing the issue is to be a part of the board - sure, she could organize the neighborhood, but that is a LOT more work than staying and fighting on the board.
RoyalP
(South Carolina)

Posts:770


04/26/2019 8:43 AM  
OH ~ MY ~ CREATOR


I agree with George
KerryL1
(California)

Posts:6350


04/26/2019 9:06 AM  
I almost didn't notice Cathy's posts. I think she shoulda started a new thread. But there's a lot here, so.... here goes.

I was a director who DID stay on once our board moved into electing and supporting a president who thinks she knows everything. We had a vacancy and a minion also was appointed. Then another vacancy which was left open until the annual meeting, Oct.'18, 6 months later. At that time, I decided not to seek reelection as I was getting nowhere re: supporting our documents, following our state statutes, etc. (I'd had several years of success prior to 10/16, when things stated getting bad.

Now on the outside and working with other owners, we're fighting the board's worst decision and regularly attending monthly open (required in CA) meetings to fight them. We're preparing for 10/19 annual mtg. when it's looking like we get our Board back. Two men who were elected last Oct., will, we believe, support us now that they've seen first hand how dishonest the prez & VP are.

There would have been no benefit to my community if I'd been reelected. So we're trying this other approach that has involved some mailers, etc.

When's you election Cathy?
TimM11


Posts:258


04/26/2019 11:31 AM  
I agree with Kerry. Sometimes getting on the board is the way to fix issues, but it doesn't always work if you don't have numbers on your side and people who feel they can do whatever they want. Plus, you may not want to be associated with some of the things they do. When that happens, the best thing to do can be to cut them loose from your life and let them implode on their own, then fix things once the dust settles.
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