Nepitisim and Executive session

Chris,
The first thing that you need to do is to gather as many other members as possible and get all 3 of the BOD members that are guilty of this gross misuse of power, recalled. You will need to check your documents to see if 2 members of a family can be on the same board. And check how to do a recall according to your State Statutes.

The "use" of Executive Sessions is bogus and you other Board members need to call them on it. Thar is why you will need other member support. We read this happening all too often and it amazes me that other members of any association take this sitting down. Go Get Um!!

Donna,

We have already brought together a group of people. As many as we could, as I said, about 25. At our meeting we agreed from that 25 we would work on bringing in more.

As far as getting members recalled, one of the issues we face is the controlling interest on the Board, controls the Board. The go even further than that by putting out their own newsletter that fabricates lies and distorts the truth and makes unfounded and baseless accusations.

The homeowners are left looking like they are reacting to the problem and not acting. The homeowners in the dark see the "group" that has already been labeled troublemakers in the Presidents and secretary's "newsletter" as being upset not because they are concerned about our community, but upset because of how they were portrayed in the newsletter.

Our By-Laws stipulate a special meeting process with quorum. In my community thats 222 of 368 homes the first meeting dropping by 1/2 at each subsequent meeting. Were lucky if we can get quorum the third time around. That means that because the president has the power to set meetings, he can set each meeting 45 days from the time that it was requested.
So if it takes a month to gather the sigs in a petition to call a meeting the president can set each meeting out 45 days thus 45 x 3- 135 days if it takes 4 meetings your talking about 6 months to get a vote!!

The proxy rules here are also pretty tough. A homeowner can only carry one other proxy from other homeowners. Thus I can go out and collect 20 proxies to help make quorum.

I am very fimilar with our rules which is why were trying to change them!!!

Our bylaws say that one person per household is considered a "voting member".

And one member per household is eligible for Board position.

Executive session minutes are supposed to be confidential, however, most Boards don't go into ES untless it's to discuss disciplinary, staff or legal problems.
The minutes from these ES session are confidential, however, the results of them are not necessarily. (example, if the ES voted to oust a member, the public would know about it eventually)

The General Membership can vote by a majority for the Board to release the minutes of the Board meetings, but not ES minutes.

You don't say who else is on this Board, but I have never heard of 3 people isolating themselves to run an organization. Are all other positions on the Board filled. If not, they need to be.

Look in your bylaws on how to call a Special Meeting to discuss the Board's behavior and consider a recall of those officers.

Paul, I believe that we also are only required to have a yearly meeting. However even if the public isn't invited per-se, the Board still does not have the right, in my opinion, to declare all meetings "executive" and hide the results of the decisions made at those meetings from our homeowners. To deliberate in an executive session is one thing, to "hide" the result of those deliberations is another.

As far as the community assoc. network. All of the laws that it points out only apply to governmental agencies. They have no bearing on public corporations. There is however a provision in the "non-profit corporation act" in my state that says that all decisions made by a board must be done at duly called meetings unless a member can unanimous written consent from all members.

Our By-Laws do not address these issues.

Susan wrote: "...I have never heard of 3 people isolating themselves to run an organization." Where ever have you been spending your time Susan? Have you been reading these posts very long? This is a common theme of discontent. Harold

ChrisB4: I am unsure of what 'news' or updates you feel you are entitled to that you are not getting from the Board.

If your documents state that there should be one open meeting annually and the Board is fulfilling that dictate, then what else do you feel is necessary?

At the very least, the Board should be holding an election annually, and should be sending a proposed budget for the forthcoming year prior to the meeting so members can review and be prepared to approve or disapprove.
Other than ensuring that the Board is fulfilling their fudiciary duty, do your documents state that they are bound to impart other information to members on an ongoing basis?

Do you have a newsletter in your association? Do you have a Social Committee, Architectural Control Committee, Violations Committee, Dispute Resolution Committee? If so, perhaps you could volunteer to be part of the 'business' that is being handled through these committees. Also, you can nominate yourself for the next open Board position and get in on the 'inside' to learn where you may be of help.

If you and other like-minded residents feel that the Board is keeping pertinent info from the community, then you need to address this with them. You don't really state what info you feel they are keeping from you; but, your documents should dictate what info the Board is to communicate and how often.

Paul,

First, I am a member of the Board in question. Specifically the VP. The President and Secretary are husband and wife respectively. The Treasure is a neighbor and friend. They have the majority and break our By-Laws and state law on a fairly regular basis. But since all the records of these meetings are being withheld from the public and I'm bound to keep these items secret, what can anyone do? To hold a session free of the public is one thing. Why does a Board need to conduct all business behind closed doors without minutes? How can the homeowners judge if the Board or certain members of the Board are doing the things they need to do. By the time the homeowners realize there are things that aren't being done right, it may be too late. The damage is done.

I'm working on an amendment to our By-Laws that would change the nature of our executive session to prevent the abuse that is occurring here now.

In the wonderful state of WV, we don't have much in the way of laws that help us in these cases. I'm extremely familiar with our state laws regarding HOA's and non-profit corporations. There just isn't much there. Calls to our States Attorney's office, the Secretary of State's office and 2 of my county commissioners turned up very little in the way of help. Our By-Laws are basically what we go by. And these sorts of questions aren't in there.

I picked piece meal from the web and adopted the following to fit our asscociation....

-------------------------------------------------

Proposal for the amendment of the By-Laws of the *** Homeowners association, specifically to define the term Executive session and the conditions in which it may be invoked.

Executive session:
Definition: "Executive session" means any meeting or part of a meeting of the *** Homeowners Association Board of Directors which is closed to the public.

(a) The governing body of *** Homeowners Association, herby referred to as the Board of Directors, may hold an executive session during a regular, special or emergency meeting, in accordance with the provisions of this section. During the open portion of the meeting, prior to convening an executive session, the presiding officer of the governing body shall identify the authorization under this section for holding the executive session and present it to the Board of Directors and to the general public, but no decision may be made in the executive session.
(b) An executive session may be held only upon a majority affirmative vote of the members present of the Board of Directors assuming quorum rules are met. The Board of Directors may hold an executive session and exclude the public only when a closed session is required for any of the following actions:

To consider the following:

(A) Matters arising from the appointment, disciplining, resignation, discharge, or dismissal of a member of the Board of Directors or any member or members of a committee working with the authority or appointed by the Board of Directors; or
(B) For the purpose of conducting a hearing on a complaint, charge or grievance against a member of the Board of Directors or a member of the *** Homeowners Association, herby referred to as “homeowner”, unless the member/s or homeowner/s requests an open meeting at the member/s or homeowner/s discretion.
General personnel policy issues may not be discussed or considered in a closed meeting. Final action by the Board of Directors having authority for the appointment, discharge or dismissal of an individual shall be taken in an open meeting;
(3) To discuss any material the disclosure of which would constitute an unwarranted invasion of an individual's privacy such as any records, data, reports, recommendations or other personal material of any educational, training, social service, rehabilitation, welfare, housing, relocation, or the individual's personal and family circumstances;
(4) To plan or consider an official investigation or matter relating to crime prevention or law enforcement;
(5) To develop security personnel or devices;
(6) To consider matters involving advance construction planning, the investment of public funds or other matters involving commercial competition, which if made public, might adversely affect the financial or other interest of The *** Homeowners Association.
(7) Nothing in this article permits a public agency to close a meeting that otherwise would be open, merely because an agency attorney is a participant. If the public agency has approved or considered a settlement in closed session, and the terms of the settlement allow disclosure, the terms of that settlement shall be reported by the public agency and entered into its minutes within a reasonable time after the settlement is concluded;
(8) To discuss any matter which, by express provision of federal law or state statute or rule of court is rendered confidential, or which is not considered a public record within the meaning of the freedom of information act.

The Board of directors may deliberate in executive session but no decisions, resolutions, or motions may be adopted in executive session. All business must be conducted in an open portion of the meeting.

So I can assume you agree with the rest, less that provision?

The point is that one way or another homeowners are entitled to know the result of decisions made by the Board, not necessarily the circumstances surrounding the decision.

Perhaps the last paragraph could be reworded?

Suggestions?

Your task will be to get the membership to approve - not me!

The main thing is to be sure this amendment is consistent with the rest of the bylaws. There are many subject areas listed in this amendment, but does the board have the actual power to deal with them?

Also of concern . . . section (a) "but no decision may be made . . ."

and the idea that no decison on personnel hiring/firing, etc. can be made.

Most boards go into ES to discuss and make confidential decisions on staff, finances, legal issues, discipline (or to get rid of the audience in attendance)

I think he is concerned about Board meetings being held in "chronic" Executive Session. He does not like the secrecy aspect of them.

- Is the membership clamoring for information?

Most of the membership has no idea information is being withheld, but there is a group of people that regularly volunteer for committees or are ex-Board members who understand the process and realize what is happening is wrong.

- Are members being vocal and writing their concern over lack of communication?

See above.

- Has the Board been petitioned to openly present minutes/decisions made?

Yes, the President has stated that he is the authority and that any information given or meetings allowed to attend is a privilege given to them by the President.

- Has the membership expressed a desire to recall the Board?

Again, most of the membership has no idea, but every time someone asks what is going on and their told, most are concerned, many have decided to get involved. There is a campaign forming now to reach out to more people, but because the President's wife puts out a newsletter and she makes baseless accusations like "there is an isolated group of troublemakers" or "the Board is made up of 4 hardworking family men who care about the community", presumably I'm the 5th. Other things like, "the troublemakers have tried to get rid of every president we have ever had. We have had 3 since the community took over from the developer. Admittedly, most have had little experience and the only one that homeowners attempted top remove was one who gave our mowing contract to himself and then paid himself to mow, in the end it worked out to be 2 times more than he said.

The process here is very difficult and requires a lot of time. Its a lot easier for 3 Board members to unite and stay united than it is for 60-100 homeowners.

The Bottom line is the President has everyones attention. He and his wife send out there own newsletter with their own extremely biased opinions. The rest of us as we reach out appear to the uniformed to be angry homeowners reacting to his preemption.

Now the latest, after a meeting last night, is that I informed the President that there would be some upcoming proposals to amend the By-Laws. He got really defensive and demanded to know what would being added or changed. He said it was all a plan on my part to become president (this guy is really delusional, he sees conspiracy's everywhere) I asked him how he interpreted our By-Laws so I could follow the rules the way he wants them followed. He refused to give me his interpretation, making all kinds of excuses. I pointed out the the rest of the Board that It was important to interpret them before a change was proposed, to do so after would only bring accusations that the Board is only interpreting the rules to make it more difficult because they don't agree.

As far as a lawyer, that's a stretch, who is going to pay the $250 an hour?.

I'm going to create a new post on the By-Laws topic as I'm really getting away from the point of this thread which was about two members from the same lot serving on the Board.

GlenL: Not sure you read early on that Chris is a Board member in his association. He is the V.P. and is very concerned over how the Board Pres. with wife and friend (also Board members) are holding the majority of votes on Board decisions.

Are you really advising that Chris, as V.P., and HIS band of 25 could put out his own newsletter explaining his side of the story, while also holding a Board position ?

I live in the panhandle (NE corner) of West Virgina, so no, everyone here is not related. When we all fled from the high prices of the DC, MD and No. VA housing markets we came here and kicked out all of the natives....lol. Truthfully, true West Virginians don't consider the panhandle, part of WV! I admit I starting busting out about what you said.

There is a community newsletter run by committee (all of whom appose the President), but we all agreed that that letter would not be used to advertise the faults in our Board. They continue to take the "high road". There is of course the Prez and his wife's newsletter and many of us felt another newsletter would be overkill. However I know an owner at the only entrance to our 368 home community and she said I could advertise a website on her property. Of course the Board will make her take it down, but It only needs to be there a few days.

Yes my spelling and grammar suck, I know. I paid a lot more attention in history, science and literature than I did in grammar. It shows. believe me I sit on important stuff like that for days before I send it out, though the funny thing about that is the Prez and his wifes newsletter has 3-5 typos and errors per page in every letter....it's really comical.

Our documents say, specifically that each homeowner can only carry ONE proxy and that proxy shall ONLY be counted toward quorum NOT to vote.

You said -
"Our documents say, specifically that each homeowner can only carry ONE proxy and that proxy shall ONLY be counted toward quorum NOT to vote."

So your annual meeting could be 1 guy with 100 proxies, and 10 other live bodies!!??

And passing motions takes a majority of (live) voters present? Amazing!!

Chris I thought maybe I had been too hard on you so I went back and re-read your posts from the beginning and a common theme appears. Everyone else is doing wrong and you are the voice of sanity in a confused and troubled HOA; if only they would do as YOU say they could be led into the Promised Land of HOA bliss.

By your own admission you were on the committee to re-write your by-laws so you should know whether or not the wife can be appointed and who did appoint her; her husband or the majority of the BOD and was it proper? And why did you let such an asinine proxy rule in?

Again I reiterate - You can whine and complain to the people on this site, who can DO NOTHING to change YOUR community about how bad things are or you can do something about the alleged problems. In almost all of your posts when people don't jump immediately to your side and agree with you, you complain that we just don't understand you.

Now that may be a fair reaction, by your own admission your spelling and grammar are not the best and maybe you're simply not getting your point across. Or it could be that since most people seem to disagree with you that you don't have a clue and just want to complain; only you can decide that point.

As I said I went back and re-read all your posts back to your flow charts to micro-manage the day to day operations of your community. I know this is off topic but I have to ask if perhaps you work for the Government?

ChrisB4: Be sure you are understanding what 'bringing one proxy yourself' means. A proxy is used when a member wants to give their authority to another member to vote on their behalf and in their absence.

I question the interpretation of, as you quote, ..."each homeowner can only CARRY ONE PROXY and that proxy shall ONLY be counted toward quorum NOT to vote." Perhaps the 'proxy' form your association has used is meant as a proxy to meet quorum; however, a proxy can be used very effectively when member attendance is low. A member not able to attend a meeting in which there will be a vote taken gives HIS proxy/authority to another member who will attend and vote on the absentee's behalf and as the attendee chooses.

Chris B 4. Do the newsletter and mail it or deliver it door to door. It is the only way you'll see change in your association. Sunshine works.

60% (approx 222), dropping by 1/2 at each subsequent meeting.

Our By-Laws say one vote per lot. Does that include votes of the Board of directors? Some here may say yes others may say no. I believe a vote is a vote. So in that case I believe that even though she was appointed to the Board, I think they Board refused to consider this point (that I read to them) and appointed her anyway.

25 lots are represented, and after yesterday people representing another 7 lots came and voiced their opposition. Literally everyone at our monthly public meeting oppose him. The number of PEOPLE, is closer to 45, I'm counting lots (votes).

A member called for his (the president) and the people their offered to sign a petition on the spot. The president said they would have to file a formal petition before it would be recognized. I offered to show the homeowner how that was done. No more no less. I told the people in the room that I oppose much of what the Board has done, but that my participation would be limited to answering questions on matters of proceedure and questions that I am allowed to answer as a Board member. I said I would not get involved beyond that as I am in a position where I could be accused of trying to "take over". I believe a lot of people respected my position and they do not include me on there emails between each other when they talk about planning his removal, which looks like it may come next week.

There is nothing that I can find in our state law that prevents the Board from enforcing the proxy rule as it sits now. That is something I will work to amend in the future.

Thanks for getting back to me on this. (I write this in a terrible hurry, my apologies for typo's and such)

Chris

Bill,

Holy mackeral, is that information correct? It sounds like the Board would have to publish the February meeting agenda on the same day they're having the January meeting, if they're 30 days apart.

What happens if something on the January agenda doesn't get decided, or if something happens between the January and February meetings, do they have to be pushed back until the March meeting so they can be on the agenda publiched in February?

People already complain about the glacial pace that HOAs respond to the owners. Wait til they find out that it's going to take two months for the Board to even discuss replacing a broken window or fixing a broken elevator...