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Subject: Irrational Board Member
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LisaS
(Illinois)

Posts:341


06/26/2006 7:44 AM  
I suddenly find myself in an unfortunate situation.

I am on the only female member of a 5 member single family HOA Board. It is a very long story, but it culminates in a member of our Board personally attacking me, using slander, spreading untrue rumor and gossip, and threatening lawsuits. I seem to be the victim of choice- either because I am the most outspoken on our Board, have the trust of the other members, or am a woman. I am unsure which.

He has an irrational view that myself and our the remainder of our Board have somehow treated him badly. We have only tried to include him (he is a new member), accomodate his excuses that he is 'too busy' to help on many things, and hold him accountable for things he promised to do but never completed. Over 8 months, he has done nothing but show up at a few Board meetings and answer a few emails. Our association is self managed- so this is a huge problem. At one point, he even 'disappeared' for 4 weeks with no response to Board emails, phone calls, visits to his home, or attendance at Board meetings. His excuse? he was angry.

Following his 4 week absence, we collectively asked that he either participate or resign. He finally responded, and chaos has ensued. he refused to resign and our documents don't provide for removal. So to do so would not be easy.

This Board member is an attorney. He has now demanded every Board email ever written to be delivered to him. As well, copies of any and all letters we/I have written regarding violations. He also refers to 'a list of those I have screwed over' and telephone numbers for them. He wants them copied and sent immediately and he will pay the copy cost. Or of course...he will sue.

We are a not-for-profit in Illinois. My understanding is that when requested in writing he is enitled to records of account, declaration, plat, list of members, etc. Public records. however, not emails or violations. It is more complicated because he is a Board member.

Should we deny his request, ignore it, give these things to him? What if he disseminates the violations we have written? It exposes us to great liability due to privacy concerns (not anything we have done wrong).

Also...if he is a Board member and he sue the "Board", is he not also suing himself? We are exempt from personal liability as we have done nothing wrong.

Thanks for any help or thoughts. We are supposed to meeting with this malcontent this evening to clear the air (if he even shows up...)

Lisa

BradP
(Kansas)

Posts:2640


06/26/2006 8:14 AM  
Lisa:

Wow...I would definitely put on your agenda to change your bylaws to provide for a way to remove a board member, these are the kind of people that make self managing very hard.

To deal with him now, I would talk to him and see why he needs this information and try to calm him down and if he is hostile towards you let some of the other board members do the talking. If he insists on getting the documents, then you insist on having him submit a written request, which will buy you time and hopefully let him cool off.

I wouldn't think that emails and violation notices are subject to any records request, even if he is a board member and I would tell him you object to releasing those. Personally I would agree with you that I wouldn't want him to have that for fear of personal information getting compromised. As for the emails, if he was copied on all of them, he shouldn't need a copy anyway.

I think his threat to sue is just a threat, nothing more. He is just trying to throw around that he is a lawyer and thinks you will buckle. I would focus on calming him down and getting to the root of what is going on.

Wish I could be of more help!
GeraldT1


Posts:0


06/26/2006 8:18 AM  
LisaS - Do not ignore the request, and you should probably not deny it either. Let him sue, he's only suing himself and his neighbors. He's bluffing, he's an attorney and knows better that sueing is not worthwhile.

Does the Board have an independent attorney? The Board should have one on retainer or at it's fingertips, and be present for a few discussions regarding this board member.

However, the only emails this board member should recieve from the board are those emails that were written to the board as a collective. Shouldn't this board member have recieved those already? A simple statement to the effect that this board member was the recipient of all board related emails provided to the board as a collective and to please review his records for receipt.

As for letters written regarding violations, what is the purpose of his wanting these? He should tell the board the purpose. If you provide them, do so with a caveat something to the effect that the information contained is sensitive to the unit owners and must not jeopardize the potential for the board to seek compensation as part of the violation and alternative dispute resolution process. Any dissemination of the information, verbal or otherwise is striclty forbidden and will result in immediate termination of board member status.

Your board should establish some working policies to keep board members in line, attendance, and proper conduct being two of them.

I would lay down the law of the association with this board member and get him in line. Make his requests and communications public by discussing them in open session and getting it all into the minutes in a non-opinionated objective way.

The best way to stop an association bully is to confront him as a team and expose him in public.

GeraldT1
LisaS
(Illinois)

Posts:341


06/26/2006 8:26 AM  
Thanks for the response. This man is hostile and irrational with the entire Board. I just seem to draw the most ire.

There seems to be no calming him. We have tried placating his odd behavior, but it seems to only get more intense. I agree on the emails...and on the non-public documents as well. Just wanted to see if anyone else thought that way as well.

The very sad fact is that the other four members on our Board get along extremely well, and have been very effective in running our young association (18 months). Our president offered to meet with him, and advised him that it would be taped. He then later stated that all Board mebers would be nvited toattend, as it is a Board issue. The angry member then replied that he would not attend. (I don't know if it was the taping that scared him away or the show of unity).

So, we will meet tonight with or without him to find a solution to this ridiculous distraction. In the end if he sues, so be it. We have insurance to cover expenses, and have nothing hide. If we need to spend association funds on this matter, I don't seem to think that the members will be very happy with him.
Again- Thanks!
EdR
(Texas)

Posts:170


06/26/2006 8:27 AM  
Lisa:
I do not know the structure of your HOA and not anything particularly about Illinois law. However, I have been in a similar situation (actually worse--I was assaulted by a homeowner who was estranged from his wife who lived in the association)--because the board lawyer (not on retainer) sent him a letter to cease and desist, he got mad and started slander and defamtion to be cute and because he refused to shut up (typical bully). Now, the way the insurance (Directors and Officers) works is that it covers directors who ARE BEING SUED. It would not cover the director who is suing. Even though he is a lawyer, suing the board would be suing himself too. Except if he's handling his own suit (pro se) he'd not be covered by the insurance because he's the suer not the sue-ee. First and foremost, is what do your deed restrictions (CC&Rs) or Bylaws say about enforcing deed restrictions? If it is the job of the board to enforce them, you can be sued for NOT enforcing them. This is why the guy in our assn. (actually he had moved out but still responsible for his actions) was mad---he didn't want anyone inspecting for violations, and in fact, his property DID NOT have a violation--he was just unreasonable and angry--basically a road rage situation.

Having said that--the lawyer/director cannot sue for being asked to resign from the board. If the other directors are on the same page about his unreasonableness and anger, then collectively ask him, again, to resign. Other wise (depending on your bylaws--a percentage of voters/homeowners have to sign a petition to recall him, after a special meeting of a percentage is called). Even then, he cannot sue over being recalled. If he does not, let him sue. Let him sue anyway. It will probably be a waste of his TIME because your board will contact your insurance company immediately and they will assign lawyers to defend the rest of the board for whatever his claims are. Your insurance company will cover your costs and not his. But the association will pay in the end by higher insurance premiums which will also affect him. It sounds like he wants to run the whole show. Bottom line---D&O covers a directors or officers mistakes or neglect of their jobs or positions--if there is not a problem, he's probably facing a countersuit for a frivolous lawsuit. You can't inform the insurance company until he actually files, but keep that in mind. It sounds like he's being the typical "I'll scare the hell out of you because I'm a lawyer" bullying tactic. If he's got the TIME, your insurance company has the money. I sure hope you have D&O insurance.
EdR
LisaS
(Illinois)

Posts:341


06/26/2006 8:30 AM  
Thanks Gerald. I think the biggest purpose for asking for the violations is making me have to go through 300 files and make copies so that he can use them to claim I am an evil power monger who attacks the innocent (all of our violations are decided collectively as a Board...I have no discretion to send them alone).

I agree- a public meeting might bring light to the community. His position and actions are indefensible. And the other Board mebers are united in their opinion. I will suggest it this evening.
LisaS
(Illinois)

Posts:341


06/26/2006 8:32 AM  
Thanks Ed...you made me smile. A tough job today!
EdR
(Texas)

Posts:170


06/26/2006 8:34 AM  
If he's on the board, of even as a member of the assn., he can go thru the files and see the info. I would say that he is looking for something that was said about him in order to justify his defamation of others. That is usually what happens when someone defames. I will assure you that emails and written defamation are serious, but if there is nothing in those documents about that director/lawyer, you have nothing to worry about; and any documents should be about property--not individuals.
EdR
JulieS
(Georgia)

Posts:412


06/26/2006 8:36 AM  
Our documents allow for the removal of a board member if they have two unexcused absences of board meetings. This guy is not being a team player and does not hold the association's best interest at heart. He is being irresponsilbe as a board member and not performing his duties in which he was elected to perform. This type of attitude is not good for the association and is very frustrating and unproductive for the remaining board members.
EdR
(Texas)

Posts:170


06/26/2006 9:30 AM  
Our bylaws allowed for two consecutive absences, and they didn't have to be excused--in fact there was no provision for telling anyone you wouldn't be there. You could miss two, go to one, miss two more, go to one, etc. However, to disappear for four weeks might mean only missing one meeting, but if he missed two in a row, the board can get together and remove him because it states that in the bylaws, without the other issues having to be considered, which would be the easiest way out. If a director has a problem, like an illness, discussing it with him and working something out is the right thing to do, but in this case, use the system.
EdR
LisaS
(Illinois)

Posts:341


06/26/2006 10:30 AM  
Thanks all.

We honestly have nothing to hide and are not afraid of 'legal' repurcussions of any action we have taken or comment we have made. However, if you remove the context of these things and disseminate the info with your own personal agenda in in mind...it can really get twisted in the translation. Never mind the privacy issues for those being 'defended' without their knowledge.

The Board member in question came by unexpectedly one evening and asked for the file for his lot. He is a Board member, so it was given to him for review. That was nearly 2 months ago. Basically, he has stolen it and refused to return it. We had issues with a previous homeowner regarding his use of the common area abutting the home (basically,he took it over for his exclusive use to the detriment of everyone entitled to use it). The file is thick, and contains signed agreements between the Board and the individual. Things we need. Lesson learned.

JulieS
(Georgia)

Posts:412


06/26/2006 11:24 AM  
Does the association have an attorney on retainer? I would have an attorney send this guy a letter to return the file and its contents immediately.
RogerB
(Colorado)

Posts:5067


06/26/2006 2:18 PM  
Lisa, I NEVER allow anyone to remove association files or even review them without being present supervise them. Any member has the right to review the association's files which, if you are incorporated, should be maintained by the Registered Agent of the corportation. In Colorado copies of files requested may be charged $0.15 per page. Plus, as the Managing Agent, I charge my hourly rate as well for the time involved in retrieving properly requested files, refiling, supervising, and making copies. A request to review the files is only allowed for an acceptable purpose and files which could be involved in legal actions are usually not provided on a routine inspection.

Perhaps you could set up similar procedures. For files which have been removed I would give that person 10 days to be returned or there would be a fine of $XX. And the fine would esculate $X each additional day until returned.
LisaS
(Illinois)

Posts:341


06/26/2006 2:58 PM  
The wrinkle is (my post was wrong and it is easy to miss...) The individual is a current Board member. And he is an attorney.

Normally I would NEVER release the file to anyone. But as he is on our Board I assumed he would return it. I was wrong.
HaroldS
(Arizona)

Posts:906


06/26/2006 4:52 PM  
Plus, as the Managing Agent, I charge my hourly rate as well for the time involved in retrieving properly requested files, refiling, supervising, and making copies. >>
Roger - Arizona just passed a law regarding this. It forbits charging a MEMBER for making documents available for review. Some interpret this to mean that management companies can still charge the association for this service, but the association cannot pass this cost on to the member. They can charge the member 15 cents each for making copies. But no charge for the time finding the document or copying it or refiling it. Harold
LisaS
(Illinois)

Posts:341


06/27/2006 9:18 AM  
UPDATE:

Our Board met last evening...minus the disruptive member. The day before he claimed he would attend every meeting because he was not intimidated by us. He requested a meeting, and then refused to show up. Instead he stayed home and wrote 20 (yep..20) extended emails on subjects beating a dead horse....

We will be contacting an attorney today to see what we can/should do. He sent written statements claiming he is going to 'publish' emails that i have sent, and will sue us if we don't provide him with what he wants. Basically, lawyer tactics.

I had sent an email the day before clearly stating that I saw his personal attacks as harassment,attempted intimidation , and bullying that had nothing to do with any Board related function. So, he of course apologized for my 'perception' because that was not his intent- trying to cover himself.

I plan on just letting this guy talk..and talk..and talk. Unless there is a question invoved or something that requires action we have 4 Board members, all in agreement, all functioning. Hopefully, in the end truth prevails.
BradP
(Kansas)

Posts:2640


06/27/2006 9:32 AM  
Lisa:

Sounds like you have a typical bully who is a coward. I would contact an attorney ASAP, my guess is all it will take is one Cease and Desist letter to him and he will realize that you can't be bullied. If you haven't already done so I would put a disclaimer at the bottom of all emails that basically says it is for your eyes only and confidential information. Unfortunately you will have to waste money on an attorney, but I think it is time to nip this before his head gets any bigger.
LisaS
(Illinois)

Posts:341


06/27/2006 10:07 AM  
Thanks Brad...I missed the very simple and obvious solution regarding the email: confidential disclaimer. I guess when you are in the middle of it, you can't see the forest for the trees.

Although...I am sure he will have a clever 'attorney' solution and claim i anm afraid or hiding information from the public. It never ends....hopefully the attorney today will have good advice.
BradP
(Kansas)

Posts:2640


06/27/2006 11:12 AM  
Lisa:

Good luck, you have done better than me. Hopefully I will never have that type of a problem, but it gives you perspective on what can happen.

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