Rights and Duties of New Directors

I have just been elected to the Board and I have requested several contracts for review and was told that I would have to get approval from the rest of the BOD because they are confidential. I was told that I would have to read them on the premise and that I could not copy and take them home to review. The first day after election I was given a stack of all kind of personal books and documents that were confidential of which I had to sign for, but I am allowed to remove from the premise and review at my own time. My question is this; I was under the impression that being elected allowed me the right to review any organizational documents and to have the freedom to check every operation within the organization, without any interference from anyone. The document in question has to do with a service contract of certain staff members. There is nothing in the bylaws or CCR's that prohibit this. If my reasoning is correct, how would I go about enforcing my position?

Gee, I thought every member of an HOA, not just BODs, is entitled to look at any and all contracts the HOA enters into. At least in Florida per Statute 720. Is your State that different? Look into the State Statutes and Laws.

The poster asked about "Contracts" not contacts. I think they should be available for every member of the HOA to view and a copy should be provided to each board member to keep. Further, restricting a BOD member's access to a contract is a serious problem. Fiduciary responsibility dictates that every BOD member should review every contract. They are charged with ensuring that the contract specifications are kept and can not possibly do so without seeing the contract.

You may have a problem similar to ours in that our manager doesn't seem to grasp that the BOD is in charge. She has said that we will need to get "authorization" for several things and suggested that we might somehow be prohibited from having a copy of our documents in Word format. (The president and I intend to meet with her boss to straighten things out.)

As for contacts, I also think the BOD member should have a copy of them to keep with them.

Albert,

You are a member of the board and are entitled to see any contract the board has entered into, whether or not it contains confidential information. The fact that you cannot take a contract off the premises is one thing, but you should be able to make a copy of it (minus any truly sensitive material) and remove that copy. IMO, your manager needs to be reminded that he/she doesn't make the rules!

Mike - sure wish you would have started a NEW thread!

YOU have no "exposure" - you are new and not responsible for the good or bad the Board did in the past.

Have you had a one-on-one with the president to lay out your concerns? What steps have been taken to recifiy these issues?

If you have and are not getting action, be sure that your concerns are listed at the next meeting and documented in the minutes. Write a letter to the Board stating these issues and ask that is be considered an official communication and an attachment to the minutes.

Then volunteer to establish compliance committee to get these things straightened out.

P.S. If there was no annual meeting, HOW did you get on the Board???

Magda not all States are the same in Ohio there are some things we can prohibit the general membership from seeing:
5311.091 Examination of books, records, minutes.
(A) Except as otherwise prohibited by this section, any member of a unit owners association may examine and copy the books, records, and minutes described in division (A) of section 5311.09 of the Revised Code pursuant to reasonable standards set forth in the declaration, bylaws, or rules the board promulgates, which may include, but are not limited to, standards governing the type of documents that are subject to examination and copying, the times and locations at which those documents may be examined or copied, and the specification of a reasonable fee for copying the documents.

(B) The unit owners association is not required to permit the examination and copying of any of the following from books, records, and minutes:

(1) Information that pertains to condominium property-related personnel matters;

(2) Communications with legal counsel or attorney work product pertaining to pending litigation or other condominium property-related matters;

(3) Information that pertains to contracts or transactions currently under negotiation, or information that is contained in a contract or other agreement containing confidentiality requirements and that is subject to those requirements;

(4) Information that relates to the enforcement of the declaration, bylaws, or rules of the unit owners association against unit owners;

(5) Information the disclosure of which is prohibited by state or federal law.