Majority making decisions w/o the minority

ChrisB4 (West Virginia)
Posts: 175

Posted:

I am on a BOD. There are 5 members. The majority consists of the President and 2 members he hand picked after the previous 4 members quit. The minority is made up of two members who were both elected by the membership.

The majority talks via phone and email making decisions about how the community should be run, how and what the community should spend money on. These decisions are made without ever consulting the minority, until after the fact. For example, when the ARC notified the President he was in violation of the CC&R's, the majority voted to remove them and banned them from serving on any committee indefinitely.

We have monthly BOD meetings, but often meetings are held in between, where the majority accommodates one member who can only meet on one particular day. That member is the Member-at-Large. A position that carries the title of director, but not officer.

Our By-Laws DO NOT address these issues. State law does not address these issues. Common sense does, but we don't seem to have a copy of that lying around.

Though it can be impractical at times, unless there is unanimous approval on a motion, all members should be invited to attend meetings where issues can be discussed and motions made formally, minutes taken and debate takes place.

Agree or disagree?

Does anyone know where I can find common sense procedures on these topics?

What does it mean, practically speaking, to be a director, but not an officer?

The minority should have the opportunity to sway the majority in debate, should it not?

RobertR1 (South Carolina)
Posts: 5,164

Posted:

Chris,
Your questions should bring on a lot of posts.

Let's start off by saying that taking your post at face value, there is probably not one poster here that will not condeem your situation. And as always we have to pick and scratch to find out more of the story. If we pulled out your question and answered them one by one, directly and all at face value, you would not gain much, because we can't do anything except give advice. So we are going to be shhooting with small caliber bullets. Knowing that, we can attempt to push you and pull you down a productive plan of action, and that should be what hangs over you right now. I don't think there would be a chance in hell trying to convince these guys to play by the rules and hear your two other members out. How they got there, director, officer or what have you, they are carrying the club. What you don't have to do is accept that as right, because it isn't right, and they know it better than you. To make a plan you re going to have to have knowledge, that comes from within your documents, and there is also the power, all you have to do is know enough about what you trying to do and find parts of your documents that will allow you to reach your goal, There will probably be some heavy stuff coming down on this thread, I suggest you prepare to understand it. There are solutions to your problems and nearly everyone of us started out wanting someone to provide them, and you will hear some of that. But stick around this site and see what it offers in the wys of information. It has a fantastic search feature that will take you directly to your questions, it haslinks that allow you to acquire all kinds of knowledge. Just to folow the active threads is worth a college course in the POA and the HOA or condo business. Then at some point a curtain drops and you start listening to yourselve, you begin to understand all this trepadation and hesitency and confusion you emote, has answers and you know them. You do not have to subject your life to this kind of treatment, it costs too much, it wears you down. Then you will stnad up, gather your trusty group of rebels and by following the rules, you will toss the bums out. It's all there, a prize waiting for that shining knight and a group of Sancho Panchos.
Are you up to the job, if yes, mount up, if not, find someone who is.

ChrisB4 (West Virginia)
Posts: 175

Posted:

Thank you for the reply....

In all fairness I re-read what I wrote. I don't think it was fair to say the majority NEVER involves the minority. There are those pesky monthly Board meetings that we are, by default, invited too.

What I meant to say is that there are a lot of situations between monthly meetings where things are discussed and debated and decisions made.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

Chris,
I think you and your #2 member might discuss among yourselves how to get the board to appoint you two on a committee such as grounds, or audit, or rule enforcement. or communications and start gathering your support in the neighborhood, by doing a good job, be visable, be friendly and ask for suggestion about matters at hand. Write up a good report, submit it to the board and ask for a new assignment and continue with your plan.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Quote:

Posted By ChrisB4 on 08/01/2008 5:03 PM
I am on a BOD. There are 5 members. The majority consists of the President and 2 members he hand picked after the previous 4 members quit. The minority is made up of two members who were both elected by the membership.

The majority talks via phone and email making decisions about how the community should be run, how and what the community should spend money on. These decisions are made without ever consulting the minority, until after the fact. For example, when the ARC notified the President he was in violation of the CC&R's, the majority voted to remove them and banned them from serving on any committee indefinitely.

We have monthly BOD meetings, but often meetings are held in between, where the majority accommodates one member who can only meet on one particular day. That member is the Member-at-Large. A position that carries the title of director, but not officer.

Our By-Laws DO NOT address these issues. State law does not address these issues. Common sense does, but we don't seem to have a copy of that lying around.

Though it can be impractical at times, unless there is unanimous approval on a motion, all members should be invited to attend meetings where issues can be discussed and motions made formally, minutes taken and debate takes place.

Agree or disagree?

Does anyone know where I can find common sense procedures on these topics?

What does it mean, practically speaking, to be a director, but not an officer?

The minority should have the opportunity to sway the majority in debate, should it not?

Chris,

For the sake of clarification, exactly how did the Pres. "hand-pick" his cronies for board positions. Did this take place b/4 you and your "minority" friend were elected to the board? I'm hoping this was the case, otherwise, I'm afraid you helped create the situation if you allowed him to do this.

In most instances when an individual is appointed to fill a vacated seat on the board, that person only serves for the remainder of the vacated person's term.
When will these two appointed board members's terms be up? Until that time, there isn't a whole lot you can do to change this situation. These cases of "cronyism" crop up all too often on HOA boards which is very unfortunate for the assn as all it does is cause dissension. And, no, you won't find this addressed in your gov. docs or in state law. Robert has given some good advice in suggesting you and your friend volunteer for a committee and show the assn members what hard workers you are -- get as many of the members as you can on your side.

You asked: "What does it mean, practically speaking, to be a director, but not an officer?" Since you didn't mention the election process, I'm going to assume (and I really hate to do that!) the directors are elected by the membership and they, in turn, decide among themselves who will serve in the various officer positions. In this case, a director and an officer have the same voting rights. The one difference between the two distinctions is that the officer will have certain duties to carry out pertaining to the office he holds. A director who is not an officer is often referred to as a "board member at-large".

ChrisB4 (West Virginia)
Posts: 175

Posted:

In the community we certainly have a decent amount of support. Virtually every member that attends our board meetings (about 30 homes worth, but never at the same time) apposes the majority. But the majority has done exactly what your supposed to do when playing unfairly. The have taken over all the sources of information (our website and newsletter) and use those as bully pulpits to totally confuse and scare the apathetic into staying uninvolved. Anyone that is involved are simply labeled as a "small group of troublemakers" under the direction of yours truly.

The majority is cleaver and their contempt is disguised with "good deeds". The Board voted to buy food for a wake (over $100) for a little girl in our community that had passed away. How do you argue that as a Board member without looking heartless? My suggestion was to allow the family to plant a tree in our public area. But that is one I choose not to tackle and I asked our infuriated resident's to drop the matter out of respect for the little girl and her grieving parents. The list of good deeds goes on, not all use our community funds and I don't mean to suggests that there isn't some real good that comes out of it, but there are ulterior motives in play, and the uninvolved are blinded.

The majority has even gone so far as to printing off everything I have ever written here, in this forum (anonymously I might add) as proof of my contempt and malice and dropped 40+ pages on the doorsteps of many of our community members (we have almost 400 homes). Of course the comments here about our problems were anonymous until he made them pubic.

Think I'm making this stuff up? I have come here to ask the collective sympathy of those that read this? I suppose you have to make that decision. I see no way to convince anyone, your either going to believe me or not. These are my allegations, and nothing more. I came here to seek advice, if you assume I am at least mostly correct (which I would appreciate). My next question is, where the heck do I go from here (no selling an moving is not an option, I wish it was).

Am I perfect, of course not. Have I made bad decisions in retrospect, sure.

But, I believe the interest of the homeowners come first. I think people should be allowed to question their board. I believe that all motions should be made at duly called meetings whenever feasible (exceptions being those that fall under executive session) and board members should have to use the pubic setting and that setting should serve as deterrent (no matter how small) to prevent the total disregard of morals and ethics those in my community have had to endure.

There is no forum to appeal too, or at least no forum I can see....

Perhaps I should just walk away? This crowd has a reputation of retaliation and has abused our towing policy (among other things) for that purpose. They stand at all the doors, they hold all they keys and have the HOA's money to throw away bullying people with our attorney. I have talked to attorneys who have told me I have a case against my own HOA (which of course I'm not interested in) and against the ring leader of this posse of doom. All I need to do is fork over $30k-$50k and they'll get started.

BTW, after eight months, the ring leader finally had to acknowledge a petition (submitted in in Jan) calling for his removal. He then, on his own, went to each and every house and, from the stories I have been told, said some mighty unkind words about me and managed to get enough sigs to hold a meeting for my removal. Now I welcome the forum to discuss these issues, but in our community we work things a little backwards. We send out votes asking people how to vote, then we have a meeting. I have neither the time, nor inclination, nor do I believe that the doorsteps of 400 homeowners is the place to have this debate. I have informed my supporters that I leave it in their hands. I refuse to stoop to the majorities level.

At the end of the day, I look at it like this. There is a sufficient number of people who are aware of the stuff that is going on. If they choose to do nothing, they will get the government they deserve.

Ok at this point I look like a raving lunatic, though I challenge any one of you to walk a mile in my shoes....

LynnoraR (Maryland)
Posts: 41

Posted:

In defense of a small community, I must say that we have evolved from a community with 8 board members in place who showed favoritism and disregard for the majority to 4 concerned homeowners who simply had enough. Within the past 6 years, our management company showed favoritism towards those previous members, sat on their butts and collected our money and DID NOTHING!! When I say did nothing, I mean I lived in my community for 2 years without getting a newsletter, notice or any type of communication from my HOA! We are only 38 units and we have NO amenities on our property, just 3 common areas that need to be mowed. We were being forced to pay over $400 a year for a place where my children had no where to play or convene!!! Talk about frustrated!! That was the end of the line for me. That is why I joined the board.

Since we've fired the management company our annual assessments have dropped down to less than $250 and we maintain our lawns and have a good percentage going into our reserve funds. We are learning as we are growing... yes we are coming across bumps in the road but we are sincere and concerned homeowners who stand out to make a difference.

IMO, my advise to you to first familarize yourself with your governing documents. Your By-Laws should address rules for joining the board and also removal of officers and/or members. Just because homeowners are not actually on the board, does not mean they dont' have a voice in matters that are addressed at board meetings. Certain actions cannot be taken unless a quorum of homeowners in the community are in agreement. If you feel that your board is working in its own "buddy system" reach out to your neighbors and bring them to the meeting. I found that a lot of things go on in board meetings because the members feel that they can get away with it. If only a small few and faithful homeowners show up to the meetings.... the thinking is that no one cares what happens and they have the right to make the decisions. Get involved and don't let them discourage you from speaking your mind!

LynnoraR (Maryland)
Posts: 41

Posted:

Chris... I'm sorry but it sounds like your BOD members need to get a life and/or a second job! There is no way I'm going to go to that extent (dropping papers off on everyone door) to get my point across. They simply sound like "busy bodies in other people's affairs", not concerned Association members! That is just crazy. I hope things are getting better for you!

ChrisB4 (West Virginia)
Posts: 175

Posted:

Quote:

Posted By MaryA1 on 08/01/2008 8:23 PM

Posted By ChrisB4 on 08/01/2008 5:03 PM
I am on a BOD. There are 5 members. The majority consists of the President and 2 members he hand picked after the previous 4 members quit. The minority is made up of two members who were both elected by the membership.

The majority talks via phone and email making decisions about how the community should be run, how and what the community should spend money on. These decisions are made without ever consulting the minority, until after the fact. For example, when the ARC notified the President he was in violation of the CC&R's, the majority voted to remove them and banned them from serving on any committee indefinitely.

We have monthly BOD meetings, but often meetings are held in between, where the majority accommodates one member who can only meet on one particular day. That member is the Member-at-Large. A position that carries the title of director, but not officer.

Our By-Laws DO NOT address these issues. State law does not address these issues. Common sense does, but we don't seem to have a copy of that lying around.

Though it can be impractical at times, unless there is unanimous approval on a motion, all members should be invited to attend meetings where issues can be discussed and motions made formally, minutes taken and debate takes place.

Agree or disagree?

Does anyone know where I can find common sense procedures on these topics?

What does it mean, practically speaking, to be a director, but not an officer?

The minority should have the opportunity to sway the majority in debate, should it not?

Chris,

For the sake of clarification, exactly how did the Pres. "hand-pick" his cronies for board positions. Did this take place b/4 you and your "minority" friend were elected to the board? I'm hoping this was the case, otherwise, I'm afraid you helped create the situation if you allowed him to do this.

In most instances when an individual is appointed to fill a vacated seat on the board, that person only serves for the remainder of the vacated person's term.
When will these two appointed board members's terms be up? Until that time, there isn't a whole lot you can do to change this situation. These cases of "cronyism" crop up all too often on HOA boards which is very unfortunate for the assn as all it does is cause dissension. And, no, you won't find this addressed in your gov. docs or in state law. Robert has given some good advice in suggesting you and your friend volunteer for a committee and show the assn members what hard workers you are -- get as many of the members as you can on your side.

You asked: "What does it mean, practically speaking, to be a director, but not an officer?" Since you didn't mention the election process, I'm going to assume (and I really hate to do that!) the directors are elected by the membership and they, in turn, decide among themselves who will serve in the various officer positions. In this case, a director and an officer have the same voting rights. The one difference between the two distinctions is that the officer will have certain duties to carry out pertaining to the office he holds. A director who is not an officer is often referred to as a "board member at-large".

The current President had the 4 members under him resign. I won't make any allegations here as to why, I think my last post covered that pretty well. He then hand picked 4 members. Ironically I was one of them. I made it clear to him when he asked me to be VP that I was willing, but I was up front about how I felt about the way he did things. I didn't know at the time what he was capable of and at that point things weren't anything like they are now. We had another member leave and the majority appointed his wife. Well his wife's position and my position came up for election (we alternate 3-2-3...). His wife lost her seat (she was on the Board for about 3 months) and a new member appointed. Someone I don't always agree with, but follows the process well.

The next election for all three of the remaining members is in March. Few people trust they won't manipulate the election. The President, thought he should call the time and date of his own removal meeting and be allowed to chair it. That should demonstrate what were up against.

The election elects specific members, prez, VP, Secretary...ECT.

GlenL (Ohio)
Posts: 5,491

Posted:

Chris even if he went door to door you served him with a motion to hold a recall election and you had the majority of the homeowner's with you according to a previous post, why wasn't he voted out? You complain about the voids in the by-laws but if I remember correctly you were part of the committee that rewrote them, why didn't you close the loopholes then?

The question on whether or not they can take the actions outside of a dually called meeting should be in your documents or State law. I believe such action would be against the statutes in Florida, Arizona and California. In Ohio we used to be able to do such a thing with just three votes; however after a change in the law it now requires a unanimous BOD to take action outside of a meeting. Such action must be written up and signed by all BOD members and added to the minutes to be valid.

Studies show that 5 out of 4 people have problems with fractions

ChrisB4 (West Virginia)
Posts: 175

Posted:

Quote:

Posted By GlenL on 08/01/2008 9:48 PM
Chris even if he went door to door you served him with a motion to hold a recall election and you had the majority of the homeowner's with you according to a previous post, why wasn't he voted out? You complain about the voids in the by-laws but if I remember correctly you were part of the committee that rewrote them, why didn't you close the loopholes then?

The question on whether or not they can take the actions outside of a dually called meeting should be in your documents or State law. I believe such action would be against the statutes in Florida, Arizona and California. In Ohio we used to be able to do such a thing with just three votes; however after a change in the law it now requires a unanimous BOD to take action outside of a meeting. Such action must be written up and signed by all BOD members and added to the minutes to be valid.

The petition for the recall election, presented to the Board by a member that used to serve on the Board with him, has been postponed thanks to the use and abuse of our attorney. Over the last two months the majority has allowed $3000 to be spent trying to prevent a recall election, calling virtually everything into question. No one has any faith that if he is removed that he won't continue down the same road until he is literally forcefully removed.

I assure our state law does not address this issue specifically for HOA's. I thought Article 31e of the WV code addressing "non-profits" would apply, but our attorney says no. Here is a provision in our stat law under "non-profit Corps":

§31E-8-821. Action without meeting.
(a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.
(b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.
(c) A consent signed under this section has the effect of a meeting vote and may be described as having the effect of a meeting vote in any document.

Of course the majority feels there is no justification to follow this provision, that would just make things more difficult for them. Legally it doesn't apply.

Yes I was part of the By-Laws committee, and I argued many of the the items that are causing the problems we are having now. Not everything, but many of the items. The majority on the committee decided to rely on the benevolence of future Board members and we are now paying the price. I am also willing to admit that we were in way over our heads. Our by-laws were awful. We upgraded to terrible. I have suggested that we form a new committee, prioritize the problem areas and work to re-write them with the assistance of a professional.

GeraldT4
Posts: 1,022

Posted:

ChrisB4 - Remove the ba**ards from their director positions on the BOD, end of story. Nothing more compelling IMHO than that goal.

ChrisB4 (West Virginia)
Posts: 175

Posted:

I wish it were that easy.....But were trying.

SusanW1 (Michigan)
Posts: 5,202

Posted:

What a mess -

This "majority and "minority" thing has me bothered. Did everyone leave their individuality and good judgment behind when they attend meetings? Geez, what ever happened to the "good of the HAO" concept? ALL of you are like sheep. Every motin MUST have "debate" time. Make your case at that juncture of the motion.

First, you need to check your bylaws to see if "business" can be conducted outside a meeting. This making decisions over the phone or by email has got to stop. There's a good case for declaring ALL these illegal decisons null and void, due to the lack of proper procedure. Review your bylaws.

EVERY action of this Board needs to be reported to the residents. It sounds like a little education on what this board is doing will make voting decisions later.

(Sorry, but planting a tree in memorial of someone MAY be construed as NOT a Board function or expense, but rather the effort of private contributions. If you plant for one person, you MUST do it for ALL deceased residents.)

RobertR1 (South Carolina)
Posts: 5,164

Posted:

For Gerald, Chris and Susan,

Chris, please get in the habit of reading what folks tell you. Gerald never said is was going to be easy, he said it had to be done. Although I don't know Gerald I would bet he has been in your shoes at least once.

Susan's post also contains a lot of important information if you take time to understand what she is saying, and I'm betting, she has walked in your shoes a time or two.

Her last paragraph is just a small simple example of what she is talking about. You seem to think it is a Board function to be nice and plant a tree for "me"{ or "you" or the "President" or whoever. First understand IT IS NOT YOUR MONEY, you are spending because you think the majority indicates "right." It don't.

Her comment, "It seems like a little education on what this board is doing will make matters better." This extends to a self education effort by the Board Member, majority and minority to study the process. I know you or no one else can make them do this, but it needs to be said, and doing nothing or continuing your past mistakes is not an option.
It WILL come to you and anyone else interested and willing to work hard.

And yes, I have been there, am still working for resolution, and have high hopes, and I am just a little ol owner with no title......poor me.

ChrisB4 (West Virginia)
Posts: 175

Posted:

Quote:

Posted By SusanW1 on 08/02/2008 6:48 AM
What a mess -

This "majority and "minority" thing has me bothered. Did everyone leave their individuality and good judgment behind when they attend meetings? Geez, what ever happened to the "good of the HAO" concept? ALL of you are like sheep. Every motin MUST have "debate" time. Make your case at that juncture of the motion.

First, you need to check your bylaws to see if "business" can be conducted outside a meeting. This making decisions over the phone or by email has got to stop. There's a good case for declaring ALL these illegal decisons null and void, due to the lack of proper procedure. Review your bylaws.

EVERY action of this Board needs to be reported to the residents. It sounds like a little education on what this board is doing will make voting decisions later.

(Sorry, but planting a tree in memorial of someone MAY be construed as NOT a Board function or expense, but rather the effort of private contributions. If you plant for one person, you MUST do it for ALL deceased residents.)

I agree to everything you said and that what I'm fighting for.

In regards to the tree, we have enough common area that if members wanted to buy there own trees and plant them in memory of lost loved ones, that is a policy we could sustain. Spending $100+ dollars to buy things is a policy we cannot sustain financially or the risk of (potential) lawsuits that our HOA would endure in the event that we didn't make the offer equally to everyone.

ChrisB4 (West Virginia)
Posts: 175

Posted:

R1- Her last paragraph is just a small simple example of what she is talking about. You seem to think it is a Board function to be nice and plant a tree for "me"{ or "you" or the "President" or whoever. First understand IT IS NOT YOUR MONEY, you are spending because you think the majority indicates "right." It don't.

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

My apologies, I didn't say that I thought the Board should buy a tree, to the contrary, I agree with what you said. Allowing members to plant trees don't cost us anything (presumably the member would buy there own tree) as long as they are planted in a way that is well planned.

I'm not spending the money, nor do I believe that I'm endowed with some sort of right to do so just because I am on the board. I have called for clear accountability. I think everything should be transparent to the homeowners as transparency is one of the few deterrents board members have.

Sorry about the woe-is-me speech....I know in many cases I'm preaching to the choir....

SusanW1 (Michigan)
Posts: 5,202

Posted:

Chris - the most important thing about my post is the issue about conducting business outside of a duly called meeting

and

the perception that there is a permanent minority/majority split on the board about every issue.

AnneA1 (Delaware)
Posts: 9

Posted:

Chris-I'm behind you 100 percent. It is not the board's money but the homeowners. Can't get that through our HOA president or the majority of the board. They also don't get the concept of Deed Restrictions, By=laws or enforcing them as written. Some of us hsve decided becoming President of a HOA changes peoples common sense...or just makes you more aware they never had any. His followers are just sheep.
Sorry for the rant!!
Good luck Chris.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

AnneA,
Sure have heard those words about being president or being elected to the Board. An awful lot of this is not having confidence in how to do the job. Some can switch from owner to president or board member in a flash. I may has said this once or twice but it bears repeating. My cat, Lady Ashley, was just a kitten when I got her from the pound. She was one of many that were slated for no future, when I saw her, and she saw me. When I brought her home after her ordeal of shots and declawing, and spaying and strange places she jumped from my arms entered the house, look around, used her litter box and got something to eat. She never missed a step and knows her job around here. She had no lessons, no trial period, not one the immulate and she didn't give a damn, she knows what she is about. Some people can't do that and when you get four or five cats in a room and all are unsure of their "Job", things don't go well. This BOD job is hard work, long hours, and very difficult to get right, but I do not buy a BOD member saying no one cares of appreciate them. The fact is most care enough to avoid it like the plague, appreciate them all to hell because they don't have the job, and some one has to. Keep in mind this is a movie, not a slide show and the picture changes constantly.

But your rant is understandable and mostly valid, it might not be something you can change overnight or maybe never, but my little trick is to take them on nibbles at a time. Get what you want to know and back on out and wait for the next nibble. Surprize them once in a while and ask how the family is, and maybe even a tiny bit of praise. Not too much or they will get a bigger head than they already have. I think this has enough charity to pass a Sunday morning post.

KirkW1 (Texas)
Posts: 1,665

Posted:

Chris,

I would probably ride things out until the next election. If they have already spent $3000 to postpone the recall, then it may be worth it to ride things out for a bit. Just keep things in order to elect a replacement for a single board member next election. Keep in mind, you only have to change out a single board member not all three.