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MS9
(California)
Posts:13
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| 09/17/2009 10:37 PM |
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I am looking for your opinion. In your board, do board members other than the president communicate with the management company via email or phone. Or is it only the role of president to communicate with the management company on all issues.
Even if the president is the only one communicating the management company, do other board members get copied. |
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GlenL
(Ohio)
Posts:3526
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| 09/17/2009 11:38 PM |
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| MS9, yes unless it is a matter that specifically involves one of the Board officer's i.e the treasurer all communication flows through the Board president or their designee. It needs to be that way or the MC would spend its day in contact with the different BOA members and yes the communication should be shared with the other BOD members. |
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Too bad the only people who know how to run the country are busy driving cabs and cutting hair. - George Burns |
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RickW
(Illinois)
Posts:160
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| 09/18/2009 6:08 AM |
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MS9,
Most of the communication on our board is between the management company and the board president. However, all other board members are almost always copied on any communication. Occaisionally one of the other board members will communicate with the property manager directly, but even then, it usually comes back around to the entire board knowing. It seems to work this way even though every board manager and the property manager end up receiving numerous emails as we wade through and discuss topics, copying everyone and everyone replying. I'm thinking of proposing a private forum on our community website where discussions can take place so that everyone will not have to wade through emails.
Rick |
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MaryA1
Posts:0
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| 09/18/2009 6:37 AM |
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Rick,
If you were in AZ, this type action would be against the HOA open meeting law. The law states all meetings must be noticed to all members and whenever a quorum of the board meets to discuss assn business it is a meeting regardless of whether any actions are taken or votes cast. With regard to my BOD, all communications with the manager are between all the board members and the manager. Information is passed between all but discussions do not take place. |
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RickW
(Illinois)
Posts:160
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| 09/18/2009 6:42 AM |
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Posted By MaryA1 on 09/18/2009 6:37 AM
Rick,
If you were in AZ, this type action would be against the HOA open meeting law. The law states all meetings must be noticed to all members and whenever a quorum of the board meets to discuss assn business it is a meeting regardless of whether any actions are taken or votes cast. With regard to my BOD, all communications with the manager are between all the board members and the manager. Information is passed between all but discussions do not take place.
Mary,
This must slow things down quite a bit.
If your landscape contractor says your complex needs to be treated for beetles (just an example) and submits a proposal to do this work to your property manager for board approval, the board must meet in person and must notify all owners prior to meeting, before any action can be taken?
Rick |
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MaryA1
Posts:0
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| 09/18/2009 6:50 AM |
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Rick,
IF the board is required to meet b/4 this additional work can be undertaken, and it's not an emergency situation, yes, that correct. However, the Pres or our Landscaping Comm Chm (a board member) may have the authority to approve an action such as you describe. I don't know that our board has been stymied because of the OML requirements -- I've never heard any complaints. I'm on the advisory committee of my assn and was a board member at a former HOA. |
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AnnaD2
(Florida)
Posts:924
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| 09/18/2009 7:05 AM |
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We have one person who is the "chief" contact person with the management company; that person is our V.P. since she is the only one who doesn't work during normal business hours. But we ALL communicate with the management company via e-mail and we copy it to all other board members. Our property manager doesn't have a problem with this system as he knows the messages will get out to everyone and at the same time.
No, no "decisions" are made with these e-mails as Florida law also requires open meetings.
But to e-mail: "What day will the pest control company be here so I can post a notice on the bulletin boards?" Or "What time is the locksmith scheduled to come so I can make sure I'm here to meet him?", isn't "making decisions". It's simply communicating so things get done around the place.
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JohnO6
(Georgia)
Posts:415
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| 09/18/2009 12:32 PM |
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RickW -
As others have stated, you don't want to violate state open meeting laws. Similarly even in states where such statues do not exist, you need to check your CCRs to ensure that they don't have what is essentially the equivalent of an open meeting law built into them.
Having said that, if you ARE able to conduct some meeting type business online, I am strongly in favor of a private message board like you described. From a pure efficiency viewpoint it serves to be the equivalent of a non-event based online meeting in that everyone sees everyone else's time stamped discussion without having to endure the agony of horrendously long "reply all" email threads. I a fan! |
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RogerB
(Colorado)
Posts:4645
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| 09/18/2009 1:43 PM |
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Posted By MS9 on 09/17/2009 10:37 PM
I am looking for your opinion. In your board, do board members other than the president communicate with the management company via email or phone. Or is it only the role of president to communicate with the management company on all issues.
Even if the president is the only one communicating the management company, do other board members get copied.
It depends on the policies of the Board and of the Management Company. We allow all Board members and as well as any member to contract us at any time. |
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RickW
(Illinois)
Posts:160
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| 09/18/2009 8:00 PM |
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Wow! I have to admit to some ignorance on this subject and in fact wonder if this post might bite me in the **!!
I've done some review of our Deed, Rules and Regulations, and cursory view of the IL Condo Act.
I don't see anywhere documentation that would suggest our process in anyway violates any laws or acts in place. Rest assured I'm not finished researching the subject!
I do have to say though, that the ability of electronic communication greatly reduces the amount of time one has to commit to volunteering as a board member. In addition, my thoughts and interests, even though it may be conveyed electronically, are just as committed. Electronic communication allows me the benefit of knowing about an issue that has suddenly arisen. Allows me the opportunity to sit back and think about how to react, and yet respond in a much quicker time frame than any other medium... It allows me to compare proposals and take my time to review while still replying in a time period that allows the complex to run extremely efficiently. |
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JohnO6
(Georgia)
Posts:415
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| 09/19/2009 4:51 AM |
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So Rick - it's apparent that you and I are of a like mind on this electronic communication thing .. .. .. but I can tell you from experience that it's just not everyone's cup of tea. I administer our HOA's website (which certainly has the capability for forums restricted to certain users) and I set up such a forum for the Board (I was President at the time) to use. Despite explaining the advantages (as in my previous post re: reply all email threads) and despite the email notification capabilities of the forum to alert the Board to new posts, I just couldn't get the other Board members to use it consistently. They seemed to "default to" email - which of course only started the email threads once again .. .. ..
It's just a fact of life that there are two kinds of people (? those that categorize other people into groups and those that don't  Quess which group I belong to?) - those that embrace web technology and those that, to varying degrees, tolerate it. |
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MaryA1
Posts:0
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| 09/19/2009 6:26 AM |
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Rick,
I also checked out the IL Condo Act and find that ILCS 605.18(a)(9) states that board meetings are open to members:
"(9) that meetings of the board of managers shall be
open to any unit owner, except for the portion of any meeting held (i) to discuss litigation when an action against or on behalf of the particular association has been filed and is pending in a court or administrative tribunal, or when the board of managers finds that such an action is probable or imminent, (ii) to consider information regarding appointment, employment or dismissal of an employee, or (iii) to discuss violations of rules and regulations of the association or a unit owner's unpaid share of common expenses"
Although email communications are not addressed I would think this means if any business is being conducted by a BOD through email it would be a violation of this statute. Of course, the fact that email communications is not specifically addressed a board could probably get away with doing it. I wouldn't doubt that if the IL Attorney General issued an opinion on this, he would agree with my opinion. When a state adopts an open meeting law, meaning all meetings of the assn are to be open to the members, that means the members have a right to be present when HOA business is being conducted. AZ Attorney Generals (both past and current) have gone one step further in saying that a board meeting occurs when a quorum of the board members meet and discusses assn business, whether any actions or votes are taken or not.
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MicheleD
(Kentucky)
Posts:4491
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| 09/19/2009 8:16 AM |
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Posted By MaryA1 on 09/19/2009 6:26 AM
Rick,
I also checked out the IL Condo Act and find that ILCS 605.18(a)(9) states that board meetings are open to members:
"(9) that meetings of the board of managers shall be
open to any unit owner, except for the portion of any meeting held (i) to discuss litigation when an action against or on behalf of the particular association has been filed and is pending in a court or administrative tribunal, or when the board of managers finds that such an action is probable or imminent, (ii) to consider information regarding appointment, employment or dismissal of an employee, or (iii) to discuss violations of rules and regulations of the association or a unit owner's unpaid share of common expenses"
How does one handle that with a conference call if association members attend the "meeting"?
They are told to go stand in the hallway?
I'm just curious about this because our board meetings are generally closed anyway so it doesn't really apply to us. But I was trying to visualize.
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JohnO6
(Georgia)
Posts:415
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| 09/19/2009 8:20 AM |
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| Michelle - it's just like any other Executive Session - either the BOD moves to a private "room" or the general membership is excused from the meeting. |
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MicheleD
(Kentucky)
Posts:4491
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| 09/19/2009 8:44 AM |
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I am only basing this on my experience with conference calls (associated with my business and not with being on the board).
It's not likely that the conference call can easily be moved to another room.
So that's why I asked if the membership would be asked to go stand in the hall.
As I said, I was just trying to visualize it. |
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MaryA1
Posts:0
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| 09/19/2009 5:12 PM |
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Michele,
If topics reserved for discussion in a closed (executive) session are on the agenda the members would not be permitted to attend. If both closed and open session topics were going to be discussed, then, yes, the members would be asked to leave the meeting room for the closed portion of the conference call (meeting). Whenever we have members attending the board meeting who choose to stay for the whole meeting they are asked to leave when the board goes into executive session. The Pres. explains the fact that confidential matters will be discussed that only the board members can be a party to. |
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RickW
(Illinois)
Posts:160
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| 09/20/2009 6:37 PM |
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Posted By MaryA1 on 09/19/2009 6:26 AM
Rick,
I also checked out the IL Condo Act and find that ILCS 605.18(a)(9) states that board meetings are open to members:
"(9) that meetings of the board of managers shall be
open to any unit owner, except for the portion of any meeting held (i) to discuss litigation when an action against or on behalf of the particular association has been filed and is pending in a court or administrative tribunal, or when the board of managers finds that such an action is probable or imminent, (ii) to consider information regarding appointment, employment or dismissal of an employee, or (iii) to discuss violations of rules and regulations of the association or a unit owner's unpaid share of common expenses"
Although email communications are not addressed I would think this means if any business is being conducted by a BOD through email it would be a violation of this statute. Of course, the fact that email communications is not specifically addressed a board could probably get away with doing it. I wouldn't doubt that if the IL Attorney General issued an opinion on this, he would agree with my opinion. When a state adopts an open meeting law, meaning all meetings of the assn are to be open to the members, that means the members have a right to be present when HOA business is being conducted. AZ Attorney Generals (both past and current) have gone one step further in saying that a board meeting occurs when a quorum of the board members meet and discusses assn business, whether any actions or votes are taken or not.
Mary,
I probably should clarify a few things. Our email communication consists of discussions regarding violations, and small repairs neede within tthe complex. We have also at time discussed proposals for contracts, although, the discussion is based on fact finding, asking questions regarding the proposals so that come meeting time we have all the information necessary to discuss and vote.
Rick |
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MaryA1
Posts:0
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| 09/20/2009 7:58 PM |
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Rick,
The AZ AG issued an opinion regarding the public body open meeting law in 2005. The public body OML is very close to the HOA OML, so if he were to issue an opinion on the HOA OML regarding email communications I feel certain it would read the same. The document is quite long and presents a number of scenarios. But the following closing remarks may be of interest to you:
"Although it is not legally required, I recommend that any e-mail include a notice advising board members of potential OML consequences of responding to the email. Language for emails from board members could be the following: To ensure compliance with the OML, recipients of this message should not forward it to other board members and board members should not reply to this message."
Board members may email info to other board members, but the board members cannot discuss any factual info with a quorum of the board through email as that would constitute a violation of the OML.
I know AZ law doesn't affect you, but I thought you just might be interested in reading this. |
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RobertR1
(South Carolina)
Posts:5164
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| 09/21/2009 2:52 AM |
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Rick and others,
Where does your manager fit in the Organization Chart?
Do they work under Board Direction?
Do they work under MC direction?
Do you have to go through PM (Manager) to get to MC.
Do your documents allow you to have a M/C (Just do books and other specified duties) separate and apart from Managers duties.
Does anyone out there use a M/C (loose definition) separate from Manager?
I would think you could structure the Board to have direction and control over both the Manager and the Management Company. Now if the Board wants to designate specific Board members to direct specific projects with either/or, that direction could include all communication.
End of the day, it is always the Board Responsibility.
Now since the Board elected the President I would believe the Board should direct the President. I really doubt that the President has power to do much unilaterally. I am sure some Condo documents may specify duties of the President but responsibility rests with the Board. |
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GlenL
(Ohio)
Posts:3526
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| 09/21/2009 8:44 AM |
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Robert while the president of the BOD in most cases doesn't have the power to act unilaterally, I would guess that most CC&R's define the duties of the different officers. Here is how ours defines the role of president:
Section 3.3. President. The President shall be the chief executive officer of the Association. He shall preside at all meetings of members of the Association and shall preside at all meetings of the Board of Trustees. Subject to direction of the Board of Trustees, the President shall have general executive supervision over the business and affairs of the Association. He may execute all authorized deeds, contracts and other obligations of the Association and shall have such other authority and shall perform such other duties as may be determined by the Board of Trustees or otherwise provided for in the Declaration or in these By-Laws.
While everyone on the BOD should be copied on all communication IMHO all communication should flow through the president or their designee for a couple of reasons:
1. It doesn't waste the MC's time replying to multiple persons with the same question. (Time is money and some contracts allow the MC to bill for that time. Especially if the BOD member is requesting something that requires a lot of research and is available elsewhere like from other members of the BOD.)
2. It sets up a clear chain of command so multiple BOD members do not get the opinion that they can authorize the MC to act. How many posts have we had over the years with someone complaining that the MC or PM wouldn't do what they want? The BOD needs to speak and act as one; this is not to say that they cannot disagree with one another but once the decision is made to act they need to act together. (Yes I know but what if the BOD is acting illegally? If it is; you as a BOD member have a duty to act to protect the Association and yourself. That's not what I'm talking about here. If the majority of the BOD vote to plant petunias while you wanted roses, tough you lost, suck it up and get behind what was approved.)
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Too bad the only people who know how to run the country are busy driving cabs and cutting hair. - George Burns |
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RobertR1
(South Carolina)
Posts:5164
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| 09/21/2009 12:11 PM |
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Glen,
I certainly agree with nearly everything you say and will mention our documents (condo, and state stature) mention the President should act as the CEO of a private company (something like that). That goes a little overboard for my money. Certainly this power, if we want to call it that, is left up to the President, if no board pays attention, and also the individual presidents desires and motivation.
None of this kind of stuff is WRONG, it just needs oversight, and in a perfect world, if the owners would show enough interest to keep everything in line, life would be smooth. Most of what we deal with here are excesses as far as those having a problem with their elected government. |
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MS9
(California)
Posts:13
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| 09/21/2009 12:48 PM |
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I think board president can not be equivalent to the CEO of a private company. CEOs earn their status by their hard work, while board presidents are elected officials.
Also in our community, (not sure if this is a standard procedure), the home owners elect the board members. Then board members among themselves decide what role they want to take. So whatever authority president has should be governed by governing documents. If governing documents don's spell this out, then it should be what the majority of the board members agree on.
Do you agree. |
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RobertR1
(South Carolina)
Posts:5164
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| 09/21/2009 2:22 PM |
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ms9,
I agree. Makes sense to me. Bestowing the undefined powers of a CEO on a President of a Board I don't agree is a good idea . It is also ill defined and means nothing as far as I can see. |
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EllenS1
(Florida)
Posts:1148
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| 09/21/2009 2:26 PM |
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| I agree with everything Glen says and in addition the contract between the MC and the association may specify that the MC shall communicate with only one board member, usually the president. |
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GlenL
(Ohio)
Posts:3526
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| 09/22/2009 4:55 AM |
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But MS9 that is exactly what they are; at the end of the day the HOA is a business and like it or not someone has to be in charge.
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Too bad the only people who know how to run the country are busy driving cabs and cutting hair. - George Burns |
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RobertR1
(South Carolina)
Posts:5164
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| 09/22/2009 5:28 AM |
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Well then,
Do all agree this power to the President or Board member must be defined in the documents? Or do you say it is just passed on from Board to Board?
Should the documents signify that the decision is the Boards, but it must be communicated to the owners when changed?
Could mention be referred to in the documents and signify the Board has the power to elect a specific board member?
Just musing.........and maybe none of this is fodder for the documents.........I suspect it is. |
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MaryA1
Posts:0
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| 09/22/2009 7:08 AM |
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Robert,
The bylaws should define the duties of all the officers of the board and also define the powers of the board of directors as a whole.
I don't know that the bylaws go so far as to state all decisions of the board must be communicated to the members.
I believe most assn's bylaws call for the members to elect the board of directors, who in turn, elect the officers from among themselves. However, I know there are some bylaws which state the officers shall be elected by the members, but I don't believe this is the norm.
Some assn's employ an independent contractor as a property manager, but I believe the majority contract with a property management company. The mgmt co, in turn, assigns a property manager to work for the assn. Most of the assn's communication is with the property manager; however the treasurer may have occasion to communicate with the employee at the mgmt co who is preparing the financial info. I see no reason why any board member cannot communicate with the property manager. However if that communication deals with the work performance or the duties of the property manager it should come from the Pres, but only after the whole board has agreed to what is being communicated. If there are any problems with the work performance of the property manager only the Pres should be in communication with the property mgmt co, but,again, only after the whole board has agreed to what is being communicated. |
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RickW
(Illinois)
Posts:160
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| 09/22/2009 7:09 AM |
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Posted By MaryA1 on 09/20/2009 7:58 PM
Rick,
The AZ AG issued an opinion regarding the public body open meeting law in 2005. The public body OML is very close to the HOA OML, so if he were to issue an opinion on the HOA OML regarding email communications I feel certain it would read the same. The document is quite long and presents a number of scenarios. But the following closing remarks may be of interest to you:
"Although it is not legally required, I recommend that any e-mail include a notice advising board members of potential OML consequences of responding to the email. Language for emails from board members could be the following: To ensure compliance with the OML, recipients of this message should not forward it to other board members and board members should not reply to this message."
Board members may email info to other board members, but the board members cannot discuss any factual info with a quorum of the board through email as that would constitute a violation of the OML.
I know AZ law doesn't affect you, but I thought you just might be interested in reading this.
Mary,
I understand what you are saying and also somewhat agree. However, I don't see where it would be a violation of discussing HOA business as long as it is addressed and discussed at an open board meeting prior to taking any action. Am I not seeing something here that I should be seeing? I certainly have no intent on violating at acts or laws. It simply is a way to discuss things between meetings. Any action we take is always discussed and voted on at open board meetings. |
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RickW
(Illinois)
Posts:160
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| 09/22/2009 7:16 AM |
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Posted By RobertR1 on 09/22/2009 5:28 AM
Well then,
Do all agree this power to the President or Board member must be defined in the documents? Or do you say it is just passed on from Board to Board?
Should the documents signify that the decision is the Boards, but it must be communicated to the owners when changed?
Could mention be referred to in the documents and signify the Board has the power to elect a specific board member?
Just musing.........and maybe none of this is fodder for the documents.........I suspect it is.
I think the most important issue is the actions of the board as a whole. I feel the board needs to act as one for the benefit of the association. How that is accomplished is not as important, im my opinion. I would rather see something in the documents that requires all board members to be iincluded in any association communication, than the power of the president be difined. However, not sure how one would define communication between board memebers |
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MaryA1
Posts:0
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| 09/22/2009 7:54 AM |
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Rick,
Perhaps the IL AG would agree with you, but the AZ AG opinion states that it doesn't matter whether any action or votes are taken, if a quorum of the board meets and discusses assn business it is a meeting and must be properly noticed. The same would apply to email communications is a quorum of the board is communicating and discussing assn business. I think the reasoning is that the members, by having a right to attend the meeting, also have a right to hear all the discussion regarding a particular issue. The AZ HOA OML even goes so far as to give the members the right to speak before a vote is taken on a particular issue.
Different states have different laws and even the few states that do have open meeting laws may have different provisions and requirements. |
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