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Subject: Board Members' Actions
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BonnieS3
(Florida)

Posts:22


01/17/2010 9:12 PM  
hello - I am a state of shock over recent events regarding the other 2 Board Members (X and Y). Recently I have been under "email" attack from the 2 Board Members. Member Y is a new Member and is being misguided by Member X. I have been receiving very arrogant and accusatory emails from the both of them, criticizing me, canceling Board mtgs. scheduled. Tonite, in preparation for a mtg. w/our attorney tomorrow, in reviewing the emails, I discover that one of the emails contained several emails between the 2 Board Members and in addition to Member Y's wife, who is an attorney. I had suspicion that the emails I was receiving from Member Y were not from him, but in fact from his attorney wife. I also advised our property manager. The emails just didn't seem to reflect the type of person he is. In any event, upon reading this email, Members X and Y and Y's wife exchanged emails on how to respond to my emails. Attorney is responsible for the awful emails sent to me. Not only are the 3 criticizing me, but also the property manager and our attorney.
Add'l info: my mtg w/our attorney tomorrow is to discuss Member X's position on the Board -- he is not a homeowner but a HO's roommate; our docs state that Board Members must be HO's. Discovered this in early December; attorney and manager suggested we cease all decisions of the Board until this issue was dealt with. Do becuz there has been no communications from the property managar, is what has Member X misguiding new Member Y.
Does a Board Member have any recourse to this type of behavior? I'm assuming not but I have been under a great deal of stress and am inclined to resign from the Board; I have lost several nite's sleep. However, upon receiving the email that probably was by accident, how can I walk away from what surely will be chaos were I to resign.
The email attacks are just unbelievable. I had 20 emails within 12 hours this weekend.
How do I respond to the emails containing the proof that Member X and Y are joining forces against me, as well as Y's wife? I have drafted an email in response.
I suppose attorney will advise tomorrow. Thought I might get some thoughts tonite so that I can sleep! Thank you!
SusanW1
(Michigan)

Posts:5202


01/18/2010 5:29 AM  
How do you respond to emails? Simple: you don't!!!

They have NO power and they do not constitute official board position or decisions.

Refuse to conduct board business over the 'net - because it probably is not permitted in your documents.

Things are only official if they are conducted at meetings and minutes are taken to reflect the results of voted upons decisions of the board.
BonnieS3
(Florida)

Posts:22


01/18/2010 5:35 AM  
Actually that is exactly what I have not been doing. After reading the email last nite which wasn't meant to be sent and seeing the communications back and forth and seeing that the Member's attorney's wife is behind the emails, I have decided not to resign and do what is necessary to protect this Association. Thank you!
RobertR1
(South Carolina)

Posts:5164


01/18/2010 5:54 PM  
Bonnie,
First convince yourselve you are without out blame in any of this. Do not respond to any of this via email. Bring up the subject at a Board meeting and get it entered into the minutes. If your lawyer is there, request you be given a private hearing with him to discuss the accussatory e-mails. Do not say who they are from but they constitute interference with you fullfilling your duties as an elcted member of your association. Get that in your minutes. As was pointed out board business is conducted by majority vote of the Board. The votes should be recorded. I take it you are not the President and one of the other two is. If these e-mails are strong enough for you to make a charge of liable of something like that, I doubt you can do that through the Board as the e-mails are not Board business, just someone mouthing off. What has caused this animosity between the Board members? If you feel threatened, consult an attorney and take his advice but get your own attorney.
BonnieS3
(Florida)

Posts:22


01/18/2010 6:33 PM  
Thank you -- Actually I am the President and the results of today's mtg w/legal counsel is the non-Owner cannot serve on the BOD. He has been removed and he has been notified by legal counsel. He has already left numerous messages that he has a POA and that the Community wants him on the Board. I guess he and the Community are ignorant that the docs. say any Owner serves on the BOD. He of course is reliating and plans on re-calling me from the Board, has the forms and will be passing them out to the community on Saturday. He has mnetioned several lies that he plans on using as reasons for removing me. He has also stated that the Associatoin will be in the hands of the State by week's end. I also learned tonite that the reason for all the backstabbing is that he wants to be President, he says the Community wants him as President. This guy is a roommate of an Owner, he is also "most popular boy in school" so to speak. He spends hours each and every day talking to residents, starting trouble, wanting to fire our property manager (whom has worked for us for one year and is an EXCELLENT manager), wants to fire our contractors who do work, etc. He drinks heavily, sending confusing emails in the wee hours of the morning; has knocked on a resident's door intoxicated and with drink in hand and boyfriend in tow discussing Association business. He thrives on "attention," has a very very bad temper -- but some of the Community loves him to death. He and I are very different - I work very hard at organizing, doing the business of the Assoiciaton and he works very hard at socializing. Meanwhile, the other Board member is "silent".
MaryA1


Posts:0


01/19/2010 6:11 AM  
Bonnie,

Let the cards fall where they may. If the members of the assn "love" him and believe all his lies then they just may get what they deserve. Unless you have enough members willing to come to your defense there isn't much you can do.
GeraldT4


Posts:1022


01/19/2010 1:01 PM  
BonnieS3 - I don't believe in letting the cards fall where they may without writing a letter to the community as President including but not limiting to advising the residents of recent events of the removal of a non-homeowner from the board, citing the by-law that prohibits, what your duties are as a director and officer to act in the best interests of the association and uphold the governing documents. In the process of your doing so you have had to endure continual and unsettling emails, etc. I would send separate letter to the homeowners that a vacancy has occurred on the board and advise what the process is for vacancy fill.
JonD1


Posts:0


01/19/2010 3:16 PM  
Bonnie:

As suggested to you as President have an obligation to inform the members of your community as to the removal of this individual along with the reasons why.

HE IS NOT ELIGIBLE PERIOD.


Do not leave it up to this social butterfly to provide his version of the world which some might swallow as facts and then vote accordingly.


The more information you provide the better your chances of heading off this person and hindering his actions and threats.


Sounds like you have a real PIA with way to much time on his hands and the desire to control things you doesn't own.


I would take an active role in opposing his efforts NOT sit by and hope for the best outcome.


AnnaD2
(Florida)

Posts:948


01/19/2010 3:47 PM  
Bonnie, I've been waiting for someone, such as Jon to post what he just did. YOU need to get the HONEST and correct INFORMATION out there now. It will take a lot of work (and a lot of typing, copying and posting) to do it; yet the members need to know WHO the board is and what they are doing. The words of some flighty troublemaker who has no business "speaking" for the board can stir up a lot of trouble.

But if your association "sees" that the Board is still in control, you should be OK.
SusanW1
(Michigan)

Posts:5202


01/19/2010 5:35 PM  
You don't have to attend every argument you are invited to.

Unless any of his actions take place at a meeting, it is all gossip and posturing. Motions must be made for any action to be official by your HOA.

As president you need to step up and be authoritative. Stop being intimidated by this nut-case.

Rule any stupid idea or motion as Out of Order and keep the meeting going.

Be presidential!!!!
BonnieS3
(Florida)

Posts:22


01/19/2010 5:41 PM  
Oh dear -- I have been made aware of "mounting evidence" against me and thus a petition is circulating with a quorum to remove me. I guess owners prefer a social butterfly as opposed to someone who works hard and protects the Association. While he may have been removed from the Board, he has an agenda to remove me and thus he will succeed. He has taken time off work today to do just that. His mounting evidence are nothing more than lies; in addition, he is dragging the property manager thru the mud and she will also probably be fired -- the one property manager who has worked very hard to straighten out all the wrongs in our community. I cannot fight this by myself. Not sure hows a petitionf or removal works, guess I will need to learn all that so that I can see what is coming. I am quite worried about my Assocation and what will lead next!
AnnaD2
(Florida)

Posts:948


01/20/2010 5:41 AM  
HE's not a member! He has no authority to circulate a petition of ANY type. Only the BOARD can fire the manager...not the membership.
RobertR1
(South Carolina)

Posts:5164


01/20/2010 6:18 AM  
Go get'm Anna,
I am right behind you.
However, if we know what is going on, and on face value, I would accept what I read. As to why this is going on..............not so much.

Be that as it may, unless this yahoo is actually trespassing, violating some covenant or rules and regulation, I don't know you can stop hime from mouthing off. I would not allow him at a Board meeting, I would not allow him at an annual meeting. The Board can set who attends a Board Meeting and the Annual meetings are for owners and special invitees. I don't believe an owner can walk into either f these meetings and declare his representative will speak for him, permission has to be granted either verbally by the Board or through a written signed agrrement between the owner, his representative and the Board.
There is also the issue of does the Board has the authority to set the slate and write the ballot. The board has to exclude non members unless there is stipulation otherwise in the documents. As far as write in candidates, the Board has to exclude any non-members, as far as nominations from the floor, the board has to exclude non-members.

As far as any petitions or whatever, the petitions still have to be presented to the Board and the Board is not bound to accept them unless the documents say otherwise.

I am somewhat lost in the confusion of this thing, but has the Board considered using the association lawyer and have him conduct the meeting at the request of the Board.
BonnieS3
(Florida)

Posts:22


01/26/2010 5:06 PM  
Wow - thank u for the "Act like a President" advice ... I suddenly found courage to face this ... the "roommate" was removed from the Board via legal counsel's letter. I was trying to get a Board mtg. scheduled to address this at a meeting but the Members refused to meet; so I was forced to deal with it via attorney. Since being removed, all hell has broke loose. I had forgotten about a Power of Atty that had been signed by the homeowner allowing the roommate serve on the Board. But new legal counsel advised that our docs state only homeowners are permitted on the Board and a power of attorney does not change that. The roommate has sent several emails calling me c*nt, b*tch, everyone hates you and wants you off and you will be removed by week's end, you won't be able to walk thru community, you will need to hide blah blah blah. The other Board member refuses to accept this decision. He refuses to allow a new Board Member be appointed. I can't get him to agreed to a Board meeting. They clearly do not want me addressing the Members at a meeting. Meanwhile, in today's mail is a "special meeting of the members" scheduled in 2 weeks to "fully discuss the topic, answer questions and all members will need to vote" to put him back on the Board based upon the Power of Attorney. Their explanation is that our former atty drew up the POA and approved it. But we fired this former atty for bad legal work and he was nothing more than a "foreclosure atty" anyway. The special meeting notice was signed (typed no signatures) by "Board of Directors" with the other Board Member and the removed roommate names in parenthesis. My concerns are that this person has been removed and a Board member is passing him off as still being on the Board and who is going to answer questions when we have been advised by our attorney. The noticed also refers to "if you cannot attend please secure a proxy vote and make sure the proxy is written and delivered." This seems so unprofessional and wrong wrong wrong! Can they hold a meeting? Can they "vote" the roommate back onto the Board.
MicheleD
(Kentucky)

Posts:4491


01/26/2010 5:14 PM  
I would attend and be sure to bring the letters and emails he sent calling you the things he did.

If he's correct that the membership deserves to hear the entire matter, then they need to see that as well.

I'm also unaware of a PoA beind adequate to allow a non-member to be a board member if the documents require that board members be resident/owners.

The PoA allows the non-member to vote on all things that MEMBERS would vote on, not to act as a director.
JonD1


Posts:0


01/26/2010 5:55 PM  
Seems to me there is more to this story than we have been told.

Seems the other member of the Board is working along side Mr. Personality for some reason. Any ideas?

If you have a three person Board with one now removed you are basically at a standstill.


You can't do anything and you seem to be standing alone.


If I were in a similar position (and I recently was) I would not wait for this meeting to be held.

I would address this matter to all the unit owners in a letter approved by the attorney detailing who and why this Board member was removed and that under the governing documents he is not eligible to serve on the Board and his POA means nothing in this situation.


As to his e-mails and threats I would retain a copy of each and when I felt I had enough I would file a complaint with the local police for harassment. You can't write threatening e-mails.


I don't know why but this person either wants control or wnats to punish you. Perhaps a combination. Care to explain why?


How long have you served on this Board?
When were you elected?

How did you become President? Who voted you into this position?

What were the vote totals in the last Baord election?

How many units? How many cast votes?


You either have a majority of the home owners on YOUR side or you will come out on the short end.


But I have a feeling there is much more to this story..........


We had a unit owner call their own meeting suggesting the Board and MC would be in attendence.

We informed all the owners thorugh a mailing this was not sanctioned by the Baord nor would anyone from the Baord be present. To attend would give this meeting credibility.

The other Board member sounds like a real snake. You need to collect support and now.

Unless of course you have left some things out to favor your side of this story..
BonnieS3
(Florida)

Posts:22


01/26/2010 6:29 PM  
The problems began during the summer due to an assessement vote coming this year to repair our bldgs. The cost will be approx. $400,000. Very few want to accept that an assessment is necessary or that the bldgs. require repairs, even though contractors and engineers have said so. So, what happens ... we blame the Board. This particular "removed" Board Member is the social butterfly of the Commuunity and thus spends most of his time on the phone talking talking. His friends have wanted him as Prez. from the beginning becuz he's the social butterfly and he "shares" information. I share my information at Board mtgs. I don't discuss Board issues outside of the mtg. I basically stick to the facts and I don't dramatize. I have the best interest of the Assoc. and I protect it. He is a racist, hates renters, shows up at mtgs. hung over, wants to fire everyone except for his people, curses at our contractors and has a horrible temper. He manipulates people and has his own agenda. The other Board member lives next door to Mr. Personality and has been influenced and manipulated and obviously is quite the follower. Yes, we are at a standstill and it is quite frustrating as we have much work to do. I am not sure whether I stand alone, but I do have the truth on my side and the truth will prevail, let's hope anyway. I spoke briefly with property manager and suggested we need a letter to go out as you suggested. This person wants both: to control as President and to now punish me for removing him. Going on 5 years on Board, 4 yrs. as Prez. I was put in the Prez. position by the Board Members. We never have a quorum so we continue. I agree, the other Board member is quite the snake. He is very "green" and is guided by his wife an attorney and the Board member. I haven't left anything out to favor my side. My decision to remove a non-owner is backed up by our docs. stating only owners may serve on the Board. New legal counsel advised former attorney was wrong in allowing a POA putting him on the Board. I tried to put this before a Board meeting; however, neither Board Member would agree to a date. Ex-Board Member said he was not permitted to take any time off work for several month and get this, the day after being removed, he called off work so the could begin his campaign of spreading lies about me. These 2 guys are scheduling a special meeting and have signed his name as "Board of Directors" and are asking for a "vote" by proxy. Not quite sure this is proper procedure, so we will see. If I didn't have advice and comments this forum, I would be a wilted flower by now.
RobertR1
(South Carolina)

Posts:5164


01/26/2010 10:58 PM  
Bonnie,
Back in this thread I suggested that you as President have the authority to decide who conducts any Board meetng. I said you should appoint your attorney o conduct the meeting. I say again: what ever comes up at any gathering labeled as a Board meeting, any kind of association meeting, or any special meeting noticed and called as per your documents, you as the elected presiding can appoint the association Lawyer to conduct the meeting. At any officially called meeting, you call the meeting to order and the first thing on the agenda, you give your opening remarks. State that you hereby appoint the lawyer to conduct the meeting under Robert's rules of Order.You can even ask for a motion from the floor to move this action. I doubt if you need to do this, the President should have the authority to declare this action. The lawyer should then conduct the meeting and he should verify all members present at the meeting. Those not memebers should be removed from the meeting and let the lawyer handle the rest. Call for a treasures report, reading and approval of the last minutes and structure the meeting according to the published agenda. With only two Boarde members and no majority can be established, the president carries the power.
w
Sit down ith your lawyer and work out how you get your position as president back. Get the Board business done, take under advisement any comments from members and set a time that you will report back to the members. Bottom line, someone has to take charge, you as president carry the gavel. You have every right to turn this over to your lawyer so the Boards business can be done at this meeting.
BonnieS3
(Florida)

Posts:22


01/27/2010 6:04 PM  
Thank you - I am moving forward. Q: can I appoint a new Board Member w/o the approval of the Sec/Tr., who continues to ignore my requests to do so? I need a full Board.
TimB4
(Virginia)

Posts:16512


01/27/2010 6:16 PM  
Posted By BonnieS3 on 01/27/2010 6:04 PM
Thank you - I am moving forward. Q: can I appoint a new Board Member w/o the approval of the Sec/Tr., who continues to ignore my requests to do so? I need a full Board.




Bonnie,

Your Association governing documents should discuss who appoints members to the board to fill vacant seats.

Normally, this is by a majority vote of the remaining members of the board and I don't believe that you, in the capacity of President, can appoint someone by yourself without a vote.


Tim

RobertR1
(South Carolina)

Posts:5164


01/27/2010 10:09 PM  
Bonnie,
I don't understand why you need anything. You can't/dont have a majority yet you say you need a full Board. To do what? I have suggested you as president haYou have got to get to this position, then address your other problems.ve the authority to call a new meeting, and because of your situation can not conduct the Board business. To call the meeting is one thing, to conduct the meeting another. You as president conduct your meeting, that is your job. You can not conduct board business because you do not have anyway to abtain majority,, thus to conduct Board business.

Again, as president open the meeting and appoint your lawyer to conduct the meeting. Let your lawyer keep you out of trouble and resolve the issue of the Board not being able to conduct the Boards business. These are emergency measures, not routine Board Business. Take the lawyers advice, know what he will do and adopt his resolution. You get another new member of the Board at this point by appointment of you or the other board member, all you do is raise another issue. Get an effective Board established and go on from there, but let the lawyer do it.
BonnieS3
(Florida)

Posts:22


02/02/2010 6:56 PM  
Can the President seek legal advice regarding Association issues w/o the approval of the other Board Members? Legal counsel removed a non-owner Board Member; the remaining Board Member will not accept this. So I went to legal and asked that a legal opinion be sent again and the remaining Board Member wrote the attorney saying Board approval had not been given to seek her advice and he hoped it was free legal advice.
RobertR1
(South Carolina)

Posts:5164


02/02/2010 9:16 PM  
Bonnie:

Let me re-phrase you question?

"Can I, Bonnie, as president of our association, seek legal advise with out approval of the Board?"

My answer: "If you, Bonnie, serving in your capacity has privately conversed with this lawyer in the past and not object from the other single Board member, I would suggest you could. If it is specified that the president serves as the contact person for the Two Board members, then yes you can discuss legal issues with the lawyer. However acting on this advise most likely would require the vote of the other member. Now if this advise was discussed with the other member and you, Bonnie, then you as president I believe has the authority to act as a vote of the board will be a tie, if you two actually vote at a meeting. If the other Boardmember did not attend a called meeting, by you, Bonnie, then you, as the president could act unilaterally. However, any objection to your action would have to be duly noted by the other Board member. The board (Non-member) can not hold a Board position as far as we can say. I have advised you to have the lawyer serve as the presiding chair at your meeting announcing the process that resulted in your Board now only having two members. No matter what, you as president are in a position that demands you try to establish a formal Board. I would retain a copy of any correspondence concerning any of this. I have posted before make sure you have clean hands and keep records. What does your lawyer advise you to do regards the upcoming meeting?

The remaining board member, as described in your posts has made no effort to discuss this problem with you. Is that right? If his claim is that you can not seek advice from the lawyer, then why is it alright for him to do it.


It appears there is a runaway train about to jump the track, you as president have the obligation to protect your association. Your legal advisor should direct you on how to do this. Until you, as president is removed from your office by vote of the membership, you still represent your association. Before this meeting if I were you I would get as much support to attend this meeting as possible and I would get entered into the minutes that there there x numbers of members attending that endorse your actions to assign control of the meeting over to legal council.

When you, Bonnie, acting in your capacity as president went to legal and asked that legal opinion be sent again, what was the response? Try to solve this problem by accepting that you all are in disarray. No matter what got you there, who was wrong, who was right. What do you all do to rebuild, you need to go forward, all the time this turmoil is going on, association business is not getting done.........you have to get back to association business.
BonnieS3
(Florida)

Posts:22


02/03/2010 3:59 AM  
The Board Member and removed Board Member refuse to accept legal counsel's advice that the non-owner cannot hold a Board position becuz our previous legal counsel advised he could hold that position via a power of attorney. They are demanding the "case law" to prove her opinion (the one Board member's attorney wife is leading this and directing them how to respond). They have notified us that the non-owner is still on the Board and are taking a vote at this meeting whether to "remove" him. They both have called a special meeting, I was not notified until receiving the notice in the mail.
The attorney again advised that their meeting is not legal and no action will be taken from this meeting. Our property manager as well as current legal counsel's positions are being threatened via email by these 2 individuals, as well as mine. The non-owner is the social butterfly of the community. Neither of them have any concern over the business of the Association.
RobertR1
(South Carolina)

Posts:5164


02/03/2010 4:38 AM  
bonnie,
It is apparent that there is much going on that you are not going to be candid about. I have asked enough times about what your attorney thinks, and asked you to tell us her advice. If this group can get enough votes and support to call a Special meet to recall you, they can do it ands they don't need the vote of the non-owner. You say some other lawyer is advising this group pro bono, I suppose. If they are going to do anything that is not covered under your documents and i cared enough I would take a video recorded or a legal secretary to the meeting and get it all recorded. If they are publicly going to libel you, I would record this and sue them. Until you are recalled you still carry power of the Board and I would take your lawyer to any meeting to recall you and either she or you conduct meeting. If you have no support in your association, you can not object to them following the documents. What you finally end up doing would seem to me, is consult this lawyer of yours, get written advice of what you should do and try to do it. She should be able to keep you out of trouble and collect and facts that would allow you to establish your interests as a president, and as a member of the association. If this other group is just trying to force you out by being APIA, let them rant and rave and attempt to conduct the boards business. Yo0u need some help on the ground, not some decisions of who is the good guys. All during this thread, you have never said what you are planning to do and what is going on with association business now, who is paying bills, who is collecting fees, etc, etc. Your absence of your M/C in all this is telling. If they are conducting themselves illegally then any action against this M/C is also illegal. Maybe this all has become too much for you and you need to just get out and live to fight another day. What does your lawyer say is the correct thing for the association to do? Not for you to do, but for the association to do.
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