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Subject: Serious conflict with fellow board members
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JanR2


Posts:0


07/15/2021 4:50 PM  
There's not enough space to articulate my issue. Put simply, I am one of three Board Directors for an HOA. All three of us are relatively new. The other two believe they have removed me as a director in an executive session that was illegally called and that I was not present for.

They violate our bylaws and state law daily.

They are engaging in conflicts of interest by attempting to use their personal attorney - retained prior to being voted onto the board - to represent the HOA in litigation for neglect (which they call "fraud") against our past management company. They used their position as board members to bring HOA records to their PRIVATE ATTORNEY.

Before removing me, the president issued a threat to ensue "further action" if I continued to contact service providers (I called a CPA to find out a ballpark window for an audit to be completed) and I called the prospective (remote) property management company we're considering to see if they are able to supply us with the documentation our treasurer says she requires.

These represented some sort of heinous rogue acts by the president, who doesn't seem to understand we are co-equals, and that it's not just my right, but my duty to collect information on issues I will be voting on.

The treasurer, in insisting I am no longer a director, can't get "officer" and "director" straight (yes, officers may be removed by a simple majority vote, but not board members - they must be removed by a vote of the owners).

I hired an attorney but he is extremely busy and I'm not getting a lot of response from him.

Has anyone experienced anything close to this? I want to push this case not because I want to serve on that board (at this point I'd sooner walk hot coals) but to ensure that they don't go completely off the rails in my absence. FYI no one else volunteered to run for a third position (VP) which is why I agreed to serve in the first place.

Help!
SheilaJ1


Posts:0


07/15/2021 5:17 PM  
We’re you elected by the members or appointed?
JanR2


Posts:0


07/15/2021 5:17 PM  
We were all elected at the annual meeting in March.
MelissaP1
(Alabama)

Posts:10595


07/15/2021 5:18 PM  
Well you may not necessarily like some of our answers. Just going to be frank with you. First off it's usually not appropriate for a board member to act on their own. It is one thing to do it because it was a duty assigned for you to do. It is another because YOU want to do it. Not that what you are doing is wrong in what your trying to find out. It's just that you are in a group now. Why did you have to ask the future MC on the Treasurer's behalf? Considering this is the Treasurer's responsibility to do?

Suing your HOA is suing yourself and your neighbors. So I would hold off with the lawsuit potential until your ready to define exactly what you want/need. The lawyer is going to do whatever you tell them to do. What is it that you need them to do for you? They are not in the counseling or referee business.

When you address all these violations, can you reference them in writing? Can you quote or reference what you are saying is in violation? Don't make assumptions make the facts.

Former HOA President
JanR2


Posts:0


07/15/2021 5:20 PM  
Here is an email I got from the president (I am the Vice President - not an officer) when I made phone inquiries to two service providers (who were happy to talk to me):

>> “Jan please stop doing things without talking with the board. You are operating on your own and disrupting our HOA with this type of behavior. It is not acceptable to call and be destructive with our agents. Calling the Accountant to question her work is not appropriate. They are a professional agency and we hired them on behalf of the Owners to do their job not for us to tell them how to do their job. Both Robi and I have had numerous conversations with CSM and we don’t need to bombard Thad with your brand of delivery. It is hard for anyone to take and that is putting it lightly. Your job is Secretary/VP and your VP duties are to do what is needed in my absence not to do whatever you please or how you feel it needs to be done. Everything Robi and I have done to this point has been openly discussed and communicated, approved by owners and executed. If this persists we will have to take measures to stop it from continuing.”

!!!!

I didn't "question her work." I asked for a time frame. I didn't tell anyone how to do their job. This is insane.
SheilaJ1


Posts:0


07/15/2021 5:21 PM  
Posted By JanR2 on 07/15/2021 5:17 PM
We were all elected at the annual meeting in March.




How many votes did you get or does your HOA require to send out ballots? Was the election done by ballot? And did you have quorum? All the bylaws must be followed to the letter for you to bring a case. And how many years is the term? Was it filling an old seat? Or new seat?
AugustinD


Posts:1937


07/15/2021 5:23 PM  
JanR2, what you are experiencing does arise a lot at this forum. However, and per what competent HOA attorneys advise, unless you can get a like-minded majority to run for the board with you, causing change in a situation like this is difficult to impossible.

You likely were not lawfully removed from this board. But as you are learning, even having an attorney will sometimes not be able to cause the board to behave according to the bylaws, covenants and statutes. Through this all, I trust you will remember that the two directors can spend as much of the members' money as they want legally fighting you and even lying about you, early and often.
JanR2


Posts:0


07/15/2021 5:29 PM  
I don't understand. You mean I can't call our contracted service providers? For three months now, I have been given inaccurate information by the two others, who feel free to call service providers.

I needed to ask the potential management company for details that the treasurer ended up not knowing (i.e., we would have to close our current bank account and agree to let them open one without our being signatories). It's not that I have an inherent objection to that, but the fact that our treasurer did not know this basic fact is an example of why I need to gather information. If I am going to vote on retaining that company, I need accurate information.

I can articulate the violations:

The board president mutes me from discussions in Zoom meetings. In our last meeting he ejected me from the Zoom meeting because he didn't like being asked questions. Then they went into Executive Session without taking a vote, which is a violation of both state law and our bylaws.

They took a vote in Executive Session (also a violation of state law and bylaws) to remove me. They did not reconvene into a public meeting after that, but rather announced to the owners in email that I had been removed.

Our bylaws (and state law) say Board members may not arbitrarily remove elected Board members - which I would think is a universal concept. It holds for all official boards.

They took HOA records to their private attorney (not approved by the HOA, not working for the HOA, but working individually for them even before they were on the board). My attorney and I both understand that's a blatant conflict of interest.

And I never discussed a lawsuit. I just sought out a consultation with an attorney, and will pay him to write the board directors and unit owners a letter.

What do I need them to do for me? How about not be blatant morons, and follow bylaws and state laws, and not summarily remove me as a director?
JanR2


Posts:0


07/15/2021 5:32 PM  
Are you saying that I should allow them to continually violate state laws and bylaws and engage in conflicts of interest by using their personal attorneys to litigate on behalf of the association? That commits several thousand dollars of unit owners' funds in a wild goose chase. Their attorney promised them a "big settlement." The cause of action we have would be minimal; perhaps a small verdict to reconcile our books - and since the past board members were probably negligent, a jury verdict would implicate them. They have no D&O insurance, so we would be stuck until they sell their units.
JanR2


Posts:0


07/15/2021 5:33 PM  
We require a simple majority when a quorum is present. It was, and I got a majority.

Our bylaws don't indicate they can "spend as much money as they like," but my issue is not with their spending.
AugustinD


Posts:1937


07/15/2021 5:41 PM  
Posted By JanR2 on 07/15/2021 5:32 PM
Are you saying that I should allow them to continually violate state laws and bylaws and engage in conflicts of interest by using their personal attorneys to litigate on behalf of the association?
Regarding whether one should allow a board to continually violate state laws and the HOA/COA's Bylaws, in my experience you have to run the numbers, and do so frequently, to decide whether it is worth your time, money and energy.

I think justice happens a lot in the movies. In the real world, not so much.

These attorneys you say are "personal attorneys" of the directors need to clarify who their client is: Is their client the HOA/COA? Or is their client the people who just happen to be on the board? The difference is huge. Furthermore, the law requires attorneys to be very clear about whom they represent. Disclosure of "whom the client represents" cannot be simply, "I represent Jane Doe." Assuming one or both these attorneys truly represent the HOA/COA, and have an agreement in writing, the disclosure should be something like, "I represent the HOA corporation. I do not represent any one member of the HOA. I take direction from the Board to the extent the direction is consistent with the HOA corporation's best interests."

I agree the first step of your attorney would be to send a letter inquiring why the board is violating state law and the bylaws, specifying exactly what is being violated.

I hope you will keep reading here. I think seeing how frequently folks face exactly what you are facing, and the toll it takes fighting an entity with more money, can help one's decision-making.
JanR2


Posts:0


07/15/2021 5:48 PM  
Our last Board was AWOL and our last property manager was negligent. The new president sustained water damage in his unit after a collapsed roof incident. He sparred with our last property manager to the point where she ended her contract with us. He and the new treasurer are singularly focused on suing multiple parties. They retained a lawyer to represent THEM. We have not voted to retain him to represent the HOA. And yet they took official association records for his review.

He determined I was not duly elected to the Board because I am not a unit owner. I am a trustee for my parents, who own a unit. I have their full POA. And our bylaws specifically state that "a majority of Board Directors must be unit owners." We have that now, with those two who are unit owners, and me (a trustee even if not a unit owner). That their lawyer came to this conclusion is astounding.

I'm surprised that there are a lot of others experiencing this. It's a travesty. Why bother to have state regulation if there is no enforcement mechanism?

Ugh, also, these people are morons. The president keeps saying we can save money by taking away insurance coverage for unnecessary things like terrorism. I have explained to him several times that terrorism is specifically an EXCLUDED PERIL and that we don't pay for it. But he can't or won't read. That makes this even harder.
JanR2


Posts:0


07/15/2021 5:53 PM  
Here is a followup question, although you may not know the answer. If they indeed believe I am no longer a board director, then they do not have the requisite number of board members, specified in our bylaws as a minimum of three. Doesn't that make their activities going forward a violation?
JanR2


Posts:0


07/15/2021 6:04 PM  
Wait, never mind. I see what you're saying. I didn't come here to be lectured to. I just hoped to gain answers as to whether their conduct was experienced by anyone else, and what they may have done to mitigate it. You don't know how much money I have, so please don't patronize me. I am a retired newspaper reporter who has covered hundreds of executive boards of every type. It's not in my nature to let these violations of law just go by because it's not worth the time or money. So with all due respect, I will make that judgment after more fact-gathering. Elsewhere.
MelissaP1
(Alabama)

Posts:10595


07/15/2021 6:12 PM  
Well we are getting more details here. Again it is NOT your responsibility or duty to contact ANY vendor unless you are directed to do so by agreement of the board. Members in general do not contact vendors directly. It is the board's decision and then they decide amongst themselves who is the POC.

Your not really an "owner". A POA doesn't put you on the DEED of ownership. It may put you in charge of your parents decision making but you are not a member yourself.

Have a feeling we are going to get some more details about this situation leading to more ideas of what the issues truly are...

Former HOA President
MaxB4
(California)

Posts:1614


07/15/2021 6:38 PM  
Posted By MelissaP1 on 07/15/2021 6:12 PM
Well we are getting more details here. Again it is NOT your responsibility or duty to contact ANY vendor unless you are directed to do so by agreement of the board. Members in general do not contact vendors directly. It is the board's decision and then they decide amongst themselves who is the POC.

Your not really an "owner". A POA doesn't put you on the DEED of ownership. It may put you in charge of your parents decision making but you are not a member yourself.

Have a feeling we are going to get some more details about this situation leading to more ideas of what the issues truly are...



Well the OP checked out. Before you speak, you need to do some research. Legal title in a trust is held by the trustee. She stated she was the trustee of her parents trust.
MelissaP1
(Alabama)

Posts:10595


07/15/2021 6:41 PM  
Well was just testing how long it was going to take for the check out. When you don't get the answers you want to hear that tends to happen..

Former HOA President
DeidreB
(Virginia)

Posts:106


07/15/2021 9:51 PM  
I have experienced the depth of sociopathy on a couple HOA boards. The worst is when they manage their public persona and perception so well that no one else can see it but you. I have not read your By Laws, Declaration of CC&R's or applicable state HOA laws but from what you wrote, I suspect you know what you are talking about. Personal advice: while your intentions to push the case so you can stay to keep them from going off the rails is righteous and respectable, please know that the deck is heavily stacked against you. Unless you have a battalion of angry supporters in the community ready to stand behind you in writing, I recommend that you take care of your health and happiness and relocate to a nicer community free of this nonsense.
DeidreB
(Virginia)

Posts:106


07/15/2021 9:53 PM  
Just saw the OP left. Sorry for what they are going through. Been through something similar and realized yuo can't win against these types. Sorry for typing before reading.
CathyA3
(Ohio)

Posts:2607


07/16/2021 5:48 AM  
Yeah, no heroes in this story. The OP was out of line and the other board members sound like they're operating illegally (I'm taking the whole story with a grain of salt, though).

We had a new board member who behaved exactly the way the OP did, and worse - she even hired some workers without bothering to inform anyone. She was incredibly disruptive since she had no idea what she was doing, didn't think there was anything to learn, refused to listen, and thought she should be able to do whatever she wanted. Like a roomba on steroids and we couldn't find the kill switch...
MelissaP1
(Alabama)

Posts:10595


07/16/2021 8:11 AM  
I am not saying that the HOA was not being ran per "the laws". Whatever that may mean. What the issue I saw was the OP contacting vendors behind the boards back because they were not getting the answers they wanted. I can understand why the other board members did not take that well. It is not because they are hiding stuff or being crooked. It is because it is NOT the OP's place to do it.

A board member means you are on a board of others. Simple as that. You can not do someone's job when not tasked or asked. I may not call a vendor one day because I know they are on vacation. I may be on vacation. Does not mean I do not do my job. It means that the situation is understood. Not that another member decides to contact because they seek answers.

Overall the OP needs to recognize their part in this. That is communication is key not assumptions.

Former HOA President
CathyA3
(Ohio)

Posts:2607


07/16/2021 10:45 AM  
Posted By DeidreB on 07/15/2021 9:51 PM
I have experienced the depth of sociopathy on a couple HOA boards. The worst is when they manage their public persona and perception so well that no one else can see it but you. I have not read your By Laws, Declaration of CC&R's or applicable state HOA laws but from what you wrote, I suspect you know what you are talking about. Personal advice: while your intentions to push the case so you can stay to keep them from going off the rails is righteous and respectable, please know that the deck is heavily stacked against you. Unless you have a battalion of angry supporters in the community ready to stand behind you in writing, I recommend that you take care of your health and happiness and relocate to a nicer community free of this nonsense.



That's good advice.

If you're the odd man out in any group, it doesn't matter whether you're right and they're wrong, or if you're the problem instead. You have to be able to work with the other members, and if you can't then you won't be effective.

I also think that any community association is going to be vulnerable to this stuff. It's the personalities involved, and they're everywhere. Moving may fix the problem temporarily, but it's no guarantee that things will continue to hum along. My biggest beef with community associations in general is that I'm forced into a legal and financial relationship with a bunch of people I can't vet before or after purchasing my home. Dysfunctional people + the legal structure of community associations = a recipe for problems.
MaxB4
(California)

Posts:1614


07/16/2021 12:17 PM  
Posted By CathyA3 on 07/16/2021 10:45 AM
Posted By DeidreB on 07/15/2021 9:51 PM
I have experienced the depth of sociopathy on a couple HOA boards. The worst is when they manage their public persona and perception so well that no one else can see it but you. I have not read your By Laws, Declaration of CC&R's or applicable state HOA laws but from what you wrote, I suspect you know what you are talking about. Personal advice: while your intentions to push the case so you can stay to keep them from going off the rails is righteous and respectable, please know that the deck is heavily stacked against you. Unless you have a battalion of angry supporters in the community ready to stand behind you in writing, I recommend that you take care of your health and happiness and relocate to a nicer community free of this nonsense.



That's good advice.

If you're the odd man out in any group, it doesn't matter whether you're right and they're wrong, or if you're the problem instead. You have to be able to work with the other members, and if you can't then you won't be effective.

I also think that any community association is going to be vulnerable to this stuff. It's the personalities involved, and they're everywhere. Moving may fix the problem temporarily, but it's no guarantee that things will continue to hum along. My biggest beef with community associations in general is that I'm forced into a legal and financial relationship with a bunch of people I can't vet before or after purchasing my home. Dysfunctional people + the legal structure of community associations = a recipe for problems.



I found a solution and loving every day because of it.
BenA2
(Texas)

Posts:1114


07/16/2021 12:50 PM  
I disagree with some of the other comments, at least partly. Normally, the board should work together but if you are self-managed, individuals have to sometimes contact vendors and contractors. As long as you are not making decisions on your own, I don't see a problem with contacting vendors for information.

I also agree that the other two board members cannot remove you as a director if you were elected by the membership unless your governing documents or state law gives them that authority (which would be unusual).
MichaelS56
(Minnesota)

Posts:306


07/16/2021 4:23 PM  
Move.
DeidreB
(Virginia)

Posts:106


07/16/2021 9:53 PM  
I love that statement: "I'm forced into a legal and financial relationship with a bunch of people I can't vet before purchasing my home." That is a zinger of wisdom! I also love the statement made by I think Melissa before that buying in an HOA is like walking into a bar and becoming business partners with everyone at the bar. (I may have the wrong person but another good wisdom zinger)
JF11
(New Jersey)

Posts:1


07/17/2021 3:54 AM  
I am facing a similar situation. I was notified that the Board voted I could not talk to service providers/workers or the management company. I am a Board member. The service provider was on the street and I asked questions where I learned about negligence. As resident I am not sure how I can be selectively told not to talk to anyone on my own behalf especially someone on a public street. The Board President controls communication with the management company. I have called directly during emergencies concerned that the property manager is not responding. That person’s supervisor provided the Board with their cell phone therefore I used a phone number provided to me.

Happy to have thoughts as I am not aware how any of this could be legal and quite the different experience than I expected.
CathyA3
(Ohio)

Posts:2607


07/17/2021 4:35 AM  
Posted By JF11 on 07/17/2021 3:54 AM
I am facing a similar situation. I was notified that the Board voted I could not talk to service providers/workers or the management company. I am a Board member. The service provider was on the street and I asked questions where I learned about negligence. As resident I am not sure how I can be selectively told not to talk to anyone on my own behalf especially someone on a public street. The Board President controls communication with the management company. I have called directly during emergencies concerned that the property manager is not responding. That person’s supervisor provided the Board with their cell phone therefore I used a phone number provided to me.

Happy to have thoughts as I am not aware how any of this could be legal and quite the different experience than I expected.



You are able to talk to anyone about *your own personal business* any time you want.

Once you start discussing association business, you're out of line unless the board has authorized you to be the spokesperson. Many/most associations that employ a property manager pay that person to supervise the association's service providers. If you step in, you're interfering with the manager's ability to do their job - and it doesn't matter if you think you're justified, you're still out of line.

There will be procedures in place to handle emergencies. Deviating from these procedures doesn't speed things up - just the opposite usually.

Any discussion of negligence with a service provider is even worse, so I'm not surprised the rest of the board took the steps they did. Yes, they can do that, and if you cause enough problems they may vote to fornmally censure you or to try to remove you from the board altogether via recall election (or by board vote if you were appointed).

You're on a team and you play your position. You don't play the other guys' positions because you think you can do it better.

JohnT38
(South Carolina)

Posts:794


07/17/2021 4:55 AM  
I think Cathy's comments are spot on. Our contract with the management company specifies that only the President and Vice President can contact the PM directly. I'm assuming that this is typical. When you consider that the PM is probably working with other communities this makes perfect sense and protects them from being inundated with phone calls from too many people. It also protects potential conflict when multiple people from the same Board are telling the PM different things which puts this person in the middle of a pissing match between board members.
MaxB4
(California)

Posts:1614


07/17/2021 8:38 AM  
As a PM, I feel an obligation to speak to anyone within a community, whether its a homeowner or a board member. It can be personal or it can be business. It is only a discussion and no action is being taken because of the conversion.

This is where you guys get into trouble, having a board president acting outside their authority supposedly given by the board.
KerryL1
(California)

Posts:8734


07/17/2021 9:38 AM  
Our contract with our MC states that the board president is the liaison with management and we directors cannot just willy nilly visit the PM's office or make requests of the PM or Asst. PM. We certainly may not direct or instruct them. The exception as Cathy notes and as other have noted over time is when the Board approves a director to handle a certain matter, or oversee certain functions in the HOA.

The latter is surely done in self-managed HOAs. Each director surely may not instruct the landscaper, but rather, the board assigns that task to a director or perhaps a committee.

Imagine the craziness if we 7 directors could individually ask for certain services of the PM or tell them how to fix the pool pump or that they should have our hallways vacuumed more often.
MaxB4
(California)

Posts:1614


07/17/2021 9:53 AM  
Hell, I have been doing this the wrong way all these years. Starting Monday, I will start direction from the president knowing full well the action they are requesting was never authorized by the Board.

Thanks for the great advice.
JohnC46
(South Carolina)

Posts:11667


07/17/2021 10:12 AM  
Posted By MaxB4 on 07/17/2021 8:38 AM
As a PM, I feel an obligation to speak to anyone within a community, whether its a homeowner or a board member. It can be personal or it can be business. It is only a discussion and no action is being taken because of the conversion.

This is where you guys get into trouble, having a board president acting outside their authority supposedly given by the board.



I agree especially with the Pres acting outside their authority is quite often the issue. Many assume the Pres knows what they ae doing......wrongo.
KerryL1
(California)

Posts:8734


07/17/2021 1:41 PM  
Clarification of my above: The ability of the prez to direct the PM is greatly constrained by our board policy. It's only for matters that the Board cannot act on quickly enough at a duly noticed meeting.

The contract (with a very large MC) is very clear that the GM may also say to the prez, "we need to take this to the Board." Our Bylaws and CC&Rs make it very clear that the Board, not the prez governs our HOA. The president's job here is mainly to coordinate the agenda and preside at meetings.

Yes, we've had some terrible presidents--some ignorant some arrogant, some both.
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