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Subject: New Board Member Left with a Mess...
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MackenzieM
(Maryland)

Posts:2


08/03/2021 7:43 AM  
So here's some backstory (we're in Maryland), Myself and two other like-minded owners just took over 3 of the 5 board positions during our annual meeting last week. Of the other two board members who wouldn't be up for re-election until next year, one of them stepped down after the annual meeting, effective immediately. The other board member has been on the board for several years. However, we have a very adversarial relationship due to a number of things. But mostly the former board's lies and broken promises regarding a string of 30+ break-ins (including assaults and a home invasion) by the same individual between Aug 2020 and March 2021 (the individual is in jail now, no thanks to the former board!). Also very adversarial, is our relations with our PM. We have caught the PM in many, many lies in past few months. Basically that's why we three ran together in the hopes of taking all the three open positions and thereby ousting the previous president and vice-president who had been serving for 10+ years. We've asked for proposals from several other PM companies but for the time being we've got to deal with what we have.

Here's some of problems we're trying to solve:

1) The former vice president who served as secretary for many years did not submit meeting minutes for about half of the meetings in the past few years. I've been hounding the board and PM to about the missing meeting minutes for over a year. They keep promising the minutes will be made available by various deadlines that have all come and gone, but they have thus far refused to even confirm that there are no meeting minutes or notes. I doubt the former secretary will be of any help. His unit was in tax sale and was final as of a court date 8/01/2021 (Yes, he was running for re-election 7/27/2021 in spite of this. There may be recordings of the meetings he didn't keep minutes for.

2) There are a number of "rules" that the PM will reference that are not written anywhere or available anywhere that I have been able to find (despite having spent many many countless hours requesting books and records and reviewing documents). Some of these include a requirement that all unit's doors into hallway have the same mandated doorknob, peephole, door knocker, etc.. The former board scheduled installers to come put in the new locksets this week. Many owners are confused and/or don't want to have their locksets replaced. The board meeting where the former board passed this mandate is one of the ones where the meeting minutes are (likely perpetually) missing. Other "rules" include that owners may not access their own outdoor HVAC units (only HVAC technicians will be given the directions and access codes), that owners may not congregate on the front steps, that only the security contractor may pull footage from the security cameras, etc, etc. I've requested documentation of these "rules" many many times over many many months and I've been pretty much completely ignored. So now that we've taken over the board, what should we do about these "rules?" Are owners required to have their locksets replaced this week if they don't want to?

3) The former board president told had many conversations with another owner about how he was going to appoint him to a security committee and the security committee would be given the task of pulling footage and providing it to the police whenever there are incidents. Our condo building is in a big city where crime is common. The former board passed a motion that only the security contractor can pull footage. We want to "undo" this motion, create the security committee, and give the committee that job. We now have effective control of the board 3/4 positions (plus another once we appoint someone to the open seat). So it's not a matter of votes, it's just a matter of how to actually go about it.

4) I requested books and records many many times over many many months and was stonewalled or told I would receive them by numerous deadlines that have all come and gone. Now that we've taken effective control of the board over the last week, I now have access finally to many of the items I'd been requesting. I want to make as many items routinely available on our web portal as possible from now on, including contracts with our PM, pest control, garbage, landscaping, etc.. As well as expanded monthly financials like general ledger, cash disbursements, bank reconciliation, copies of invoices paid, etc.. What are some of the best practices regarding transparency for books and records? In Maryland we have a legal right to all of these items, I want to make automate access to as much as possible.

5) Communication, do any of you have an official platform for owners to communicate with each other on any and all condo association matters?

6) The former board has been sitting on a estimate to replace most of the windows in building, these amounts would be the owner's responsibility and there has been some talk of special assessments but the former board and PM was impossible to hammer down. We're in a historic district and our building is a historic landmark, so replacing the windows will be a significant amount. The first phase of window replacement involving 6 units back in 2015, resulting in the 3 of the 6 units going into foreclosure rather than paying the assessment. We want to gain access to the estimate and circulate it to homeowners and go from there. The PM is very hostile and half of the time lies and says the estimate doesn't exist (it does exist, the PM told me himself in a face-to-face conversation and other unit owners have seen it).


I have an attorney on retainer and the time and skills and motivation to devote to this but would like some specific detailed advice on exactly how to go about it, especially when the PM and former board members are hostile.
AugustinD


Posts:1920


08/03/2021 8:21 AM  
Posted By MackenzieM on 08/03/2021 7:43 AM

1) The former vice president who served as secretary for many years did not submit meeting minutes for about half of the meetings in the past few years. I've been hounding the board and PM to about the missing meeting minutes for over a year. They keep promising the minutes will be made available by various deadlines that have all come and gone, but they have thus far refused to even confirm that there are no meeting minutes or notes. I doubt the former secretary will be of any help. His unit was in tax sale and was final as of a court date 8/01/2021 (Yes, he was running for re-election 7/27/2021 in spite of this. There may be recordings of the meetings he didn't keep minutes for.
Practically speaking, does the COA really need these past minutes? Is the amount of time you are going to expend to get the past minutes worth the benefit? If I were on your board, I might very well vote to let this go.
2) There are a number of "rules" that the PM will reference that are not written anywhere or available anywhere that I have been able to find (despite having spent many many countless hours requesting books and records and reviewing documents). Some of these include a requirement that all unit's doors into hallway have the same mandated doorknob, peephole, door knocker, etc.. The former board scheduled installers to come put in the new locksets this week. Many owners are confused and/or don't want to have their locksets replaced. The board meeting where the former board passed this mandate is one of the ones where the meeting minutes are (likely perpetually) missing. Other "rules" include that owners may not access their own outdoor HVAC units (only HVAC technicians will be given the directions and access codes), that owners may not congregate on the front steps, that only the security contractor may pull footage from the security cameras, etc, etc. I've requested documentation of these "rules" many many times over many many months and I've been pretty much completely ignored. So now that we've taken over the board, what should we do about these "rules?" Are owners required to have their locksets replaced this week if they don't want to?
The board cannot just make up rules at meetings. For one thing, the rules must have a sound basis in the covenants. I advise this board to order the PM to write down all rules he/she has been enforcing and include a statement of what section of the covenants gives authority for the rule. Any rule lacking authority should be deleted, with strict orders to the manager to cease enforcing these rules.

If your COA has a contract with a lock company, oh well. Better to not break the contract.



3) The former board president told had many conversations with another owner about how he was going to appoint him to a security committee and the security committee would be given the task of pulling footage and providing it to the police whenever there are incidents. Our condo building is in a big city where crime is common. The former board passed a motion that only the security contractor can pull footage. We want to "undo" this motion, create the security committee, and give the committee that job. We now have effective control of the board 3/4 positions (plus another once we appoint someone to the open seat). So it's not a matter of votes, it's just a matter of how to actually go about it.
Put the item on the next board meeting's agenda. Put a draft motion into the agenda. Do it.

4) I requested books and records many many times over many many months and was stonewalled or told I would receive them by numerous deadlines that have all come and gone. Now that we've taken effective control of the board over the last week, I now have access finally to many of the items I'd been requesting. I want to make as many items routinely available on our web portal as possible from now on, including contracts with our PM, pest control, garbage, landscaping, etc.. As well as expanded monthly financials like general ledger, cash disbursements, bank reconciliation, copies of invoices paid, etc.. What are some of the best practices regarding transparency for books and records? In Maryland we have a legal right to all of these items, I want to make automate access to as much as possible.
Nationwide, in the last twenty years or so(?), more and more regulation of contracts being publicized has occurred. I would not post contracts.

Monthly profit and loss statements and balance sheets should be posted to a COA owned web site, in my opinion.

Putting all invoices on an internet site is too time intensive. Those who really want these can make a formal records request.

5) Communication, do any of you have an official platform for owners to communicate with each other on any and all condo association matters?
This is not the board's job. Any interactive social media is bound to result in folks putting up falsehoods.

Keep in mind that the typical COA owner and often, the typical COA director has no clue about what a "covenant" is and how covenants and state statute determine the bulk of how a COA is to operate.

Some are under the woefully misguided impression that a Board is all-powerful. Not so.

6) The former board has been sitting on a estimate to replace most of the windows in building, these amounts would be the owner's responsibility and there has been some talk of special assessments but the former board and PM was impossible to hammer down. We're in a historic district and our building is a historic landmark, so replacing the windows will be a significant amount. The first phase of window replacement involving 6 units back in 2015, resulting in the 3 of the 6 units going into foreclosure rather than paying the assessment. We want to gain access to the estimate and circulate it to homeowners and go from there. The PM is very hostile and half of the time lies and says the estimate doesn't exist (it does exist, the PM told me himself in a face-to-face conversation and other unit owners have seen it).
-- Does the PM have a boss?

-- I might vote to hire a new PM as soon as possible. It sounds like you all are already on this path.

-- Be honest with the membership about the struggles you are having.

-- Small caveat: Keep inside the Miami area condo that recently collapsed, killing nearly 100 people. The board has a duty to maintain reserves pursuant to what a licensed reserve company recommends. More and more attorneys are pounding on this, on account of the Surfside condo collapse.

I have an attorney on retainer and the time and skills and motivation to devote to this but would like some specific detailed advice on exactly how to go about it, especially when the PM and former board members are hostile.
Why are you paying an attorney? Does the COA have an attorney? If not, the COA should hire an attorney. A good attorney will educate the board as much as anything else.
AugustinD


Posts:1920


08/03/2021 8:22 AM  
Posted By AugustinD on 08/03/2021 8:21 AM

-- Small caveat: Keep inside the Miami area condo that recently collapsed,
Post-o. The above should read, "Keep in mind the Miami area condo that recently collapsed,... "
SheliaH
(Indiana)

Posts:4291


08/03/2021 9:05 AM  
In your previous post where you asked for advice now that you and your colleagues have a majority on the board, most of us suggested you start with reviewing your documents so you’ll have an understanding of how the association and the board are supposed to work.

I understand you want to undo some (most?) of the crazy stuff the previous board did, but you must start with a clear understanding of what your duties are, otherwise you’ll drive yourself crazy jumping from problem to problem, possibly making them worse – and then YOU and your colleagues risk being on the receiving end of an election booting you out or being recalled.

That said, here are a few observations and tips on what you’ve written about this time (not necessarily in the order you wrote them):

1. Since it appears this property manager has an issue working with you, your first step might be to speak to his/her supervisor. All of you need a sit-down where you can explain your concerns and he can give his side of the story. Remember, he may have worked with the former board for years and doesn’t yet know any of you, so he’s also going through a transition. Perhaps both sides need to give each other time to adjust.

That said, the property manager needs to understand that he works at the direction of the board, and so when you ask that something is done, he needs to do it. It’s ok for him to ask questions clarifying how that should happen, so you need to be prepared to answer them.

Once you clear the air on how things should be done going forward, it may be helpful to prepare a memo of understanding or something documenting what was discussed and agreed upon. Give yourselves 6 months to show you’re capable of working together and then have another meeting.

This time, you should be able to be specific as to what your concerns are instead of harping on what the previous board did. It’s not that that isn’t important, but you’re running the show now, so much of what happens next will be on you.

If you find you still can’t work together, ask the property manager’s supervisor if you can get another one assigned or be prepared to look for another company. That will present another set of challenges, so I hope you took my suggestion from the last conversation and go to the CAI website to get some training materials on best practices for HOA boards. the property manager 3-6 months to prove he’s capable of working with you.

2. Have your association attorney write a letter to the former vice president/secretary and request copies of board meeting minutes and give him/her a deadline, reminding him of the previous requests. This time, if the information isn’t provided, you will take legal action against him/her. Do this quickly if it appears he’s about to sell his home (or get it taken away in a foreclosure or tax sale).

In fact, it may be helpful to send a letter to all the previous board members advising them they are expected to assist in providing information and documents to the new board to ensure a smooth transition. Be specific in what you need and have a plan in case they resist (you can discuss that with the attorney before the letter’s sent).

While you’re at it, look for a good accounting firm that can perform a full audit of the financials, so you can get a handle on what’s there and what’s missing. The former board members (and the lone holdover) should be put on notice they will be expected to answer questions if warranted. If they can’t or refuse to, it may be necessary to take legal action against them, but first you need to see if there is a problem and the extent of it.

Be prepared for the possibility there may not be any records anywhere – in which case you’ll have to start from where you are right now. That should also include establishing a formal records retention and destruction policy. Talk to your association attorney and master insurance carrier for advice on what should be saved, for how long, how to store them securely and permanently, preserving owner privacy, etc.

3. If the current property manager can’t come up with documentation of these “rules” and they aren’t listed anywhere, you may as well move on and work on your own, but you’re not there yet. Right now, you need to focus on where the association is and what needs to be done over the next six-12 months. Get your board organized and find out where the association is financially, as well as what maintenance needs to be done and then set some priorities on what will be addressed first. This is where it would help to get a few advisory committees together to help sort through the nonsense and make recommendations to the board.

4. Skip the requirement on the doors having the same doorknob, peephole, etc. and postpone the installation – if they really aren’t necessary at this time, don’t spend the money. Establishing a “security committee” can also wait – if people really want something, contact the local police department and look into establishing a neighborhood (building?) crime watch.

Yes, you can rescind what the previous board did, but before you give a new committee the job of pulling footage, perhaps you should talk to the security camera people about monitoring services – it may be worth the extra money to have them do this for you.

While you’re at it, postpone the window project for now – y’all need to get organized before you revisit that issue. This time, do it right – shop around for the best contractor, consider the style of window you want to replace, and then review your financials to see if you have the money to do it. If not, you may need a special assessment that will require homeowner approval – another convoluted process, depending on what your documents say about the topic.

A next to final note on finances – when was the last time your association had a reserve study? If it’s been over five years or you can’t tell because you don’t know where the board meeting minutes are, that’s a project you should seriously consider for next year. You need to know where you stand financially before you can replace doorknobs, windows, or anything else in the common areas.

5. For communicating with the homeowners, my community has one email address where all board members can access. We also have a website – that’s one of the best places you can start in providing information, as you can update information as needed, and perhaps set up areas where people can get the last years’ worth of board meeting minutes. There are several companies (like the folks who sponsor this website) that can set up and maintain a website for you.

One more thing about email – you’ll need a policy on email retention, as communication in several instances is considered association records that any homeowner can obtain upon request. This is why board members should only use the official email website instead of mixing correspondence with their personal email. Use the search function on this website and you’ll see old conversations on email use and misuse from various people – they’re old conversations, so don’t respond to them, but take some notes on what to do and avoid.

You have a lot to do, but don’t let that scare you. You can only eat an elephant one bite at a time, so talk with your colleagues and set your priorities first, then put each board member in charge of overseeing an area so you can spread the work around. Things will get done, but you have to be willing to take the time to do it right the first time because no one has the time or money to do it over and over and over.

As for the holdover from the previous board, maybe you should have an executive session to find out from him if he’s willing to accept this as a new day and help out or just attend meetings and sulk. You can’t force him to resign (only the homeowners can vote him out or recall him), but he should be made to understand that everyone, including him, has to work together because all of you serve at the pleasure of the homeowners.
KerryL1
(California)

Posts:8729


08/03/2021 9:15 AM  
Mackenzie. did you read all of the thoughtful & helpful comments many of us gave to your previous "revolution" post? Please do.

Read the contract with your mgmt company to see if your property mgr. is adhering to the contract.

We do post our financials for any owners to review, but not invoices.

Your HOA is condos? How many buildings? How many condos? For our condo, our rules require that hallway doors have a certain lockset & doorbell, which is original by our developer.

With Augustin, have the PM write list of the so-called rules they say your HOA has. If they were not recorded in meeting minutes they are not enforceable.

KellyM3
(North Carolina)

Posts:1806


08/03/2021 10:45 AM  

Here's some of problems we're trying to solve:

1) The former vice president who served as secretary for many years did not submit meeting minutes for about half of the meetings in the past few years.

Start keeping minutes and making them available for all future meetings. Don't worry about the past as there's no need to worry; you can't change it.


2) There are a number of "rules" that the PM will reference that are not written anywhere or available anywhere that I have been able to find (despite having spent many many countless hours requesting books and records and reviewing documents).

Allow the locksets to be changed per the former board since a vendor is engaged. The new board can establish transparent guidelines for future operational decisions regarding future community maintenance.


3) The former board president told had many conversations with another owner about how he was going to appoint him to a security committee and the security committee would be given the task of pulling footage and providing it to the police whenever there are incidents. Our condo building is in a big city where crime is common. The former board passed a motion that only the security contractor can pull footage. We want to "undo" this motion, create the security committee, and give the committee that job. We now have effective control of the board 3/4 positions (plus another once we appoint someone to the open seat). So it's not a matter of votes, it's just a matter of how to actually go about it.

Your new board of directors can appoint a new security committee to address video file management. Your new board of directors may appoint the participants, including the person "promised" a seat if it makes sense.



4) What are some of the best practices regarding transparency for books and records? In Maryland we have a legal right to all of these items, I want to make automate access to as much as possible.

Do not put your contracts online. There is zero upside to doing this and will only allow your vendors - and all their competition - the spy upon your operations and terms. While no non-confidential information should be withheld from your dues payers, people outside your community have no business interest in your community affairs. Experience will teach you this lesson.

5) Communication, do any of you have an official platform for owners to communicate with each other on any and all condo association matters?

Email newsletters sent FROM the HOA TO the dues payers. It keeps communication streamlined and prevents trolling and behaviors enjoyed here on HOATalk.


6) The former board has been sitting on a estimate to replace most of the windows in building, these amounts would be the owner's responsibility and there has been some talk of special assessments but the former board and PM was impossible to hammer down.

Find the company and get the estimate directly or disregard the estimate and solicit new bids under the authority of the new board, including an updated estimate from the "old" bidder.

Your primary task, one week in, is to "stop the drama." Besides, the previous HOA made decisions that are in-process and other than some homeowners "not liking" the decision, there's nothing inherently dishonest in changing locksets. Besides, the previous board was duly elected.


JohnC46
(South Carolina)

Posts:11665


08/03/2021 10:51 AM  
Mac

You are getting some great advice. I say do not live in the past by wanting all old minutes/records as they probably do not exist, especially the minutes. If in doubt about the finances, have an accountant do a financial review. Time to move forward.
PatJ1
(North Carolina)

Posts:295


08/03/2021 11:18 AM  
Every new Board feels like they've been left with a mess. Our terms are only for one year. WOW, new Board members every year. Imagine getting anything productive done in that amount of time if the focus is what was done in the past. It can take months just to educate a new Board on how HOA's work.

Set priorities for moving forward. In this moment are the previous Board minutes that important? Yes, they should have been kept and recorded, but is that going to stop the Board on future issues? If you find something they shouldn't have done are you willing to file charges against them and sue them?

Previous Board members are your friends. Reach out and be nice to them. They are the only one's you can strike up a conversation with when fishing for information about previous issues.

Board members are elected or appointed volunteers. They don't have to have any qualifications to be elected or appointed. Members seeking a place on the Board may often have specific agendas. MC's work under the direction of the Board and can be great or downright awful. Seldom are they great.

Do what you can in the short time you have. The Board can change at anytime if someone moves or resigns and the Board's focus can be forced to change just by majority rule.

If you don't choose your priorities you may never get anything done and the next Board will start all over. And the next.............

Board members are volunteers. Many have no idea what they're doing. Educate them. Don't beat them up.
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