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Subject: Board Members who Thrive on Controversy
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Author Messages
AnnaJ1
(Maryland)

Posts:79


10/04/2021 11:00 AM  
Pain in the "rear" Board member runs around the neighborhood talking trash about the Board to whatever homeowner will listen when something is ratified that he didnt want. He slanders and mischaracterizes Board decisions that he disagrees with to generate distain towards the Board. I also believe he shows Board emails to members. He's most definitely violated his Fiduciary Duties, but we cant do anything but censure him which won't solve the issue. Now, he's recruited two more @ssh*les as allies who were voted onto the Board a couple of weeks ago. They act like him. This is stressful for me as president. It creates tension on the Board, and we're handling a big mess right now between the developer and the County regarding some amenities that weren't completed. Plus, I can't be forthright with the complete Board. For example, when residents send complaints to the PM, they can only send them to me, because this guy will run around telling everyone that so & so complained about whatever. At first, it was just one of him. Now there are 3, on a 7 person Board. Any suggestions?
MelissaP1
(Alabama)

Posts:10534


10/04/2021 11:25 AM  
Stop taking it personally and handle your business. People going to talk. Can you rise above the talk? Do you need their vote to getting things done? If so, then hope they vote your way. If not, then what does it matter? Do your job and keep your head up. IF you are clean all the other stuff falls off.

Former HOA President
KerryL1
(California)

Posts:8620


10/04/2021 11:28 AM  
How, Anna, did these two replicas of the jerk get approved to be on the Board?? Owner vote? Board appointees?

Since you still have a majority of 4 (I hope), DO censure him publicly if you have meetings open to members.

Another possibility is to make the Board majority an executive committee of the Board. This would exclude him and his cronies from the confidential materials that worry you. Meanwhile, there should be very few Bird emails among yourselves. Cut back on them and discuss as p music as possible in open meetings so Owners can see and hear you.

Consult with your HOA attorney for advice.

Other here will help!
AnnaJ1
(Maryland)

Posts:79


10/04/2021 11:52 AM  
Posted By KerryL1 on 10/04/2021 11:28 AM
How, Anna, did these two replicas of the jerk get approved to be on the Board?? Owner vote? Board appointees?

Since you still have a majority of 4 (I hope), DO censure him publicly if you have meetings open to members.

Another possibility is to make the Board majority an executive committee of the Board. This would exclude him and his cronies from the confidential materials that worry you. Meanwhile, there should be very few Bird emails among yourselves. Cut back on them and discuss as p music as possible in open meetings so Owners can see and hear you.

Consult with your HOA attorney for advice.

Other here will help!




Kerry, owners voted them in because he slanders the Board as a recruitment and or election campaign tool. For example, he will say, "The Board launched a lawsuit against the developer without asking the community!!" They are wasting YOUR money!" The Bylaws don't say the Board has to take a poll. And there were many many reasons why the lawsuit was the right decision. Nonetheless, members get pissed off when they hear these types of things.

In turn this makes things SO much more difficult for me, because I have to restrict what's sent to the Board from the PM because of their big dumb mouths. (Dissention and complaints from owners, correspondence from the County regarding the big mess with the amenities unless it's something requiring a vote, etc.) This makes me feel isolated and like I'm shouldering so much more work than I need to. I want to quit, but I feel like I really can't in the middle of this big mess between the County, the developer & their attorney. I feel like a censure would anger him (them) to the point this situation would get even worse.

We can't really do an executive committee because one of the @ssh*les is an officer. (Secretary)
AugustinD


Posts:1695


10/04/2021 12:00 PM  
Posted By AnnaJ1 on 10/04/2021 11:52 AM
"The Board launched a lawsuit against the developer without asking the community!!" They are wasting YOUR money!" The Bylaws don't say the Board has to take a poll.
No poll is required, but HOA/COA board meetings are supposed to be open to owners. Furthermore, the expense of a lawsuit is significant, and this expense should appear on financial reports, to which members under the law have access. Also HOA/COA disclosure law in Md might require disclosure of any active litigation.

I know it's so hard and demanding being a HOA/COA president. But if per chance the board did not at least disclose that the HOA/COA had begun litigation, and further say something like, 'The filings are public record at the courthouse. On advice of counsel, the Board can say no more.' then I think this would understandably raise hackles.
AugustinD


Posts:1695


10/04/2021 12:02 PM  
Posted By AugustinD on 10/04/2021 12:00 PM
HOA/COA board meetings are supposed to be open to owners.
Clarification: In Maryland board meetings that do not involve certain confidential et cetera topics are to be open to owners.

Some states do not require HOA/COA board meetings to be open to owners.
AnnaJ1
(Maryland)

Posts:79


10/04/2021 12:36 PM  
Posted By AugustinD on 10/04/2021 12:00 PM
Posted By AnnaJ1 on 10/04/2021 11:52 AM
"The Board launched a lawsuit against the developer without asking the community!!" They are wasting YOUR money!" The Bylaws don't say the Board has to take a poll.
No poll is required, but HOA/COA board meetings are supposed to be open to owners. Furthermore, the expense of a lawsuit is significant, and this expense should appear on financial reports, to which members under the law have access. Also HOA/COA disclosure law in Md might require disclosure of any active litigation.

I know it's so hard and demanding being a HOA/COA president. But if per chance the board did not at least disclose that the HOA/COA had begun litigation, and further say something like, 'The filings are public record at the courthouse. On advice of counsel, the Board can say no more.' then I think this would understandably raise hackles.




Thanks AugustinD for the well thought out response. Want to move to MD to be on the Board with me?

Yes, this lawsuit was well publicized to owners, and every owner that was present when the lawsuit was ratified was in favor of it. The PM also sends out E-blast updates. The amount going to the attorneys is clearly listed on the financial statement sent to every owner right before the annual meeting, which he used to run around the neighborhood with to get everyone worked up. This person just is against the BOD and pretty much every decision it makes. So, he wants to get his way, no matter what.
AugustinD


Posts:1695


10/04/2021 12:46 PM  
Good to read that the lawsuit was well-publicized and even supported by owners, AnnaJ1.

Understood (as best I can from afar) about this director.

I believe relaying things spoken in executive session is a serious violation of fiduciary duty. For one, some topics may involve attorney-client privilege and put the corporation in a bad position. It's worth considering consulting the HOA attorney to see if the Board may lawfully exclude this director (these directors) from exec sessions (assuming there is proof he/she (they) is (are) leaking).

I'd serve on a board with you and any others here who would represent a like-minded majority on following the covenants, bylaws et cetera.
CathyA3
(Ohio)

Posts:2475


10/04/2021 12:58 PM  
As someone who found herself in a similar position (but not that extreme), here's my take:

If you're the sole voice of reason on the board, then you need to accept that you won't be able to affect the outcome of this sh!tshow.

Engaging in a fight with the other directors won't do any good. You'll be playing their game and they're better at it than you are. Plus they'll enjoy it and it will make you nuts.

This means your options are either to stay on the board and and do your job calmly and professionally, knowing that it will be unpleasant and that you won't change anything, or resign and let things play out as they will.

The other thing you're up against is a bunch of homeowners who are listening to the troublemakers.

If you had just a few troublemakers on the board who weren't getting much traction with the rest of the community, then I'd be leaning more to the slow and patient method, providing homeowners with plenty of accurate information so that they can make informed decisions and allow the bad actors to discredit themselves. With enough allies you could try for a recall election after the troublemakers have done a few boneheaded things that will give you some ammunition. But there may not be enough homeowners right now who think there is a problem.

Without enough allies, often the quickest way to educate people is to let them experience the results of their bad decisions, painful as they may be in the short run. I'm a big believer in the educational value of natural consequences.

So in your shoes I'd strongly consider resigning and leaving them to their own devices. Let it get worse before it gets better, and hopefully enough homeowners will wise up quickly enough to prevent too much damage.

MichaelS56
(Minnesota)

Posts:279


10/04/2021 1:38 PM  
Begin to look at ideas for developing Board ethics. Bring some of those examples to the Board meetings and discuss them. Keep bringing examples that you believe would be practical for a Board to follow and then vote on them.
AnnaJ1
(Maryland)

Posts:79


10/04/2021 2:14 PM  
Posted By MichaelS56 on 10/04/2021 1:38 PM
Begin to look at ideas for developing Board ethics. Bring some of those examples to the Board meetings and discuss them. Keep bringing examples that you believe would be practical for a Board to follow and then vote on them.




Thanks for the feedback everyone. Very helpful.

Michael, great idea. Does your Board have something like this? If so, could you give more details?
KerryL1
(California)

Posts:8620


10/04/2021 2:28 PM  
Sorry to hear your dilemma, Anna. Does a majority of the Board, 4, support you generally? If so, and as both Augie & I suggested, seek advice from your HOA attorney. You might even have the board vote on this since the director is not adhering to his duty of loyalty to your corporation.

Executive committees do not require that officers are on it in CA. So, see what MD requires if your bylaws are silent on this topic. Such a committee can partly neutralize the jerk and his buddies nd they can exclude them from discussing certain matters.

Considering a Code of Ethics at an open meeting with owners present IS a good idea from Michael. Presumably all directors would give their opinions of various aspects of it. Our MC has such a code that we directors sign every year. It clearly states that ex. sees. maters must remain confidential, for instance.

Try CAIonline.org for their version.
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Forums > Homeowner Association > HOA Discussions > Board Members who Thrive on Controversy



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