Still Venting - Our CCO is like a dog with a bone - just won't let go of something

Follow up to Subject: Venting - Chief Complaining Officer Strikes Again started July 8th.

I sent the Boards response that the board decided to not bring bylaw amendments to the membership this year. We brought a full rewrite up last year that was not adopted (failed by one vote) and divided the membership. The Board believes time to unify is needed before another attempt is made.

The CCO sent another email with 5 other lots carbon copied (I guess thinking it would change our answer).
This time it was:

Request two items be added to the Agenda for our next meeting.
1. Have a total of five Members on the Board. Two who will not have a position title..
2. Have a cap on the funds that can be spent by the Directors without Homeowners’ approval.

[note for #2: In December the CCO proposed an amendment that all "new" expenses must be approved by the membership. We gave a detailed response, citing applicable laws, the cost of holding a meeting (space rental, printing, mailing - all broken down) and explained the delay in responding to issues and that "new" is subjective and would need to be better defined. We then referenced the statute that allows members to call meetings].

Our response:

Regarding adding 5 members to the board:

As the Board explained in our previous email to you, sent on July 8th, The Board has informed the membership that we have decided not to try and amend the Bylaws this year. Our attempt to amend the Bylaws last year resulted in dividing the community and the Board desires to let things heal and take the time to better explain and listen prior to another attempt.

As you know, [members of the Board] support a five member board. If one is established the two other Directors would not only increase representation of the membership but also allow the work load to be shared. The Officer positions of Secretary and Treasurer would be separate and the creation of a maintenance officer to oversee the entrance monuments would be created.

Regarding having a cap on spending without membership approval:

The Board has decided to not try and amend the Bylaws this year.

You suggested a similar amendment in December of 2024 which the board considered and the Board provided a detailed response as to why that could be an issue for any Board. The cost for printing and mailing to call for a meeting, to see if a quorum can be obtained and hold a vote is $114. Additionally, there is the cost of a meeting place (currently $200 plus custodial fee). Perhaps $350 to $500 (printing, mailing and room rental) in total. Not to mention the delay and, perhaps, potential liability involved in requesting a vote. Additionally, you provide no suggestion of what that cap would be.

If a quorum is present, and we are able to hold a meeting and conduct business, you may bring the topic up during our open forum section of the meeting. However, we would be unable to vote on any such amendment at that meeting due to notice requirements.

There response:

That is why I requested the two items to be put on the agenda now, so all the members could be informed by email now, plenty of time before the meeting. No cost using email.
In fact, you should be asking all members now, if they have anything they would like added on the agenda, that way everyone would be informed in plenty of time before the September meeting. All at no cost if you use email.

Boards reply:

As the Board has published to the membership, the Board will not be bringing Bylaw amendments for a vote at the 2025 annual membership meeting.
We provided our reasons in our previous email.

Although there is no actual cost in utilizing email, the Board has been informed by legal counsel that certain items must be mailed to the members address on file. These include notices of general membership meetings, proposed amendments to be voted on, adopted amendments and financial notices. Additionally, there are costs in time, energy and finances in developing amendments, obtaining membership feedback, legal review and if adopted, notary fees, filing fees and additional printing and postage. Much of this has been explained to you in writing and in great detail.

The open forum section of the meeting provides the opportunity for the membership to bring things up that were not on the agenda.

Thank you for your input.

This is an individual you can not hold a discussion with because (in my opinion) they don't want to listen. They may hear you but ignore what you say and simply approach the exact same thing a different way. 2 years of this. I'm getting ready to walk away but also want to try and clean things up to minimize potential legal issues in the future.

Many in this development, including the CCO, did not understand what a quorum is. Some still don't understand the notice requirement and why that is a good thing. One, our CCO, thinks we can have membership votes by email not understanding (or simply wanting to ignore) the law that actions without a meeting require 100% agreement.

Heck, the membership passed a bylaw amendment in 2008 without proper notice (after thought at the meeting, which was adjourned and then reconvened to create and adopt the amendment) and without a quorum present and without the required number approving the amendment. There is a lot for the membership to learn about HOAs. It's unfortunate when those who voice opinions don't want to learn.

Again, just venting.

Thanks for allowing me to vent.

If your bylaws require 100% agreement for an action without a meeting, that's ridiculous. Your CCO is correct, your bylaws need to be updated. I've gone tHrogH and atteMPted to take ANY sUperMaJoritY and Make it a siMple MaJority.

It takes our community two months in order to get Quorum, and we do that by voting online, which costs about $30. It's super affordable, and if you hang up signs at the entrance point and make it about their money, alost everyone will eventually vote.I thought I read you only have like a $5,000 per year budget. That's kind of ridiculously small for someone to complain about it.

Lastly, if you decide to put the amount the board can spend to a vote, make sure you use mean averaging ballots so that each option is weighted and the average wins. If you don't do this, you can wind up with a minority picking the winning vote. For example, let's say you have 100 voters and 45 of them want the limit to be $3,000 per year. 30 of them want it to be $1,000 a year, and 25 want it to be $500 per year. Obviously, the majority 55 percent want the limit to be $1,000 or less, but because of the way the question is worded, the people who voted 45% or $3,000 will win.

Are Bylaws are silent on the topic.

TN statute 48-57-104 requires 100% agreement to utilize action without a meeting and then a majority would control how the vote goes.

(a) Action required or permitted by chapters 51-68 of this title to be taken at a meeting of members may be taken without a meeting if all members entitled to vote on the action consent in writing to taking such action without a meeting. If all members entitled to vote on the action consent in writing to taking such action without a meeting, the affirmative vote of the number of votes that would be necessary to authorize or take such action at a meeting shall be the act of the members.

Keep in mind that our quorum is 2/3 (and we only had that once in the past 21 years).

Side note: The Board attempted to rewrite the Bylaws. The CCO voted against it.

Requiring unanimous approval for decisions made without a meeting is very common. It's the law in my state (and I suspect in many states that allow for decisions to be taken outside of a meeting). Supposedly the rationale is that email discussions aren't as thorough as those held in person, so any disagreement won't get the attention it needs. I have no opinion on whether that's true or not.

But that's the case for board decisions.

I've never heard of it for homeowner votes, with the exception of a few amendments to specific sections of the CC&Rs. For example, any changes to how assessments are calculated must have unanimous approval (we're condos, and changing one assessment means all of them have to change because they must add up to 100%). Other examples: a change to the fundamental purpose of the condominium and selling off association property. And the required percentages to approve something are in effect regardless of how the vote is held: in person, snail mail, or electronic voting.

Playing the victim is a common characteristic of this type.

What I would do:

* Read through the email to see if there is anything that merits attention - ie stuff that you would address if another homeowner reported it. Prepare a brief, bland, and boring response to those things for the rest of the board to review and agree upon.

* Ignore anything that has been addressed before, ignore the philosophical discussions, ignore the whining. You want to avoid the back-and-forth engagement that these sorts of folks specialize in. They will put words in your mouth, reframe issues to suit themselves, turn virtues into vices and reason into unreason. In short, they'll do whatever they need to do to keep the argument going. They will tie you into knots if you let them. Remember: you don't need to respond to anything other than legitimate issues that the board should address. If there is nothing in the email that needs a response, acknowledge that you received it and nothing else (this was advice from a former attorney of ours).

* Keep copies of all of the emails, letters, etc. as well as the board's responses. You want proof of what was actually said. (This is one reason I said not to engage one-on-one in person with CCOs.)

The board sets the rules of engagement. You are not obligated to respond to whatever bee is in someone's bonnet. I know it will feel rude to deny people your attention if you're used to being available to owners. It's truly OK to communicate differently with some of them - view it as communicating in ways that will allow the CCOs to hear what they need to hear but won't allow them to abuse volunteers. (Our CCOs were in the midst of the kerfuffle that ran off our entire board in spring 2023. Their shenanigans are not harmless quirks, and the entire community will pay the price if they lose good board members who can't take it anymore.)

If you respond to this directly - especially if you copy the entire community - then you are playing the COO's game, and frankly he's better at it than you are. He is setting the rules of engagement, and those rules will favor him. You'll be helping him do his work, because the community will see that he's able to make the board jump whenever he feels like. Optics matter.

What we did:

* We responded indirectly to things like this. We basically discredited our CCOs by being publicly competent and pointing this out to the community regularly. The board has the bully pulpit, and we used it. We developed a website that provided up-to-date information. We did professional-looking quarterly newsletters. We did email blasts for urgent items. We took every opportunity to show that the board knew what it was doing. Communicate, communicate, communicate - but through official HOA channels.

* We allowed time to do its work. Eventually the community realized that our complainers were mostly full of it, and people stopped listening.

* If the CCO makes a public blunder, take the win and use it as an opportunity. You don't have to say "boy, this guy really messed up" for the community to get the message. Given that most CCOs really don't understand how HOAs work, you will have opportunities. Patience.

I think this email has handed you content for a community newsletter. If I were in your shoes, that's the form my response would take. My newsletters always contain at least one educational FAQ section, which is perfect for clearing up misconceptions without directly saying "CCO is an idiot."

Taking the advice given.

I'm currently working on a newsletter to be sent out prior to the annual meeting.
Hopefully, this will minimize the issues our CCO can bring up.

My response to the CCO and those copied will me minimal.

Thanks again,

Tim