Board Directors positions

Started by JimC12 • 18 replies • 1686 views

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JimC12 (Virginia)
Posts: 12

Posted:

We have 5 board positions (President, Vice, Sec, Treasury and member at large) and there are 3 key positions listed in our by-laws to have which are President, Sec and Treasury. The issue we have is that a 2 people from the same lot have been elected to the board and then the board elects the board members to positions and these 2 people hold President and Sec positions. This would appear to be some conflict of interest b/c now both would get to vote on items on the board and the potential of skewed information on meeting (votes) in favor of those 2 members. Our by-laws and deed of dedication has nothing to deny more than one person from a lot to hold a board position.

Would anyone have some language on how to add a clause to our deed or by-laws that would help avoid this type of situation? I see no problem for more than one person from a lot to hold a board position as long as it is not a more than one key position and that when voting on issues they must give up their voting rights.

DanielH1 (California)
Posts: 482

Posted:

I don't have any language so maybe my post is just a waste of space. But ...

Couldn't your HOA just elect somebody else?

Banning and/or hamstringing a Board Member using a Bylaw is time-consuming and ultimately useless if nobody else is running or the competing candidates are so poor that nobody wants to elect them. Why can't others run and win if the situation is such a problem?

JimC12 (Virginia)
Posts: 12

Posted:

The way it came across at year end for the elections, was if no one else would like to be on the board I'll continue again. The problem was on the board but as member at large previously (one of them) so they didn't hold a key position but still counted their vote. When you state to the members if no one wants to be on the board I'll do it again, I am guessing most people think it is covered but might overlook that there are 2 people from the same household voting on issues. Other members have expressed concern about the voting conflict but are assuming that the board is fairly representing issues by excluding one of their votes but that is not the case.

PeterD3 (Florida)
Posts: 708

Posted:

Who say's Husband and Wife ALWAYS agree and would ALWAYS vote the same way? That's paranoia.

JimC12 (Virginia)
Posts: 12

Posted:

Well in this case both seem to go the same way most likely not to cause any more arguments in marriage.

JanetB2 (Colorado)
Posts: 4,219

Posted:

Did the membership know they were husband and wife when they voted them into office?

You have 5 board positions so you have a majority vs. the two married if necessary. I would be more concerned if you had a 3 member board and the married parties had majority board vote.

JimC12 (Virginia)
Posts: 12

Posted:

This is where I see the potential of getting messy, because lets say 4 people bought a house/lot together now they are all considered members and could but unlikely be elected to the board. Being most HOAs are voluntary people would rather someone take care of the community if possible, but then it truly then doesn't look like the community would be fairly represented b/c multi people from one lot in the board.

JanetB2 (Colorado)
Posts: 4,219

Posted:

Hi Jim:

You have a point; however, homeowners who purchase homes in an HOA have a responsibility to insure they vote who they feel is proper for the positions. If they have apathy and are not willing to step up to the plate regarding these type situations, who then will take care of business?

If homeowners do not want to have individuals from same household serving on the board, then they have a responsibility via voting to avoid this situation, and a responsibility to participate if needed. Lack of volunteers may not be a valid reason to change the documents.

I’m just trying to look at all sides of the issue so you can consider the other consequences of having no one to take care of business.

JimC12 (Virginia)
Posts: 12

Posted:

Wondering if some language should be stated if there are to be more than one person from a lot on the board they should not hold a key position and should give up there vote on issues the board is voting on. The concern I see say if the 2 people were President and Treasury and our documents indicate these two positions are the only ones that are allowed to sign checks, now that power is held in one household. Some language where they may do the duties on certain positions but voting and signing on behalf the associations seems a bit of an issue.

JanetB2 (Colorado)
Posts: 4,219

Posted:

If they are elected to the board via the membership then they should not be required to give up their voting privilege for that position. You are elected to that position and all powers and voting for the position, otherwise they would just be a physical body and would be unfair representation of the membership regarding board voting powers.

If they are both only ones to sign checks that could be a potential issue depending on their honesty … you might recommend one change positions with another board member so two different individuals from different properties sign the checks. This would appear more on the up and up for the entire membership and prevent future potential issues.

Again, this is something the entire board could have voted and avoided when placing everyone into the positions. It is not necessarily the documents, but the actions of members that has enabled the situation.

JonD1
Posts: 2,350

Posted:

So Jim your documents have no limitations as to who serves. But now YOU have determined a "conflict of interest" exists and would like to take away the vote from one of those elected members of the current Board.

Sounds to me like you have a different view on things and now want to set things up as YOU think they should be. Have you found ANY evidence of misbehavior on the part of either party or just basing your agenda on suspicions.

These people were voted into office not only by the owners but then by the other members of the Board. Seems these folks don't share your concerns in the least.

Do you understand the cost, effort and time needed to make amendments to your documents? Or does that even concern you.

Households usually are given one vote on property matters while elected members of the Board no matter who they are are given one vote on matters before the Board.

Perhaps you are lucky enough to have a husband and wife who share the same desire to serve your property and act in its best interests. Or maybe you have a couple whose service together on the Board might destroy the community with their two votes.
The second possibility would seem to me less likley.

JoanneW2 (California)
Posts: 37

Posted:

It would seem to me that one vote per household is the proper way to go and thus only one representative should be allowed on a Board per household. I cannot say that I have ever heard of a "husband and wife" each holding a position irregardless of a potential conflict.

PeterD3 (Florida)
Posts: 708

Posted:

Conflict of Interest is one of the most misunderstood and abused terms used here.

JonD1
Posts: 2,350

Posted:

Quote:

Posted By PeterD3 on 02/25/2011 3:47 PM
Conflict of Interest is one of the most misunderstood and abused terms used here.

Well the truth the term is not understood in the least. Anything you FEEL might not be right is then conflict of interest,
or criminal or unethical, or unjust or simply not the way I think it should be done.

Short time ago one poster wanted "justice" and people held accountable. My guess he had watched to uch Walker Texas Ranger.

When you use terms or suggest they play a role in the situation you are discussing the least you could do was understand them.

Then we misread the By-Laws or state regulations and produce some twisted logic as to how things should be done.

Now I like the part where we now have to be concerned that when 4 people buy a property and they are then ALL property owners they could take over the property and cause havoc and turmoil. Now that happens all the time.

I think the term is paranoia....

The OP on this thread I believe also posted another situation where his Board has FAILED to see the wisdom of HIS amendments so he would like to know if he can go around seeking support from the other owners to force the remaining Board members to do as he sees fit. I got it...........

BarbaraC8 (California)
Posts: 1

Posted:

According to our Condo CC&R's under "Candidacy Requirements for Owners" it states under one of the paragraphs "The Owner must not be related by blood or marriage or reside in the same household as any other Board Member".

LucyG (California)
Posts: 1

Posted:

I bought a Condo 2 yrs ago, since than we have had the same Board Vice president, she has been vice president since she bought here, going on 4 yrs, no one elected her the other board members did, when voting comes up she is never on the ballot, and she just stays on, (Her son Conducts business out of our Fitness Center, he supposedly volunteers to train high school students, however though no one can prove it, he is conducting business. Though she covers up for him) and by the way no one has elected this Board member that has been in place for the last 4 yrs, apparently we need a vote of 29 homeowners, and last yr only 11 votes came in, and this yr only 18, no one comes to the meetings, and if they do, and have issues as I always do because of liability reasons, they either don't believe me or get upset with me.
No homeowner has elected this Board, they just came in, and sat themselves down, they make decisions along with the mgmt Co, and never inform the homeowners, about them, and they act like they own the whole Complex there are 117 owner units, and 44+ rental units that the developer left behind, the same Co that manages those rentals, manage our Property's, and get this they have made our Club House as the rental office, and they have a Property manager without a Real Estate License, and she works for the management Co.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Jim,

The reality of it is that VA does not have any limitations on who can serve as a member of the Board. Therefore, unless your own governing documents have some requirements, then anyone can serve on the board if properly elected or appointed to an empty chair.

Based on my own governing documents, you could serve on my board - Jon could serve on my board - the panhandler on the corner could serve on my board. I suspect that your governing documents might be similar in the lack of having any qualifications required.

An appearance of conflict of interest is not the same as an actual conflict of interest. An actual conflict of interest is not the same as being illegal.

Now that you see the issue, I would suggest that you make a motion to amend your bylaws to limit only one person from each lot from serving on the Board. Of course, if the couple owns two properties in your development then even this minor limitation wouldn't prevent a two spouses from serving at the same time.

Tim

AnnD2 (Connecticut)
Posts: 76

Posted:

I'm not certain I understand completely this issue, but if it is that two people from one voting unit hold two different leadership positions, I do think that is at the very least an ethical violation. In my condo we had a husband on the board and he appointed his wife chair of an important committee. That basically, gave them control to which they were entitled. I have no problem with anyone serving in the ranks of a committee; but when it comes to leadership position, only one position is allowed, because each unit is only allowed one vote....

JonD1
Posts: 2,350

Posted:

Anne:

You are confusing two different situations. One has to do with votes before the property owners during which each would get one vote and the other when members of the Board are voting on an issue.

As a member of the Board perhaps elected, you are given a vote this does not affect your vote as a property owner.

And exactly what violations of ethics would there be if the documents don't prohibit two people from the same property serving on the Board and the owners on the property voted them into their positions? Perhaps rather than finding ethical issues you should review their perfromance to see what kind of job they have done in their roles.

As to your situation on your property how did ONE member of the Board appoint their wife? Where was the rest of the Board?
And why did no one else take issue with this person serving only you and your suspicions that they will abuse their roles.
Have they abused their positions? Or will you bother to even see before you decide more ethical violations have occured.

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