NEW BOARD DEMANDS EMAILS FROM PRIOR BOARD MEMBERS

This site has served me so well in the past & now I am back for some ideas. I recently resigned a position of Sec/Treas of my HOA along with another director. In order to simplify the process of appointing two replacements, with the direction of the PM, we were told that these appointments could be done via email under the Unanimous Written Consent statute. There is a 1 yr term remaining on these appointments I live in AZ. These appointments are now being challenged by 3 newly elected "self nominated" candidates that are going to have 2 yr terms. Our nominating committee could not find any candidates of their liking to run for the 3 new positions. Just prior to the election, 2 very well qualified volunteers came forward and said they wanted to serve, so we appointed them to these vacancies that occurred 6 days prior to the election. All that said, the 3 new BOD are claiming that the appts. were illegal and are threatening to get legal involved if the prior BOD does not give copies of all email communications from Mar1-Mar15 PLUS have told us no to erase anything from our computers involving board business for the past two years. And now there are also personal attacks with name calling. What would be the best direction for the prior BOD to take? This HOA has some serious division in it that seem to be getting uglier with each passing day. Thanks!

Joanne,

I am of the expectation that you were a member of the Board.

Although the appointments to fill a vacant seat are proper, it probably would have been best to have called a board meeting for this action. Basically, I suspect that the current Board now wants to verify the unanimous consent portion of the law. Provide the e-mails.

As a former member, you might also want to forward them to your Associations attorney along with the reasoning and rational behind the appointments. This way, the Attorney will have both sides of the story.

Tim

I agree that you should not contact the attorney and ask questions.

Perhaps when you provide a copy of the e-mails to the Board, you should outline why it was done this way, State that you are providing this information as it was Association Business conducted when you were a member of the Board and that it was on the advise of the PM. You could even mention that you consider this request for the e-mails as a continuation of the duties when you were on the Board that you are cc the attorney, the PM, and all of the previous members of the Board. You should also specify that you consider this as completing your last responsibility of serving your term.

The new board might be ticked off, so keep your act together. However, I don't see how they could bring any action against you in providing a copy to the attorney.

Better yet, perhaps all of the previous board members should get together and make it a group letter.

Personally, it sounds like the current Board is miffed that they were unable to name whom they wanted to fill the seats. If this is true, that would be their problem and not yours.

Well as I read AZ law (expecting that you are incorporated):

10-3811. Vacancy on board gives the Board permission to fill the vacancy.

10-3821. Action without meeting Gives the Board authority to appoint the vacancy in this way.

NOTE: Both of these laws defers to the Governing documents. Therefore, your governing documents would need to be reviewed to make sure that they didn't specify a different way the appointment needed to be done.

Again, I think an actual meeting would have been better - but that is 20/20 hind sight.

Tim

Tim, I don't know how to tie the topics together but I will check the help menu. I most appreciate your input. I am going to see if there are any BOD that I served with that have an appetite to go forward with some type of communication that will end up in the hands of the attorney. I am not sure how "INTENT" will play into a legal opinion. What I do know is if I feel that my constitutional rights are in jeopardy.......I will not stand for it. If they treat me, who is a strong willed and outspoken person, how will they treat someone who is mild mannered and easily intimidated. There is no place for slanderous remarks and false accusations in a public forum.

Thanks for the reply. In Arizona, we have no legislation on this, but we do have Unanimous Written Consent and that is what we followed. Our Board did not was to call a special meeting with and annual meeting just six days away. We had replaced two directors via Unanimous Written Consent on two occasions prior and there was no complaining, but this is a whole different issue with these new folks in place and they are going to go back and try to discredit everything done in the past 2 years and for NO GOOD reason. This kind of conduct will surely turn off others who might consider getting involved in the future.

Hi Glen, I recall both you and Donna making really great sense on issues in the past. I will forward this to my only friend on the Board. She is one of the appointments we made and they are allowing her to be seated until they have their legal opinion. There is no way they are getting anyone's emails. I would trash my computer before that would happen. I cannot tolerate this kind of arrogance and intimidation. It is bad enough we have to be inundated on the nightly news with this stuff, but when it happens in the HOA, it becomes almost intolerable.Thanks again and good to hear from you. I do have to share just these comment to show how one of these new members is trying to intimidate the prior board members:

"The board is conducting an investigation as to events by the previous board surrounding the alleged “appointment” of two replacement board members to replace two “resigning” board members.
I can assure you this is easier and less painful being done by the board then going through a discovery process headed up by legal counsel. "Kindly do not erase any email communication amongst yourselves during the period of your holding office, since it too, is subject to further review."