Violation of rights as Board

I have lived in our subdivision since 2002 and we suffered problems with developer bankruptcy etc. The new developer was no picnic and due to conflicts of interest between the current mayor and developer, our subdivision was left without street lights, which are part of the plan of services that we pay city taxes for (the land was annexed in the city back in 1996) but we still don’t have them. I could no longer let our subdivision remain in a blight, so I ran for Treasurer/Secretary and was elected to the Board by the people and served for >2 years and worked hard to significantly turn the community around until the president and VP conspired to remove me from the Board on April 24th. In my opinion , it was not only racially motivated but done with malice. The president kept ignoring my requests for months for a Board meeting to discuss needs such as irrigation repair, common area upkeep etc, so that I can put together a budget. The property manage advised to send an e-mail that if I did not hear from them, I would obtain signatures from 5% of the community to call a meeting, so the people can be up to date with what was happening in our community. This e-mail about my intentions infuriated the president, so he called a meeting at his house instead of holding the meeting at the property management company, which is where it has been held in the past. I was verbally raped during the meeting by both the president and VP (who he had a hand in getting on the Board) and was told that I was forbidden to speak to our new alderman about the street light matter (who is working with me to help get them), the mayor, and forbidden to speak at citizens comments during the city BOMA meetings. By doing so, they violated my constitutional rights on 2 counts, Conspiracy Against Rights (18 USC 241) and Deprivation Rights Under Color of Law (18 USC 242). They were also libelous when first claiming I was “doing too much” and then I was not doing my job by not having a complete budget ready when the president failed to even set an agenda for the meeting. They humiliated me and read aloud the deeds and covenants, which the VP never saw until that night since getting on the Board last August and missed the last October meeting. To date, our residents have not been informed of the games they played and how they undermined the community in which 74 of 81 homeowners signed petitions I secured when going door to door. This petition requested that the city use the remaining bond to install street lights. I used these petitions while addressing the aldermen in a public forum during citizens comments. I plan on calling the HOA insurance carrier as these events happened while I was still on the Board. I am seeking to sue both parties on the 2 counts mentioned above as well as liable unless they resign, so they will never get the chance to do this to anyone again. It has been emotionally damaging to say the least. Any advice on how to proceed would be helpful. Thank you!

Hi Tim,
Thank you for your information. Unfortunately, the meeting was held at the president's house so that our property manager could not be a witness. However, I have e-mails that support what I have said about the president not responding and the e-mail games the VP was playing. Also, when the president sent an e-mail about the meeting with no aegnda and set it at his house the propety manager replied to me "wear your Kevlar". After the grooling meeting, the president sent an e-mail to the property manager claiming I did not have a full budget ready, the reading of the D&Cs with that I was removed from the Board. That same night within minutes of teh end of the meeting, the VP called me and said she did not want to get in the middle of it. During the call, my fiancee was in the room and heard me telling her they violated my Constutional rights by forbidding me to speak to alderman, mayor, or during any citizen comments at BOMA meetings. I responded that evening in writing detailing the meeting as if they were the HOA "minutes" since I had been the secretary and the minutes were woefully incomplete, which also reports the violation of my rights. Neither one disputed the content of the e-mail that was sent to the property manager to be placed on file with both Borad Memmbers CC'd on it. Days later the VP sent me an e-mail saying she did not want to get in the middle of it all and was seeking my advice on matters. Of course, my response was essentially are you joking, you threw me under a bus and treated me terribly? and some other choice words. I hope that this e-mail trail will suffice as well as my fiancee who was in the room during the call from the VP. I have phone records and all e-mails that show pattern etc. The president has been riding around and talking to my neighbors trying to probe them for information. He claimed to one that there will be a meeting in June and we still have not received notice of any such meeting. (There are only 9 days left in the month and 15 days are needed). The neighbors don't know what they can do about the matter. Like Greg said in another post, there are many here who never attend HOA meetings. They can't be bothered. We are lucky if 8 peopple show up. My neighbors are mad and said they won't go to the meetings anymore and don't want to be in the same room with the president. Your thoughts?

Donna,

Directors and Officers are two different entities. Typically one is Elected to serve as Director by the membership and one is appointed to the Office of Treasurer/President/etc. by the Board.

Therefore, if you were elected to the Board you can not be removed from it except by resigning or being recalled by the membership. However, if you were appointed to the Board to fill a vacancy then the Board could remove you from the Board. As for the Office of Treasurer, if your appointed to the office of Treasurer, then the Board can remove you from that office. However, you would still be a member of the Board.

Of course this would depend on your governing documents. We actually have in our documents that if a Director misses three meetings in a row that the Board can consider the seat vacant and fill it by appointment. What does your governing documents say concerning how Directors and Officers are elected/appointed?

As for talking to your city representatives, I would expect that what the President meant was that you could not speak to your alderman, etc., as if you were representing the Association. You would still be allowed to speak to them as a private citizen or as a member of the Association. However, you could not represent the Board or the Association.

If your neighbors do not want to go to meetings and if your Association allows proxies, have them designate you as their proxy representative. This would allow you to cast their vote on all the issues - including elections.

Tim

Hi Tim,

This is very interesting! I was elected by the people and not appointed by the Board.So this gives me hope. The current president and VP were offically elected just last August during an open meeting. But note that the current president initially served as the Treasurer and was the sole member of the Board when teh developer held the majority seats. We lost lots of money on his watch with the lawn care vendor who charged over $10,000 and the front entrance was a blight. He also put up a 4 foot fence (against D&C regs) and sued the HOA to keep it, costing us >$700 in attorney fees from the last property manager to keep his eye sore. The last president wanted him to serve as VP when the VP stepped down, then the last president resigned. So it is a mess here. The new property manager told us to have more than 3 members to avoid problems and I tried to see if we can increase to a 5-member board but the current president wanted no part of that.
Tim, our D&C is a bit confusing. On page 28 it states Section 3:"Any director may be removed from the Board with or without cause by a majority vote of the members of the Association. In the event of death..." But on page 31 it says "Any officer can be removed from office with or without cause by the Board. Any officer may resign at any time given written notice to the Board, the president or secretary. Such resignation shall take effect on the date and receipt of such notice or at any time specified therein, and unless otherwise specified therein, the acceptance such resignation shall not be necessary to make it effective."
I wanted to stay on the Board and serve out my term as Treaurer/Secretary and had no intentions of resigning. I made a promise to the people here and we are so close to getting the street lights. It has taken a lot of work and 3 years in the making with 2 new aldermen on the city Board from this last election who have done so much to help. This was the last big thing left to do for our community and I made a promise to them I would do all I can to make it right. Sadly, my neighbor across the street has been broken into twice, the house next door was vandalized and we had 7 other incidences of car break ins in the Phase I area due to no street lighting --and as the studies show we are getting hit both day and night. My neighbor tells me to press on!! So that inspies me to do so. If you can help me make sense of the conflicting D&C, it would be greatly appreciated. Thanks again everyone for all of your insights!! This is a great forum!

That is why I said anonymously. Use public wifi to connect.

Society is too litigious these days. Its best to avoid it all together. Unless you admitted to running the blog, the HOA would first have to prove who owns the blog, then sue. Proving you are the owner, would be impossible if your careful.

The key is to get information out there, and not worry about a lawsuit.

Donna,

This is standard language. Based on this posting, and without reading the documents, it appears that your Association works the way I mentioned and that unless you resigned, you are still a member of the Board. Please note, that the resignation doesn't need to have been in writing. If you let emotions rule and said I quit or agreed to not serve on the Board then that could be considered a resignation.

Per your posting, the membership elects the individuals to serve on the Board as Directors.Therefore, the membership can remove the individuals from the Board "with or without cause". This would be done in a recall election.

Your Officers (President, VP, Treasurer, Secretary) can be removed from that office by the Board because they are appointed to that position by the Board. Typically the Board appoints board members to the offices of President, etc. because it's easy and makes sense. Because of this practice, many people confuse the two positions as being one and the Same. However, the Board is made up of Directors who were elected by the membership. Each Director has one vote. A majority of the votes makes the decisions. The officers perform the day to day tasks of carrying out those decisions and makes reports to the Board.

As you are learning, the first task any member of the Board should do is to read and understand their governing documents. Had you been aware of this information when your meeting was held, I suspect there would have been a surprised look on the Presidents face as you might have said, "it's true that the Board can remove me from the position of Treasurer but I still serve on the Board as a Director. As a Director I wish to point out the following items from our governing documents - xyz. Since the Treasurer was unable to provide a budget because of the President not performing their duties, I formally make a motion that the current President be removed from that position."

Of course this is 20/20 hind sight, but it illustrates the need to know and understand the documents.

If you didn't resign, you may want to take the high road and show up at the next meeting, armed with this information.

Tim

Hi Tim,

Thank you for your reply. I thought these were 2 different things and you confirmed it. I did not resign. I will be going to the next meeting and will do as you suggested. I am not sure why the property manager didn't say this to me. I knew him through friends of mine and we gave his company the account and he is the manager of our community. I even called him the next day and told him I was looking into what recource I might have. He didn't say anything. Oddly, the president requested that the property manager send a letter to the community about my removal and we still have not seen the letter. Could your assessment above be the reason why? You have been so very helpful!! Thank you again! Donna

Oops, meant to say You're Welcome.

By the way some good news... our alderman is crafting and ordinance to get our street lights. It will be on net month's public works agenda.

Tim, your guidance is great. You outlined everything perfectly. You seem to read my thoughts! This has been a very painful experience and something I have never had to face before. Having a voice to articulate the events as they occurred and informing our association members is perhaps my greatest goal. Our commuity was built in 2 phases, so it feels like 2 different communities with little cohesiveness among us. Old veterans like me who are still in phase 1 reflect on better days but things have changed. Our residents are in the dark in more ways than one. More homes are being rented as owners can't sell their homes here and the community is declining. I have been looking for a new home with land in another city (no HOA association ever again) and have saved 20% down for a home. Just nervous about holding the note on a rental like this house and assume the risk. Gotta weigh all options--and like you said one may not fulfill all the needs, wants, etc.

I have opted to go with option 2. Inform the residents via letter and go door to door. This takes a long time and I have little before the meeting--and know that the 2 BODs have already stacked the deck as both live in phase 2 and hold all the cards. They may try and keep me from entering the meeting and added a 2 minute time limit for residents to speak in the letter.

So I have crafted the following letter. Your thoughts valued. If you have the chance, and would like, please opine. I appreciate all you have done. You have helped me in more ways than you coud ever imagine. I learned so much about our D&Cs as you put me on a path and wish that every board member was properly trained about them. I would like to let you know of the outcome. Can I only let you know via this webpage? If so, I will return again...

Dear HOA Member,

Thank you for electing me as your Board of Director in 2009 for a 3-year term. It has been an honor to serve our community. Throughout my term, I have listened to your needs and upheld all of my fiduciary responsibilities. Last November, the majority of our association made their voices known via 74 petitions about the significant unmet need for street lights in our subdivision. Since then, I have attended public works meetings, spoke during citizens’ comments at the Board of Mayor and Alderman (BOMA) meetings, and met with our alderman, [name].

During the 2012 city budget hearings, I gave [name], Alderman Ward 6, the lowest bid of $35,061.79 from [company name] for 8 decorative street lights, so that he can propose allocating these funds to install them in our subdivision. Therefore, it was vital for our Board to be fully supportive in this effort. Unfortunately, Board members, [name] and [name], refused to help, which in my opinion seriously breached the safety and welfare of our association. Instead of working on your behalf, they wrongly tried to remove me as your Board of Director without cause on April 27, 2011 because removal of a Board of Director rests solely with you—the majority of our members as per Article IV Section 3 of our Deeds and Covenants. [pres name] set the meeting at his house versus [property management company] and provided no agenda. Both parties engaged in personal attacks and claimed that I failed to create the new budget—a service provided by [property management company] for Board approval. Moreover, they violated my Constitutional rights on 2 counts, Deprivation of rights under the color of law (18 USC 242), and Conspiracy Against rights (18 USC 241), by ordering me to no longer speak to our aldermen nor speak at citizens’ comments—actions that warrant their removal from the Board.

Regardless, I vowed to work with [alderman name] who presented a $40,000 line-item proposal to BOMA in May for street lights in our community. The outcome was 5 votes “Yes”, 7 votes “No”. Although we couldn’t secure the funding in city’s 2012 budget, I spoke with BOMA members and requested an ordinance like the one for [other subdivision] (ordinance #2005-37) for street lights in our subdivision. [Alderman] is currently working on this ordinance for next month’s Public Safety Meeting. Please contact [alderman] at [phone/e-mail address; and [alderman-phone/e-mail] and thank them for their help. I will keep you informed about this ordinance along with information on what you can do to help.

Lastly, please attend our annual meeting on September 23, 2011. It’s nearly 3 months overdue per Article II Section 1 of our D&Cs. Your mailer included proxies without any details. Why? Since April 27, 2011, [2 board names] have refused to recognize me as your Board of Director, failed to inform you of such violations of our Bi-laws, and told [property managment co] to block my access to HOA records, which went against [PMC's] counsel on the matter. Therefore, I cannot actively perform my sworn duties. When you elected me, I made a promise to care for your needs and the interests of our community. Your voices make the difference to ensure that I can. I look forward to seeing you at our open meeting!

Sincerely,

Donna

VERY HELPFUL!! How can I thank you enough? Tim, if you are not an attorney, you may want to consider being one. I pulled in all of your suggestions. Excellent! I wanted to keep it to just one page and stay focused on your key point "inform the people". Hard to keep the emotion out of your writing when your guts are in knots.

I also decided to create a separate letter that will give the residents an update on the status of the street lights. Let them know who has helped them--and empower them to particpate. The ordinance is critical. It is the last shot we have, honestly. It has taken >3 years to get this far. Elections are a wonderful thing. The 2 new aldermen have made a huge difference. We can only help they can sway 2 more votes.

It will be a long 11 days until the open meeting....I will let you know the outcome. Best, Donna

Donna-
I sure wish you luck in getting people to even READ your entire letter.

Since all rational people are in agreement that you are STILL on the board, as a director, why not just show up at the meeting and let THEM do the talking. Bring your attorney if you need to.

Seems the next step is up to them.

Good luck. Sometimes it's just best to sit quiet and let people reveal themselves to be the fools that they are.

Actually, all this would indicate is that the Board failed to file an updated form with the State.

Tim, I had a question and wanted to share the TN Code 48-58-108. Removal of directors elected by members or directors:

(b) If a director is elected by a class, chapter or other organizational unit or by
region or other geographic grouping, the director may be removed only by the
members of that class, chapter, unit or grouping.

(d) If cumulative voting is authorized, a director may not be removed if the number
of votes, or if the director was elected by a class, chapter, unit or grouping of
members, the number of votes of that class, chapter, unit or grouping, sufficient to
elect the director under cumulative voting is voted against the director's removal.

(e) A director elected by members may be removed by the members only at a
meeting called for the purpose of removing the director and the meeting notice must
state that the purpose, or one (1) of the purposes, of the meeting is removal of the
director.

I am not sure how to interpret "d". But doesn't "e" mean that during our open meeting, the Board can't call for my removal in an open forum because the residents would need to be notified ahead of time that this was the intention of the meeting? Would having TN law handy help as well as our D&Cs if this should happen?

I can't see earlier posts when I reply and not sure if I asked, what state do you live in?

Thanks!

Hi Tim,

Thank you for your feedback on TN Code 48-58-108! I looked at our D&C and did not find anything about removal for missing meetings. If this comes up, I have e-mails from the property manager stating that the Board does not recognize me as a BOD and communications from both the VP and president of the management company that states their position on the matter. The open meeting letter does not say anything about removal of a BOD but states on the Agenda "Nominations and Elections of Board of Directors".

I must add that the current president's seat is up according to our D&Cs.

When I paid for legal advice, I was told to get ahold of older minutes that spoke to all the elections of our BODs. Luckily, I had them and sent a communication to the property manager whose e-mails were getting pretty testy with. My response essentially pointed out that the current president had no standing at multiple time points since he was not an elected BOD and was added to help the Board when the VP resigned in 2009. (I wish I knew that no one could hold the office of VP or president unless they were at all times an elected BOD.) I also explained that a BOD seat is up for elction, which is the currecting acting president's seat.

Here is part of my e-mail response to the PM:

"As you know, it is also your obligation to follow our deeds and covenants. Pretty simple. But failure to follow them makes things complicated. The "resolution" regarding the BOD resides with the association in the form of elections--and only a majority vote from the association can remove an existing elected BOD member, again, as spelled out in our D&Cs.

My current and previous communications simply remind you of what is laid out in print. One BOD seat is now open--and it is [name of acting president's] seat. I have found the [previous PMCs'] minutes dated June 25, 2008, which clearly state the results and the terms of each elected Board of Director member beginning with 1-year, 2-year, and 3 year terms, respectively to allow for proper rotation with a new BOD member being elected each year.

The results confirm this and were as follows:

[name of original pres] with a 3-year term (held the office of "president")

[name of original VP] with a 2-year term (held the office of "vice president")

[name of current pres] with a 1 year term. (held the office of "treasurer")

In the 2009 BOD election meeting, I was replacing [the 1-year held by current acting president's] BOD seat and this election was for a 3-year term. Last year, [our current BOD VP] was elected for 3 years because she was filling [original VP] rotation, while [current pres] was simply elected to live out [original pres] last year of his BOD seat, which has now expired. Therefore, this BOD seat is now up for election for a 3-year term. Also, all of the "offices" are up because these offices only last 1 year as per Article VIII Section 3.

Donna,

Glad I could be of assistance.


Your Bylaws should specify how they can be changed. Some require a majority of the votes cast, some a majority of the membership/Association, some allow the Board to amend them. If your bylaws are silent on amending you will need to check the States Corporate laws to see if they apply.


I Don't know. Most laws I have read specify that if there are members then an annual meeting must be held. However, the same laws say if the Board fails to hold the meeting nothing really happens.

If you couldn't find anything in your governing documents and/or State laws ask the person who told you this to provide you with documentation. Tell them you believe them but need to be able to show the written statute or section of document to others. This way, if the person is wrong, they won't feel like you mistrust them.


Not that I am aware of.


Bring copies of the governing documents and applicable State laws with you to the meeting. This way, if questioned, you may read the wording and/or provide a copy.

As Susan advised, try and let others speak for you. Start up the topic but let others discuss it as much as possible. This way, it won't appear as a personality conflict between you and the board but as an actual issue that needs to be addressed.

Use words like:
As I understand it . . .
Based on what I've read . . .
I think you might be misinterpreting what the document says . . .

This approach tends to open up discussion vs. just a I'm right and you're wrong approach (which doesn't always leave room for discussion).

Good luck and keep us posted.

Tim

Donna,

Again, thank you for the kind words. Anyone who is a regular poster on this site would have given you the same advice.

Don't expect the Association lawyer to offer an opinion unless asked. I doubt if they would lie but they won't freely offer an opinion if it will hurt their client (being the Association aka the Board). However, if asked a direct question, they will probably give a straight response. I would suggest wording the questions along the lines of does this section of [document] mean x or y?

For some possible encouragement:

I recall one posting awhile back where the individual had a similar situation that the management company was citing the governing documents incorrectly. That individual calmly spoke up at the meeting that since the management company probably serves many Associations perhaps they were confusing one associations document with theirs. She then opened her copy of the governing documents she brought with her and said, politely, our documents state . . .

This method was able to put the MC in their place without embarrassing them and prevented others from agreeing with the MC because the governing documents were available at the meeting to refer to.

Hi Tim,

I was thinking of you today!! Flying out to NJ for work for about a week or so, which gives me little time to do what needs to be done over the next few weeks. I was happy to have 20 proxies in my hand and 2 showed so they got to speak. The meeting did not go well last night. The acting president refused to acknowledge that I was Board of Director--and conducted himself terribly.
He started off the night by taking my hand bag and throwing it off the head table and on to the floor. My fiancee told him to not touch my belongs and the president got up and put his arm across my fiancee's face as if to strike him, so the police were called but things settled down a bit by the time they arrived.
The president was arumentative with attendees who kept saying I was still on the Board. Also, he kept telling me to shut up. Thankfully, the attorney who lives up the street spoke and people were listening. He asked "where are the 2010 minutes" I had the 2008 and 2009. The property manager said "oh it's on a recording". Everyone laughed as if to say, "what?" this is our property management company--and where are our minutes? There was no quarom last year when both the acting presient and VP were elected. Althought the old minutes and the D&Cs clearly established I am still a BOD, neither would give up their position as 1 seat was up for election--which was techinically the president's seat.
Nothing got accomplished and the room kept saying we don't want personal stuff. (amen!) My neighbors also spoke very kindly on my behalf--and for that I am forever grateful. But both borad members continued to engage in personal attacks.
So everyone attending decided to reset the Board of Directors. The property manager will send a letter that will outline the agenda for the next meeting, which will be 3 weeks from last night to elect 3 new Board of Directors for a 3 year, 2 year, and 1 year with a proxy inside. My fiancee taped the meeting and we would like to put it on utube, so that people here can see how the president condcuted himself.
We had a good turn out but those who do not come are none the wiser. The people who attended realize that the president is a problem--but those who do not come are none the wiser. The new secretary and 2 other board members have an advantage as they can get access to the proxy sooner via the property manager and get enough to keep all 3 of them on the board The attorney who lives here would be a great BOD and we need people like him. He agreed to do it, so whatever proxies I get will go to him. My biggest wish is that the acting president is gone and the VP as well and we get rid of the current property manager. That would be the best. If the people want me to serve, I will do so, especially when we get good people to replace the ones that have done nothing for our community.
I thank you again for your guidance. I will let you know the ultimate outcome..and wish it was over last night. Three more weeks and counting

Donna,

I'm sorry you had to go through what you did at your meeting. Fortunately you were expecting some of it. The good thing is that those in attendance are now aware of the issues and they will talk to their neighbors, who will talk, etc. etc. Similar to your other letter, you may want to give a brief one page summary of the meeting and get it out to the membership. Again, don't embellish and no need to get into problems.

Things where the police were called you might want to mention but minimize the reason why. Something like: there were moments of conflict between individuals that resulted in the police being called. However, things calmed down and the meeting continued. There is no need to get into any more specifics on why the police were called. Mention that one member asked if copies of the 2010 board meetings were available and that the response was they were not yet transcribed (as this shows other problems). Definitely mention the fact that the membership proposed and the Board agreed to new elections for the entire board with the meeting being scheduled on mm/dd/yyyy. Then I would add that it would probably be best if the members could attend in person. However, if they need to attend by proxy they should give the proxy to a trusted neighbor rather then to the current Board.

As for proxies, typically there is no specific format required. Check your State laws (typically corporate laws) on any required items a proxy letter must have. You then might want to take the form you currently have, change the date of the meeting and go solicit proxies. However, if you choose to wait for a proxy from from the Association (which may minimize issues) have your neighbors, along with you, solicit proxies. Don't forget mailing requests to non-resident members.

I value your insights and advice. You have given me great guidance and wish I coud do more than simply thank you...

You need to be very careful not to make such statements. Making these statements can be considered that you are threatening legal action. As a pending legal action, the Board and management company can require all communication be through the attorney and may be able to deny access to records without a court order. This would only hinder you ultimate goal of informing the membership and hopefully getting a new board in place.

I think of it differently. If I knew then what I know now I would have become involved with the running of our Association earlier which may have prevented some of the issues I'm resolving now.

Tim

Thanks. However, I know that there are those within my Association who would disagree.

Hi Tim,

I just got back from NJ last night. Yesterday I received notice from our Property Management Company about our next meeting, which disregards everything our association members who were present agreed upon in our meeting the previous Friday (it started at 6PM). As I mentioned in my earlier post, during our last meeting, we concluded following:

1.) I was still a BOD member until 2012
2.) No quorum was established in our 2010 meeting in which both the acting president and VP assumed they were then elected to the BOD. (Keep in mind that the acting president was appointed by me and the the original president who resigned. We both did not know that this man could never assume assume office of VP or president as per our bylaws)
3.) Due to the disagreements and bickering, we all agreed that we would reset the BOD with 3 BOD members 1 year, 2-year, 3-year term

However, the letter we received reads as follows:

Memorandum RE: Reset Annual Homeowners Association Meeting.
The annual meeting of (our association) will be held on Friday October 22nd at 10AM at (address of property management company) No videotaping without express written consent from all parties.
THE PREVIOUS MEETING WAS ADJOURNED AND WILL RECONVIEND ON OCTOBER 22ND AT 10AM. AT THIS MEETING THE COMMUNITY WILL ELECT 1 SEAT ON THE BOD. AFTER THIS MEETING THE BOD WILL MEET TO VOTE FOR OFFICERS.

Yes, Tim, the "reconviend" is as you see it. And the meeting was set at 10AM so no one but the acting president and his hand picked secretary can show as the majority of us work. Even more, the man has denied the people what we agreed on in the meeting and will likely stick to his view that the open seat is to replace me since they threw me off the Board April 27th. The PMC should have sent this letter to me for approval/review before sending as I am a BOD, but failed to do so.

The proxy is even more disturbing with disclaimers added to the proxy. Mentioned after the proxy name address , "or the secretary of the BOD" to be my/our proxy.... And closes with "This proxy is ONLY to be used for the ANNUAL MEETING and shall be automatically revoked after such meeting. ALL PROXIES MUST BE RETURNED VIA FAX (PMC's fax number) or by hand to PMC address

This language was not on the last proxy and the illegally acting president has worded it, so that whoever collects the proxy/proxies, must give it/them to the PMC before the meeting takes place.

I don't believed they have the authority to do this.

I would like your guidance on next steps. I was thinking that based on the bylaws, I am the only legally elected BOD, so I would be the only one who can hold the office of president or VP--and as the president, I would send all 3 of the ones who think they are in control a letter/e-mail stating the above mention and that effective immediately, based on the outcome of the 2010 HOA meeting, whatever offices they believed they were holding have been terminated--and that they are to no longer give any direction to our PMC (and copy the manager, the VP and president of the PMC). I will add the names of 2 residents who will serve as officers until we hold an election for the 2 open BOD seats with 2-year and 3-year term respectively.
Then send a communication directing them to advise the actions taken and the October meeting at 10AM at the PMC is cancelled, and they will received official date and time of the new meeting with detailed agenda.

Otherwise, we will have to file something in the courts and start an expensive legal battle in which all of us lose. My hunch is that there is something the acting president and PMC are hiding as well as fulfilling a personal vendetta with this unbelievable letter. Please let me know your thoughts. Always your guidance is greatly appreciated. best, Donna

Donna,

Ouch. It appears that your current Board will do what they want to.

All you can do is inform the membership or take the issue to court. I would stick with informing the membership. Perhaps this is the time to post your recording of the previous meeting on you tube and let the membership know where to find it.

In the letter,just like your last letter, point out what was agreed to vs. what the board is now saying and then invite them to view (or listen to) the meeting on you tube. Don't embellish and let the facts speak for themselves. Don't say the Board lied or call them any names. Let the facts do that for you. You could say that the Board appears to not be following through with their agreement with the membership from the last meeting. Again, be ready for retaliation from the Board.

NOTE: (and check with an attorney on this one) if the meeting is a continuation, vs. being a new meeting, the proxies you currently hold might still be valid.

Yep, unfortunately, based on the behavior of your board, you might end up in court to correct this issue.

Another option would be to take the issue to the media. However, have your facts straight and, again, don't embellish anything you say to the press. Consider conversations with the press like a live microphone, you can't take back what you say. Of course, taking the issue to the press presents it's own problems.

Tim