Hostile Board Members

Started by BethJ2 • 17 replies • 4654 views

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BethJ2 (California)
Posts: 62

Posted:

We have two board members who are hostile toward the three new board members who were recently elected. They continually pick at every comment the new members make and challenge every vote. There is a lot of name-calling going on and in spite of good behavior for the most part of the new members, the nasty emails seem to be non-stop. We have asked several times for them to be civil, but they just twist our words and launch a whole new attack. All of this is done by email. Sometimes 20-30 emails in a days time. It is out of control.

The biggest issue is our attempts to abide by the open meeting act. In the past the board did what ever they wanted and never told the homeowners.

I am wondering if emails between board members are public information or if they are protected by any kind of right to privacy laws in the State of California. I'm thinking that perhaps if I threaten to post all their emails on the board website, that maybe they will be more civil, knowing that the rest of the homeowners can see this.

The management company occasionally jumps in to clarify what is legal, but they are as frustrated with the old board members as we are.

Any other suggestions?

TimB4 (Tennessee)
Posts: 21,059

Posted:

Beth,

The good news is that the new Directors make a majority. Therefore, things can get changed.

E-mails could be considered records if they were about Association business and sent to all board members. E-mails that are between individual board members are typically not Association records even if they are about business (but, depending on the issue, they could be).

Privacy laws always apply.

Here is a link about e-mails from the Davis-Stirling web site.

Here is a link about California Privacy laws from the Reporters Committee website

Sometimes you just have to continue to take the higher road in things like this. If it gets too bad, request that all communication be done only in an open meeting.

Tim

CarolR11 (Colorado)
Posts: 2,563

Posted:

Oooooooooo! There are plenty of directors who read these posts who'd love to be part of a board majority!

Don't let them bait you! The two nasty old directors are trying to intimidate you three into maintaining the culture of secrecy that they prefer. Almost all communication among directors should be at meetings (see Tim's Davis-sterling web site for more). Tell them that Association biz will only be discussed at meetings. Tell them that they need to request that their concerns be placed on agendas. There is NO reason for you three to tolerate their incivility and harassment (25 emails a day????)!

If you three need to chastise them, this (though apparently a grey area) can be considered a personnel matter and may be fought out in Executive Session.

What size is your HOA? Who coordinates the agenda? Pres. & PM? How often does the board meet? Is there a liaison between the PM & board? The board has ownership of the agenda, no officer does. Also read your contract with your MC. Ours states that the MC will not follow any illegal instructions from the board. The PM, then, must comply with the open meeting act. Read your contract. Study your bylaws.

BethJ2 (California)
Posts: 62

Posted:

Yes, we have the majority, but they are trying to sabotage everything.

Coordinating the first agenda was one of the biggest battles. The secretary did it initially at the request of the president, but the two old members put up such a stink that we turned it over to the property manger (50 emails later).

There are serious personality conflicts between the old treasurer and the new secretary. Our member at large is just off the deep end and should probably be institutionalized.

A big argument is about making too many decisions by email. They constantly did this before, and we are attempting to minimize this using Davis-Sterling.

We have 220 units and the board meets once a month. I have sifted through the by-laws and CC&Rs and they are very vague.

Reviewing the contract with the management company is an excellent idea I hadn't thought of. Hopefully we can find something there to back us up.

I have just begun to ignore the nasty emails.

I am also wondering if I can put an end to all non-emergency emails entirely. I'm afraid that would put a real damper on the important work that needs to be done.

BrianB (California)
Posts: 2,820

Posted:

1) continue to ignore the baiting
2) feel free to take the high road, and not respond to the emails.
3) the delete key works well on most keyboards.
4) an unsolicited email is a gift. You didn't ask for it, you didn't request it, it was freely given to you by someone else. As such, that gift is now yours to do as you please.

CarolR11 (Colorado)
Posts: 2,563

Posted:

Beth: "I am also wondering if I can put an end to all non-emergency emails entirely. I'm afraid that would put a real damper on the important work that needs to be done."

"Important work that needs to be done" should occur only at duly noticed (72 hour) meetings. If your board is behind on its work, schedule a "special meeting of the board," for which you also need to give 72 hours public notice of the agenda. All you need, of course, is a quorum to have a meeting. Special meetings of the board should be spelled out in your bylaws, or go to davis-sterling. com.

And, as you know, board decisions by email, "action without a meeting" require unanimous written consent. These written decisions must be included in the next regular meeting of the board. Our board has taken perhaps 3 actions without a meeting in over a year all on time-sensitive matters.

If you three refuse to reply to those two's emails, they will stop. If one or more of you three have the authority, you also can direct the PM to disregard the two's emails.

We also are a 211 unit twin-tower HOA, have 7 directors, an onsite PM & meet monthly. I doubt that the board has exchanged 25 emails within a year!! Here, and I believe in general, the president & PM set the agenda. I'm president & the PM and I request agenda items from directors every month with a deadline, and ask them to include background info, documentation (if any) and their rationale for wanting x or y on the agenda. We've never turned down a request, but we have sent some back for clarification.

Davis-sterling.com is excellent for almost all of your issues and has a great menu!

MelissaP1 (Alabama)
Posts: 13,836

Posted:

I am sorry...Am I the only one who sees these board members have crossed a line between business and personal? Obsessive emails, communications and aggressive behavior is NOT a professional situation. Instead of deleting these emails make a new box for them in your inbox to COLLECT them. You want and need to record such behaviors. I would even go so far as to get a calender just for tracking of communications and actions.

There is a line between being a board member and being human. The human part goes to jail and has the police called on them. It may be time to consult the law and make a police report. Sooner or later this situation is going to escalate and lawyers will be called. It's best to try to get this situation under control and nipped in the bud NOW. Just make sure it's all documented.

I've been attacked before by an irate irrational board member who actually chased me out of a meeting. The police were called and report made. There has to be a line and sometimes you have to put it there...

Former HOA President

RichardP13 (California)
Posts: 1,767

Posted:

Carol,

Just for clarification, 4 days or 96 hours notice is required for an open meeting of the Board.

CarolR11 (Colorado)
Posts: 2,563

Posted:

Yikes! Of, course, Richard. 96 hrs., i.e., 4 days notice. Thank you!

ThomasD2 (California)
Posts: 208

Posted:

Quote:

Posted By TimB4 on 07/31/2011 4:29 PM
Beth,

E-mails could be considered records if they were about Association business and sent to all board members. E-mails that are between individual board members are typically not Association records even if they are about business (but, depending on the issue, they could be).

Privacy laws always apply.

Here is a link about e-mails from the Davis-Stirling web site.

Here is a link about California Privacy laws from the Reporters Committee website
Sometimes you just have to continue to take the higher road in things like this. If it gets too bad, request that all communication be done only in an open meeting.
Tim

Thanks for the information on David Stirling and emails -tom

SteveW13 (California)
Posts: 11

Posted:

Why not remove these two people? Our bylaws allow the majority of the board members to remove
any other board member for any reason. I would not tolerate this. The three of you "should" be
able to remove them. You might want to try and line up a couple of people you trust to replace
them first, but you could also just remove them immediately, then worry about filling the vacancies.
Bottom line, check your Bylaws, then kick them to the curb.

Steve

CarolR11 (Colorado)
Posts: 2,563

Posted:

Even if in your bylaws state that the board can remove directors, Steve, you'd better check davis-sterling.com as, per the law, generally, only members can remove (recall) directors.

What you can, do, Beth is remove the nasty old-board treasurer from that office. Officers can be removed by a majority vote of directors if your bylaws say so. Even if no one else on the board feels qualified to be treasurer, the board can appoint an Owner as an officer, who wouldn't be a director.

We had that situation a couple of years ago when the treasurer resigned from the office, and we appointed an owner who'd volunteered. When another vacancy occurred, we appointed her to the board and she subsequently was elected as a director. Luckily for us, she's still our treasurer.

BethJ2 (California)
Posts: 62

Posted:

I want to first tell you all how much I appreciate your input. I'd by nuts be now if I didn't have this resource.

I have also found out that at least one of the hostile board members (our treasurer) had recently contacted a vendor directly, had work done inside her home and billed it to the assn. without board approval. The vendor kept the original quote under the limit that would require board approval, then ended up charging us almost twice that amount in three different invoices. He claims he was just doing what he was told to do.

I'm now researching our options to have the board member removed. This isn't as easy as it sounds, even with this on her record. I believe I will need to get a majority vote to do this, but I'm still looking into it.

CarolR11 (Colorado)
Posts: 2,563

Posted:

Please clarify something for me. Are you saying that any owners can get work done in their units and the HOA'll pay the bill? Or are you saying that the treasurer has the authority, because of her office, to have work done in her unit, and to bill the HOA?

Once again, I'd urge you to have the board majority vote the treasurer out of office. If your bylaws are silent on this, check with your HOA attorney, but I believe that Calif. Corps Code gives the board the right to dump her as an officer.

Meantime, and soon, I'd have the board vote to take away her check signing authority.

Yes, to get rid of her as a director, you'd need a vote of the members and it can be complicated

TimB4 (Tennessee)
Posts: 21,059

Posted:

Beth,

Obviously the Board needs to put this charge back to the individual. As a misuse of Authority, the Board should remove the individual from the Office of Treasurer (of course this will also require that someone steps forward to become Treasurer).

The Board might also want to discuss asking for the individuals resignation from the Board or face a recall election (which the President has the authority to call).

Tim

BethJ2 (California)
Posts: 62

Posted:

A homeowner might need work done to drywall because of a leaky roof, for example. Our units have had problems with that, but all homeowners must go to the management company to request that the work be done. If the work is less than $800 then the management company can request the work be done without board approval. If it is more than $800 then it must get board approval.

According to the mgmt company she did request the work via email, but I haven't seen the request yet.

The invoice from the contractor was for "performing forensic work to locate the cause of the leak NTE $800". But the contractor invoiced us for 23 hours! He broke it up into three separate invoices that included removing drywall and patching it again in numerous areas of her home. We asked him who authorized the repair the he said that she did. He just did what he was told. I have doubts that this is what was done at all.

I just found out about this on Friday and I'm still investigating exactly what happened here.

It is very clear that she abused her authority by bypassing the normal process of doing things. No doubt there will be charge-backs for this, but I believe what she did was not only unethical, but possibly even illegal.

TimB4 (Tennessee)
Posts: 21,059

Posted:

You may also want to consider finding a new contractor. They probably did what they were told but they also had to have known that something fishy was going on.

FionaC (California)
Posts: 212

Posted:

Focusing on the hostile board member emails. A few years ago we had aboard member who had it out for our President. He tried everything but the right way to get her removed. He openly spoke about her to all who'd listen. He'd send scathing emails to her, the entire board and our management company.

When things got of a personal nature he attacked me via email. Making assumptions, called names, emailing everyone and the management company.

It got so bad, it was an stressful situation to attend meetings, open emails etc. FUNNY! This man would NOT talk during meeting but rather did his fighting behind a computer screen.

I sent him and all like he did an email, I put him on notice and then told him from this point on, all emails from him will be considered a hostile nature and will be printed out for record keeping... it didn't stop him, but I did not ever again answer his emails or feed into his hatred.

( He ok'd work on our building without approval of the BOD, he also coordinated contractors to be on our property working with "his" approval after 8 pm. He also prresented to our bod during executive session receipts of greater the $200 of which he bought lunch for the contractors who were never approved to work on our complex... The contractors caused damage to a car in our parking lot... it was a mess. It was a sad situation but a blessing to us all when he lost his job and his unit a few months later.

But these people exist..
Ignore the emails... know you have more force being a majority. Know your ccrs.. remove the others.

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