How to Handle PM Possible Dishonesty

We are a community of about 400 homes and have a Management company help us run our Association. We have had this company chosen by the developers. The original manager was with us since the beginning and was fired by the management company about a year ago because another HOA complained about him (just wish it was us because I wanted to get him removed for years). But that manager is an old story, to move on we now have a new manager.

Now, in regards to the company itself, every vendor I speak to and other managers say good things about the company. I have to say that they must be good if they fired that terrible man we had before (he really was a terror). So, I now feel that the issues we had before was due to the manager not the company.

I like the new manager. However, there have been some things that is giving me a bad feeling about her even though I keep trying to tell myself to like her. You can read about one of my issues with her at this other post at time marker 03/22/2013 5:09 PM http://www.hoatalk.com/Forum/tabid/55/forumid/1/postid/151095/view/topic/Default.aspx

I have caught her in several "possible" lies. One of them was that she said that other board members were offended by an email I sent to the board. I called each one and no one said they were offended and thought that my email was "right", "spot on". Now, possibly someone just didn't want to tell me that they complained, but I find that highly unlikely from their comments about the content. She seemed to be the only one offended by it and wanted to add it to the agenda for discussion. Which brings me to another lie...

When I told her that I already spoke to everyone and didn't think it needed to be on the agenda but that I had other items to put on the agenda she said that only the president can add to the agenda. Earlier she had said that anyone can add to the agenda but now she was saying something different. I looked up laws, rules and such and found that yes, anyone can add to the agenda but that the president usually puts together the proposed agenda. Either she was now lying, forgot what she previously told the board, or doesn't know the rules.

I keep finding things that we are not doing in the Florida Statutes 720 and when she advices that we shouldn't do it, but I say it is the law, she says that 720 is for condos and not homes so we don't have to follow it, but there is another statute for only condos which is 718, and 720 is for all home owner associations. She also says the same thing when it comes to our docs, that we don't "have to" follow it, but only when it goes with what she advices.

One of the issues related to the statues was use of the reserves funds. According to how it was set up and the statutes they are a "reserve" fund. But she first she said it is allowed to use for anything we need, then when I suggested to use it for common area maintenance she advised against it saying we should use operating funds and save it for emergencies, but then she used the reserves to pay for a new water well which could have come out of the operating funds where we had plenty of money for it and this was not approved by the board (the well was, the use of the reserves was not).

Another was during elections, the by-laws says to use a Nominating committee, but she said we didn't have to follow that.

The board wants to add some guidelines to how we do things and want it documented. I suggested using the by-laws for this so that it is in one place and we wouldn't have to search through minutes to find what we agreed upon. She said the by-laws can't be changed by the board only by the members. I said that was the CC&Rs not the by-laws. She had mentioned the by-laws are for the board to follow and I said yes, and the board can change them as needed. She tried to say this wasn't true. But I read the by-laws and it is true.

So, what is the situation here. Is she lying for some reason, or does she really have no clue of what she is doing? Our last manager would tell the board that they needed him because they would never be able to understand the documents. Well, I read them and they are not that complicated.

I don't think that anything we are asking for is going to add more workload to her. So, I don't understand why she would be against some things. Maybe some wouldn't be advised but she should tell us why instead of lying to us about the rules/docs.

Maybe she really doesn't know the laws and docs as she claims?

We have another election coming and I really want to have a Nominating committee. It was very helpful to have someone find volunteers for our Event Committee and it was successful in finding many volunteers, I feel that a Nominating committee can have some luck finding people to fill some vacancies on the board. And it is also instructed to have a Nominating committee in our by-laws.

I really feel our last election was very unorganized and am hoping for better results this time.

How do I determine if the manager is purposely lying, or if she really doesn't know what she is doing?
What should I do to fix this issue?

Thanks.

A PM is to do what the board tells them to do. They are an outside contractor. Ironically that means they aren't necessarily supposed to live or know your rules as you assume. The rules are for HOA members and NOT for the PM. So it's best to deal directly with your board and not the PM. The PM's job is to help do the work the HOA board wants them to do. It sometimes does overlap as people get that line blurred ALOT.

As for consulting the HOA lawyer if you have one. NO! They are NOT your lawyer but the entire HOA's attorney. They represent the HOA as a whole. Everyime someone calls the lawyer and think it's their lawyer, it costs everyone money. Only a designated board members (generally the president) should be the only contact with a HOA attorney. So if you have legal questions have your own legal source as the HOA's lawyer isn't.

Before I would be willing to place blame on the PM it would be inportant for ME to understand the relationships involved.

Just where is the rest of the Board on all these possible "lies"? Just why does the OP now not want the e-mail she sent out placed on the agenda for discussion? In my mind rather simple _____ wrote this. _____(PM) sugessted that the remanied of the Board was upset. Then ______ ____________ _________ all stated they were no upset but rather supported the contents of the e-mail. Yes there seem to be some "lies" being passed out just not sure who the real liar is.

Why not post a copy of the e-mail? That would give us all some context.

And YES the PM works for the Board. The PM does as they are instructed or does as they are allowed by the Board. Some Boards use the PM to cover their actions because they don't have the knowledge or balls to make a decision and stand by it. Some people live their lives avoiding conflict or disagreement at all costs. Even lying.

Sounds like there just might be a chance the OP is full of "good" ideas and someone either the PM, the Board or BOTH are not in total agreement.
Sounds like all parties are acting in a manner to cover their own behinds and push their agenda without being willing to speak straight and honestly.

I would like to read the documents where the Board can change the
By-Laws without a vote of owners.

I would also like to read the wording where it requires the use of election committes to hold an election.

As for now involving the attorney again when limited folks can't come to a course of action on common sense decisions most decide to turn to a "professional" or in reality someone to take the heat for making a difficult decision. Most documents and state laws are written in English IMO if you require a lawyer to read them to you probably beer you not serve on the Board.

My wild guess there is a lot more to this story than the OP has provided.
In one line the accusation is made that maybe, could be, might be, someone tell me IF THE PM IS A LIAR. Next line "I LIKE THE PM." Well which is it. Time to come down from the fence and take a stand can't have it BOTH ways. Well some people live their lives having it both ways.

Passive-aggressive is the term....

Hi,

Ok, to answer everyone's responses:

My feelings towards her: If I am working with someone, I feel that I should at least be able to trust them. Like others said, it really doesn't matter whether I like her or not. But there are qualities about her that I do like and find helpful in having her as our PM. However, the more we work with her, the more we are seeing these qualities turn for the worst.

Ask attorney:
The PM consulted the attorney for us regarding at least one matter. However, I at this point I am even wondering if I should have believed that. I think that next time she is asked to consult the attorney that the response is in writing, maybe an email to the board members.

I don't want to use the HOA funds to consult the attorney. Like someone else said, the docs are not that hard to understand. I think the PM just interprets them to fit her belief and that she doesn't think we will read it ourselves, or that she just really doesn't know what they say.

The documents are in English. The PM says what she interprets (and by the way when she does this she never refers to the documents, I always point right to the sections I refer to.) The other board members, well, one blindly has 100% faith in her, 3 others couldn't care less, the other stays quiet if it is not in his particular interest. If I want an attorney to back me up, I will need to pay for it myself or have the association pay for it which I would feel bad doing since yes, these docs are in English.

Executive session:
The PM says we can't have a meeting with just the Board members and that if we did a meeting we would need to rent a space (we currently rent space for our monthly meetings). Our by-laws says we can, but the Florida Statutes says that if we do we have to give 48 hours notice where all homeowners can see and have it open to all members, and take minutes. So, we can have a meeting of the board but it has to be open to the homeowners and given prior notice and take minutes. No where do I see we have to rent a place, we can just do it in our playground. Florida statutes 720.303 (2)

I guess this law is good because it prevents the Board from self-governing in its own interests.

Regarding the Lying:
I can't say for sure that she is lying about the email. Maybe one of the board members lied to me. But they are very outspoken (when feeling offended or not agreeing on something) and have never restrained from telling me exactly was on their mind in the past. So, I really do doubt they are lying because of this.

In regards to other issues, either she is lying or she really doesn't know. I don't know what the answer is and my problem is that we need to run an ethical association that follows the laws and docs and her not knowing them and advising that they don't have to be followed seems wrong to me and counter-productive to how an HOA should run.

How do I get the HOA back on track when the PM doesn't follow the rules either because she choses not to or because she doesn't know any better?

How should I present this to the board, when 3 could care less, one blindly has 100% faith in her, and the other only cares if it is in regards to an issue that is important to him? No one on the board has even read all the docs or laws except for me; I know because I asked all of them. They only read sections when needed. And I don't think the board members are bad, they all have some good qualities that can be used for the greater good of the association, however, they choose to stay quiet the majority of the time and don't do the research like I do.

When I got on the board things were really terrible; they are improving but I feel like I am working so hard and fighting an uphill battle to get things back on track. But it really does feel good when the board members do appreciate all the work I am putting in and realize how far we have gotten because of my contributions. I even get approached after the meetings by homeowners who say what a great job I am doing because they see how prepared I come to the meetings. But we still have a long way to go and it doesn't help when the PM doesn't want to follow all the rules and laws. I really feel that the rules and laws are there for a reason to help us be organized and run a properly functioning HOA.

So, for those that want to see our by-laws content:

Article Nominations and Election of Directors
Section 1: "nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting."

Article Amendments
"These By-Laws may be amended or repealed and new By-Laws adopted by the Directors so long as the Declarant has the authority to appoint the Directors and thereafter by a majority vote of the Board of Directors present, in person or by proxy, and entitled to vote at a regular or special meeting of the Board; provided that any matter which is in fact governed by the Declaration may not be amended except as provided in the Declaration. Notwithstanding anything herein to the contrary, HUD, FHA and VA shall have the right to veto any amendments to these Bylaws as long as a Class "B" membership exists."

The Declarant is the developer. We are currently run by the members, not the Declarant and we are a Class "B" membership. So, I believe that this says the board can amend the Bylaws as long as it doesn't contradict with the Declaration (CC&R). The Declaration needs 2/3 the votes of members to be amended. The Bylaws are a list of responsibilities that the board, directors, officers and committees have. The Declarations are the CC&R and all that other good stuff for the members.

I guess what you are trying to say is that I need to grow a pair. Got it.

Well, when it is her interpretation against mine, the other board members tend to go with her's because they trust her to know what she is doing, especially when she says she's been doing this for 20 years.

I am going to look into one of those sites where you can ask lawyers questions. Maybe I can get that to back me up, but even then I know she will not admit being wrong because she is so stubborn. I can hear her now, "well I don't recommend it". This is her response when the majority of the board does what they want against her will.

Emily, Our PM IS required to follow our governing docs and state laws per our contract with the MC.

Does your contract state that the PM must set the board's agenda? Read the contract! If not, can't you persuade the other directors to decide that the Board, per Robert's Rules of Order, sets the agenda? And the PM & president coordinate the agenda?

I would not permit the PM to consult with your HOA attorney without a director present. You might have free phone call with the attorney as do we in our HOA with a $500 annul retainer. But, you're right, you do want some opinions in writing.

Meantime, insist that the PM cite her source for her "knowledge."

I also sounds like you, Emily, need to learn more about meetings in your state. When, for example may you hold an executive session. The matter about the email should be discussed in private, IMO.

I have seen previous threads about Fl. HOAs and I think I recall that yes, indeed, you must hold open meetings of your board which homeowners attend. But rent a space? Surely that isn't required by law!!?? Learn more.

Bylaws often follow their states corporations codes. What changes doe you have in mind concerning "how things are done"? Your ideas may not be appropriate for the bylaws.

It seems to me, Emily, that you are juggling too many ideas at one time. Your writing is somewhat scattered, fragmented and jumps around a lot. IMO, you need to make some organized lists or outlines organized into topics headings, and pick which one you want to deal with first.

Your own bylaws most likely give every director the right to review your HOA's contracts. Your bylaws and state laws probably also give every homeowner the same right--to review executed contracts. Request a copy of the contract from your PM dated and in writing. You & the other directors absolutely want to see it. Are you sure you even have a contract??

Our CC&Rs do not permit us to have contracts that exceed one year (with a few exceptions, e.g., cable co.). The MC may have talked the board into renewing for three years, or your docs may permit it. But it's highly unlikely that the board would have approved a contract for longer than that!! Unless it "automatically" renews annually if your board doesn't want to change it?

Also request in writing a copy of the contract with your HOA attorney.

Unless your bylaws or CC&Rs say otherwise, it's the board's job to approve contracts, not the president's.

Don't let your PM get away with using "20 years experience" as her reason to not cite the sources of her information. State laws change frequently and she may have info that's out of date.

Our PM & prez "coordinate" the agenda. About 10 days before our monthly meeting, we directors send the PM a written request for agenda items with background info or justification for why the board should deal with it. We encourage h'owners to do the same. The PM herself often has several items as our HOA is very complex. About a week before our scheduled meeting, the PM has a compiled "Board Packet" for us directors that we each can review well in advance of the meeting.

Once agendas are posted for h'owners--CA and our bylaws require 4 days in advance of the meeting--we may not add anything to the agenda.
This definitely helps the board stay on topic. Fl. may have a similar law.

Carol and John, you both wrote stuff in your last posts that I can't find answers for at this time. I read through all the CC&R and by-laws and can't find answers. I quickly scanned the Florida Statutes, but need to really read through again. I think I need more in-depth study of these issues and will go and create new threads dedicated to those topics. Thanks so much because I think you just brought up some issues I never even thought of and I think I really need to find the answers.

I will start working on these new threads in the morning.

Thank you so much for your help. Like I said before, I am so glad I asked and found this board.