How a Board member votes. How confidential.

Started by SteveS8 • 6 replies • 2043 views

💬 Join us to post & get advice from 50,000 HOA & Condo leaders.

⚡ Takes 30 seconds

Already a member? Log in

SteveS8 (New York)
Posts: 128

Posted:

There are no written confidentiality rules for our Board which is made up of 4 members appointed by the builder and 3 voted upon by homeowners. We are in the very last stages of construction here in New York.

I fully understand that the builder's appointees have a fiduciary responsibility to the homeowners, but, in reality, homeowners appear to be getting the short end of the stick much of the time.

In a recent vote, we were told, in the excerpts that were made public by the Board, that the Board voted against an issue clearly not in the best interests of the homeowners. I would like to email the 3 resident Board members and ask how each voted and their rationale for doing so. I am not going to ask them how others voted and why.

Since there is no written confidentiality policy, would you say that the resident Board members are not constrained in any way from responding to me or is there some unwritten rule that does not permit that?

Thanks as always.
Steve

TimB4 (Tennessee)
Posts: 21,059

Posted:

Typically, the only time a Director can cast a secret vote is when voting for Officers. That said, check your applicable laws (normally corporate laws) to be sure that this is how it works for NY.

The minutes will simply say "x yea x nay" or "the motion passed by a vote of x to y" or "the motion was unanimously adopted".

Personally, I don't see any reason why you can't ask a Director how they voted. Just don't get mad if they don't want to tell you.

KerryL1 (California)
Posts: 14,550

Posted:

We've learned that NY is a closed meeting state where boards may choose to have all (or most?) of their meetings in executive session. So far as I know, votes in ES should not be made public. But Jon of NY knows a lot more about that than I.

Still, with Tim can't hurt to ask--nicely.

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Quote:

Posted By SteveS8 on 07/18/2014 9:08 AM
I would like to email the 3 resident Board members and ask how each voted and their rationale for doing so.

If you lived in Connecticut, we have been advised by attorney that the courts have ruled that how board members have voted must be recorded. The reasoning is tjhat in the event of a claim (lawsuit) claims against individual members can be dismissed based on their vote.

According to accepted parliamentary procedure, no member may be compelled to explain the rationale for his or her vote.

GlenL (Ohio)
Posts: 5,491

Posted:

Steve no matter how you rail about the unfairness of it, the Declarant and his Board are in charge and will likely remain in charge for a very long time. Now to placate the homeowners they have allowed them a limited seat at the big people's table but since they have the majority, they have the power to pat the "children" on the head and tell them to go play while the adults talk. The answer you seek will likely be found in the NY statutes governing non-profit corporations and condos (if any). If there is nothing there requiring them to open the minutes, then you and your fellow homeowners may have to seek remedy through the court system but be aware that the Declarant can use Association monies and insurance to fight you.

Studies show that 5 out of 4 people have problems with fractions

DavidW5 (North Carolina)
Posts: 565

Posted:

There have been many posts here about lack of homeowner rights while the declarant is in control of the association. It is clear to me that most people who buy into such an association have no idea of the situation they will find there. I was in that same boat 10 years ago when I moved into my current community. It sure would be nice if the law required that the lack of owner rights be disclosed clearly prior to closing.

We are now looking into moving closer to our grandchildren and I am categorically ruling out any community still under developer control - once burned, twice shy.

RogerB (Colorado)
Posts: 5,067

Posted:

Quote:

Posted By SteveS8 on 07/18/2014 9:08 AM
There are no written confidentiality rules for our Board which is made up of 4 members appointed by the builder and 3 voted upon by homeowners. We are in the very last stages of construction here in New York.

I fully understand that the builder's appointees have a fiduciary responsibility to the homeowners, but, in reality, homeowners appear to be getting the short end of the stick much of the time.

In a recent vote, we were told, in the excerpts that were made public by the Board, that the Board voted against an issue clearly not in the best interests of the homeowners. I would like to email the 3 resident Board members and ask how each voted and their rationale for doing so. I am not going to ask them how others voted and why.

Since there is no written confidentiality policy, would you say that the resident Board members are not constrained in any way from responding to me or is there some unwritten rule that does not permit that?

Thanks as always.
Steve

Based on an HOA attorney's advice our managing agents recommend that minutes record the names of all who vote against a motion, except in an executive session. The reasoning relates to protection in case of a law suit. No voter needs to comment on the reason for their vote for or against a motion. I think it is appropriate to discuss an issue with a Board member. I would not ask specifically how and why they voted on an issue. Also, it is appropriate to state your opinion to the Board or to any Board member.

🎯 You've read this entire discussion

Join the conversation with 50,000 HOA & Condo Leaders:

✓ Ask follow-up questions
✓ Share your experience
✓ Get expert advice
✓ Access 350,000 discussions

Create Free Account →

⚡ Takes 30 seconds

Already a member? Log in here