Secret meeting question..

I am the president of our condo association. I have been an owner for about 20 years, board member or president for the last seven years. Our association members are very hands off, and we pretty much beg for board members, and we are lucky if we get 20 percent attendance at our annual meeting. I was recently notified that one board member had invited all other board members and selected owners to a secret meeting, their plan is to remove our onsite maintenance person, hire a new management company, and elect a new president - all at the secret meeting. This board member is also hinting that there are financial issues I am hiding, though anyone can request access to the financials. At the last general meeting I had to start out the meeting by requesting that owners not gossip, if there were questions they should address the board, if that gives you an idea what happens at our association.

The board is meeting on the 14th, I plan on addressing their behavior, would like any input on how to handle this situation.

Doug

Generally there is a procedure for removing a BOD Member. The procedure will be covered in your Bylaws. They can meet as much as they want and talk about whatever they want but until they start the proper procedure it is simply a bytching session.

Generally only the BOD can initiate contracts, cancel contracts, hire or fire personnel, etc. so again, all they can do is bytch about those items until they have control of the BOD.

My initial advice to you is in several parts.

Do not become defensive until an accusation is made, but also do line your ducks up in a row to be prepared to defend.

Become indirectly proactive. Put out good/positive information and data but not defensively. As an example. Put out something that does not say I am doing this as I have heard rumors and I want to disprove them but rather say I am putting this out in my quest to keep all informed.

Do not get down in the mud and fight. You will only get dirty. Stay above it.

Hope this helps.

Depends on the CC&R's and state laws, could be a bitching session or could be an illegal board meeting against any open meeting laws.

Yes, certainly an attempted coup. I will address their actions at the meeting, and I do have other (legal) plans, but would like as much input as possible before the 12th.

We elect the board and president at our yearly meeting. I have zero issue with a board recall and new election, I do have serious issues with board and non board members acting in secret. The complex has some pretty toxic personalities, and at least two with mental health issues. They have driven out the last two presidents, so I feel it's even more important that I maintain at least a presence on the board.

Good, fair question. Like I said before, it's a prety toxic situation, many retired, fixed incomes, at least two owners with mental health issues, so they have plenty of time to gossip, complain, and cause problems. No one wants higher association fees. We have a pool, sprinlkler systems that need major repairs, and parking areas that need some repair/maintenance. We have about 40k in our reserves, new roof, and have been updating the common area entries and laundry rooms. In the last five years we have paid for mold remediation in a building crawl space and last year did some pretty expensive repairs to one of the basements due to flooding. We have a management company, the same one for at least 15 years, and people claim they are rude. I have always found them polite and very responsive.

An owner called me and told me about the secret meeting, and that I was purposefully not invited. Issues seem to be the management company, and the amount we pay our onsite maintenance person (about $1200.00/month, which includes free rent). They claim the grounds are a mess, but it's the middle of winter, values are down (and they are all across town), and one board member hints that I and the management company hide fiancials-or are stealing, though I haven't heard that said as much as insinuated. I do rent my condo to the association for the maintenance person for below market rates, that was setup two presidents before me. I was elected president last year and this year, because no one else would step up. There seems to some belief among the owners that I make all the decisions, but everything is passed through the board.

We have about 3 acres of property, 10 buildings, nice part of town, but some theft/vandalism, a few tenant issues, a few owner issues, a pool that gets used heavily in the summer, some behind on their dues. Their answer is a new management company, outsourcing all services. I have always discouraged outsourcing because of the number of rentals, the age of the buildings, and the pool. I think the biggest issue is lack of funds, we have about 11k in working funds. Getting the roofs done took a special assessment and caused major complaints,

40 units x 174/month. Some pay a little more, so about 85k a year. Current manager is recommending our reserves to be 150k, right now we have 40/45k in reserves. We "make" most of our money between October and may, usually we add about 10/12k to our reserves. If we have a lot of snow we don't add much. During the summer we usually break even between income, expenses, and repairs. Though I am concerned about the reserves, major. Projects could get pushed out a couple years- my big concern is that we have lost trust in the board, And now it appears that secret meetings are acceptable, and who knows the damage this board member may have caused by hinting that there's financial improprieties between me and the management company. If youu wondering, I get the statement every month and there's never been any questionable expenses or payments.

Doug

I hope you aren't so thin skinned that you don't consider what I am about to say. This forum is a place where we learn from each other and sometimes the messages can be strong. You seem knowledgeable about the goings on in your community - but I am not sure that you are a good listener - and the objection may be that you are playing things too close to the vest instead of sharing information with your peers.

I asked when your last reserve study was done. You responded by describing your reserve situation, and how certain things could be pushed off. Yet, if you wanted to build confidence among your HOs, you would get a reserve study done - and outside independent assessment of your true needs. You say that the MC recommends $150k, but he isn't respected. So that's not good enough for your to be telling your membership.

You say that you get the statement every month and there's never been a questionable expense or payment. Who says so? Is this you looking at the statements - or is it a decision that the board reached after stepping through the numbers? If you did dig into the finances as a group, then there shouldn't be insinuations. What I cannot understand is that you seem to know something that your other board members don't. And in my book, that's a problem.

I don't condone the secret meeting. But if you want to challenge them for holding it, then I think you are chasing the wrong issue. There is something missing in the way that you are dealing with the rest of the board that makes them uncomfortable. And if you can get to the heart of that issue, then fences can be mended.

If I was in your shoes, I would have no problem going to the board meeting, and before anyone says anything, offer to resign my position as president. I would also offer to have someone else be the MC contact person. And I would recommend that the HOA have a reserve study done. If you don't have your books audited now, I would recommend that as an option to address concerns about financial improprieties.

It's not enough that you know you haven't done anything wrong. But that's just my opinion.

Doug

Once you said you rent your unit to an association employee it caused me to raise my eyebrows. Based on that alone I can see how some might well question your relationship with and wanting to keep things as they are.

I will answer as many questions as I can, the iPad and I don't always get along. We don't know how many renters we have, owners are not required to give out that information, I would guess it's probably 50 percent tenants, 50 percent owners.

Our board currently is five active members plus myself, it has been low as three active participants. I am really surprised that so few are interested in their investment and community. The issue certainly could be me, but I have been on the board or served as president for about seven years, I think if the issue was me, I probably wouldn't get invited back by the owners. I would guess the last official reserve study was done 7 years ago, it seemed to be part of the evidence for the special assessment for the roof.

Regarding our funds- we get a monthly statement, when I first purchased the condo it went to all homeowners, now it is just me. Records are available to anyone who wants to see them, until now, no one has asked. We have discussed the need for an audit, but no one wants to pay for it, people have volunteered their family members, but I feel it's best done professionally, which people don't want to pay for.

There was a suggestion that I volunteer to step down. I think that is the wrong approach. I was elected president by the owners, if I step down, I am just saying it's okay to meet in secret, and to hell with Washington state law, and the homeowners wishes.

Regarding our operating budget, we don't add to the reserves every month. Normally the operating budgets stays around 10k, when it goes past 15k the managers dumps 5k into the reserves. Generally during the summer we spend what we bring in every month, last year it was quite a bit more because of all the work we did, plus the emergency basement repair. The board meets about every 4-6 weeks, generally it's just us, but homeowners are welcome. I see no reason to meet in private, regarding any issue. What could we possibly discuss that we wouldn't want a homeowner to know? Please share what your boards meet in private about.

I am aware that it seems to be a conflict of interest regarding my condo. It is not a secret, the rent is well below the market rate, I don't supervise our employee, nor would I cause an issue if the board wanted to change that. My concern is that we will spend far more outsourcing all the work, the pool is a major concern, we have a resident that when he gets mad tosses furniture and rocks in the pool, and kids (I assume) have left feces in the pool, plus vandalism issues, many people leave garbage ouTside the dUmpster, the list goes on....we have four or five pretty major sprinkler repairs evey year, last year we had a basement flood that went unreported for a weekend, our buildings are a bit odd, there's one water shut off for each building, and it's in the back of every crawl space, so should a major leak happen, it could be hours if not days before someone would call to have it shut off, who replaces light bulbs and resets outside light timers? We have pretty major snow events every 3 or 4 years, will the owners just have to wait until it's our turn to get the walks shoveled? What about deicer? What kind of liability will we have when one of the elderly owners slips and breaks a hip? I Feel that if I don't stand up for these people, no one will.
We don't meet in executive session, I would encourage all owners to be active in their community, stangely, few do. That's why I am so baffled by the secret meeting, all decisions are board decisions, we have never met in secret, and as long as I remain president, won't.

IMO Doug, you are truly invested in your community and want to address many of the difficult problems your HOA faces. You have an understanding of the ebb and flow that any HOA experiences, and of the reluctance of your HOs to spend money. For all those things, I give you kudos.

In the meantime, 4 board members go off and hold a meeting about you.

You want to focus attention on the utter inappropriateness of these meetings behind your back. And some of us want to focus on why 4 other people feel the need to meet without you - probably one of the most knowledgeable people in your community. My first inclination is that some of the tension is caused by a failure of leadership. As capable as you are, why aren't you able to convince the other board members to trust you - or the way you do things - or the way that you demand things get done?

You say that the monthly statement only comes to you now - Why? Why don't the other board members get it? What impressions do you make every time that you describe a situation where you are the sole point of contact or the sole recipient of information? IMO, not a good one. Do you have any desire to correct this?

You say YOU would want an audit done by a professional. But you don't say what your board's opinion is on the subject. That troubles me. And in fact, while we have a good picture of what you think, there is very little you have said about the opinions of the board. How can you lead if you don't know how to attract followers?

Re your question on what we deal with in executive session: Delinquencies, Litigation, and selective Vendor Issues. PA is not an open meeting state, but we willingly open our meetings to any HO who wants to sit in.

You say that if you don't stand up for elderly owners, no one will. Are you saying that there are 4 other board members who think that the needs of the elderly are unimportant? Once again we get your opinion, but nothing about the opinion of your board.

You say that you were elected into the role of Pres. In most HOAs, the HOA membership elects the board members, and the board members select officers (including Prez) among themselves. How does yours work?

In one form or another, you have said "not on my watch" on many issues. That would give us the impression that you think you hold some kind of executive veto power. Never seen it work that way in an HOA. Maybe it is time for you to let someone else take over the helm. I'm not saying that you should step down from the board (where you will still hold 1 of 5 votes), but I am saying again that there is something that YOU are doing that isn't working.

Why are the financial records being sent to Doug and not the treasurer?

What does governance of the USA during WWII have to do with you and your HOA. By your latest answer, I think everything you disclaim is in fact true, and this all about you.

You have an inflated view of self, and a little martyr syndrome going.

Blanket executive sessions are not legal in Washington

all meetings of the board of directors shall be open for observation by all owners of record and their authorized agents. The board of directors shall keep minutes of all actions taken by the board, which shall be available to all owners. Upon the affirmative vote in open meeting to assemble in closed session, the board of directors may convene in closed executive session to consider personnel matters; consult with legal counsel or consider communications with legal counsel; and discuss likely or pending litigation, matters involving possible violations of the governing documents of the association, and matters involving the possible liability of an owner to the association. The motion shall state specifically the purpose for the closed session.

64.38.035

As NPS stated, you should attend and first thing, offer your resignation and give them all the necessary paperwork to finish your term and leave. The way this did this is called self deceptive leadership. They think by excluding one of the most important parts of the task, in this case you, they can lead themselves to victory. And they will suffer for it.

Don't be a wuss and let them use you like that. Why would you want to continue with people who felt it best to meet in secret, purposely leaving you out? Aren't you better than that as a person? Why would you want to spend even all this time with us defending yourself? Give them what they want and I promise you, they will most likely suffer for it in the end. It may hurt your pride some, but better rip the bandaid off than pull it hair by hair?

Doug,
One of your post stated that having the President being the only person to review your financial statements was put in place before you became President. This is something than in my opinion could be easily remedied by a vote of the Board.

Before I became President. We received and approved all bills. Then the bills went to the PM who cut a check and returned the check to us for signature of the President, then had to go back to the PM for filing and mailing.

As soon as we were able after I became President, the Board under my leadership had our PM put on our bank account to sign checks thus cutting out one step in the bill paying process.

We don't want to turn everything over to the PM as we have had financial problems in the past.

Thanks Charles. In CA civil code, though, we may schedule executive sessions during or following a meeting, or at any time. Ours typically are held before our regular (open meeting) of the Board each month.

I don't know if WA has any statutes about when ES can or must be held.

ES must be noticed two days in advance and the general agenda must be included. For that reason, we cannot be spontaneous and suddenly schedule one in the middle of an open meeting unless we directors somehow would define the ES as an emergency.

My question, Mark, is can ES be held at any time or must it be held during a meeting--adjourn to ES, reconvene to the regular mtng.-- as apparently in CO, per Charles?