confidentiality vs. owners' right to know

Started by JamesC32 • 21 replies • 2084 views

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JamesC32 (California)
Posts: 20

Posted:

I’m a board member (5 members) for our California complex (40 condos). One officer has lied to owners about rights (aren’t allowed to attend meetings) and/or dissuaded other owners from attending board meetings (lied about changing date/time to accommodate). Owners suspect there’s lack of due diligence and other shady things going on, but are frustrated at not having access. They've approached me, as they know I've challenged this officer on issues. As a board member, I have seen these things happen, and have knowledge about decisions made that, while possibly not illegal, are seriously unethical. Decisions include (but not limited to!) pattern of favoritism to proxied vote owners on repairs and maintenance, inadequate reserve fund, conflict of interest with vendors, lack of due diligence with maintenance, attempt to obstruct owners receiving minutes and agenda. Given my responsibility to confidentiality as a board member - anyone have feedback on my sharing this information with other owners who’ve asked?

BonnieG1 (Nebraska)
Posts: 1,186

Posted:

I could be way off base on my reply, but in my opinion most Board decisions should be in the minutes of the Board meeting. So I don't think you would be wrong to tell your members what the Board decided. Now if you were to go into detail about the discussion before the decision was made, I could see where that might be a problem.

Our Association places the time and agenda of each regular board meeting on the entryway bulletin board. When I first became a Board Member the agenda was kept secret even from me until the time of the meeting.

Once I asked if I could see a copy of our bank statement. The Vice President's response to me at that time was "You don't trust anyone do you?" I was the treasurer.

KerryL1 (California)
Posts: 14,550

Posted:

How long have you been on the Board, James? doesn't your HOA's secretary or property mgr. post your agenda in a place where Owners can easily see it 4 days ahead of a board meeting? In the way that Bonnie's HOA does? That's required in CA.

In addition, in CA law, within that 4 day period, nothing can be added to the agenda (with few exceptions).

Draft minutes of board meetings must be available 30 days after the meeting in question.

To not follow the above CA laws is, well, illegal.

Also, in CA, only a very few certain matters legally may be discussed in closed (executive session).

Go to davis-stirling.com, Main Index and scroll down to Open Meeting Act.

Do the other three directors just let this VP do whatever the hell s/he wishes? Are you the only one who stands up to the VP? How often does your Board meet?

Maybe best to deal with these legal issues first on this thread because you might be able to take care of them properly. Concepts like "favoritism" and "due diligence" can be very subjective and hard to prove.

RichardP13 (California)
Posts: 3,868

Posted:

Quote:

Posted By JamesC32 on 09/26/2015 9:26 AM
I’m a board member (5 members) for our California complex (40 condos). One officer has lied to owners about rights (aren’t allowed to attend meetings) and/or dissuaded other owners from attending board meetings (lied about changing date/time to accommodate). Owners suspect there’s lack of due diligence and other shady things going on, but are frustrated at not having access. They've approached me, as they know I've challenged this officer on issues. As a board member, I have seen these things happen, and have knowledge about decisions made that, while possibly not illegal, are seriously unethical. Decisions include (but not limited to!) pattern of favoritism to proxied vote owners on repairs and maintenance, inadequate reserve fund, conflict of interest with vendors, lack of due diligence with maintenance, attempt to obstruct owners receiving minutes and agenda. Given my responsibility to confidentiality as a board member - anyone have feedback on my sharing this information with other owners who’ve asked?

And I thought politics NEVER played a role in running an HOA.

RichardP13 (California)
Posts: 3,868

Posted:

James

Are you self managed or run by a management company.

The role of individual in question, President? Good has majority control of the Board, good guys or bad guys?

RichardP13 (California)
Posts: 3,868

Posted:

Meant to say,

Who has majority control of the Board, good guys or bad guys?

JamesC32 (California)
Posts: 20

Posted:

I realize 'favoritism' and 'due diligence' are not clean cut, but this board (which manages the complex) has allowed basic maintenance to go untended for years, which of course means it costs more in the long run. That's primarily what I'm calling due diligence. The favoritism part is subjective, but blatant enough when results are compared that many owners have this feeling. The board is, in my opinion, a puppet board, and there are no other members who challenge this particular director.

It looks like some of the things - attending meetings, posting agenda, receiving minutes are easy to deal with - inasmuch as they are being handled in an illegal way.

JamesC32 (California)
Posts: 20

Posted:

the "bad" guys are definitely the majority.

JamesC32 (California)
Posts: 20

Posted:

the way maintenance typically happens is that the director in question instructs another director what things to attend to. The 2nd director is officially in charge of handling maintenance (scheduling, etc.), but he does nothing without approval first from the bully director.

The things I'm aware of (reserve fund issues, inequity in infrastructure repair, conflict of interest with director in question who also is in charge of groundskeeping, direct lies told to owners about meetings, minutes, etc.) are the main items in question which I feel owners have a right to know. These things never made it into the minutes - they are just how things work. My concern is violating my position as a board member, by discussing these things outside of the board meeting with other owners. Because owners have been effectively cut out from the meetings, they believe they have no path to information.

RichardP13 (California)
Posts: 3,868

Posted:

James,

I assuming you are self-managed?

JamesC32 (California)
Posts: 20

Posted:

yes.

KerryL1 (California)
Posts: 14,550

Posted:

What if you "volunteer" to post meeting agendas? do you, in fact, know the law in this regard? Does the rest of the Board?

Is there NO other director who wants your board to perform legally?

Please answer if there is a contract between the Board & this prez? And, if so, did the Board vote on it? How long have you been on the Board?

My trouble with you wanting to tell other H/Os about your board's alleged sins is how would you prove it? How would not just be gossip?

Posted Meeting notices and access to minutes are tangible. You can, for instance, at your next boar meeting insist that CA notice requirement be g followed and make a motion to that effect. See how the vote. go on record saying you want to follow CA laws.

Who writes the minutes, btw.

JamesC32 (California)
Posts: 20

Posted:

My impression is that the rest of the board is satisfied leaving things the way they are. The director in question is a bit of a bully, and many peole are afraid of him.

Not sure what you mean by a contract with the Board? He was elected to the board at the annual meeting (like the rest of us).

There is ostensibly a contract between this director and the HOA for groundskeeping. (which has led to possible conflict of interest). I've never seen the contract. I've been on this board probably 2 years. The minutes are written by the other director who aids and abets the first director. The thing is that if these issues are not on the agenda, they won't be reflected in the minutes.

The idea about using Ca. law to insist on posting agenda is a good one.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

James

What have you been doing on the BOD for the last 2 years?

JamesC32 (California)
Posts: 20

Posted:

are you asking what my role has been? I'm not an officer. I've tried to bring some of the issues to the meetings as agenda items. It's very difficult to get change to happen that way when the majority of the other members side with the bully director (not sure how to refer to him!) My impression is the other board members are either afraid of him, and don't speak up with opinions on items, or believe he is running things in a way they're comfortable with. There is very little discussion about agenda items (serious ones) after he has spoken his position.

LarryB13 (Arizona)
Posts: 4,099

Posted:

Quote:

Posted By KerryL1 on 09/26/2015 3:23 PM
at your next board meeting insist that CA notice requirement be followed and make a motion to that effect. See how they vote. Go on record saying you want to follow CA laws.

I did not that a board could vote for or against complying with statutes.

KerryL1 (California)
Posts: 14,550

Posted:

Sorry, I don't grasp your reply Larry....

KerryL1 (California)
Posts: 14,550

Posted:

Sorry, James, I got you mixed up with another post re: managing your HOA.

Will you please review the website given above about the Open Meeting Act in CA??

TimB4 (Tennessee)
Posts: 21,061

Posted:

Quote:

Posted By KerryL1 on 09/26/2015 8:38 PM
Sorry, I don't grasp your reply Larry....

I believe Larry was pointing out that it wasn't an option to follow the laws of the land.
Therefore, it didn't make sense to make such a motion (as you had previously suggested).

I believe that if an objection is made, and insisted it be recorded in the minutes, when proposals are presented that violate Statute, that this would be enough.

KerryL1 (California)
Posts: 14,550

Posted:

James, are your board meeting agenda posted 4 days before a board mtng.? Or not?

If they are NOT, I certainly would bring it up at a meeting an go on record as stating your board or board secretary is not in compliance with CA statutes per the Open Meeting Act.

The reason i would have the board vote on this, which in CA means it must be an agenda item, is so that Owners who attend can see whether directors follow the law or not. And you can be on record in the minutes as wanting the Board to follow the law.

When do you get an agenda for a board mtng., James? A few days in advance? If so, why not post it yourself?

If your bylaws say that the president is in charge of day to day management of the premises, that's the way it is. There does not need to be a vote taken at a board meeting for ordinary maintenance. The Board, however, should vote on contracts for maintenance.

Have you read your CC&Rs about board members's obligations?

JamesC32 (California)
Posts: 20

Posted:

I misunderstood the question about a contract. No, we have no contract, but the Board is responsible for maintenance of the complex. My reference was to the director in question, who coincidentally has a contract for groundskeeping for which he is paid a salary. Other owners have asked to see this contract, as they are not happy with the work, but he's managed to derail attempts to see it. I suggested the owners contact our attorney and ask him to get it done, since I believe the owners have a right to see any contracts the Board has approved.

Yes, I could just post the agenda on the bulletin board. We do get it 4 days ahead of time - but it is only given to directors because the man in charge believes only directors should have the agenda.

I like the idea of having an agenda item about posting the agenda - that seems straightforward and makes sense because it exposes any effort to not comply.

KerryL1 (California)
Posts: 14,550

Posted:

First, every Owner, per CA Civil Code has a right for read & copy executed (signed) contracts. those who request must make it in writing. This contract for landscaping that your director has is not confidential or privileged info. If you have a signed/dated copy of this contract, James, you may give it to any owner who asks.

Did you vote on this contract, James?

However, why not ask the Owner who wants to see it to write to the board and request a copy? See what happens? If he won't give them a copy, go ahead and give it to them yourself. PLEASE see davis-sirling.com, Main Index. Records inspection.

For agendas, see below, but US mail is not necessary IF your HOA has a place to post the agenda. Do you???

DAVIS-STIRLING ACT
Civil Code §4920. Notice of Board Meetings.
[Old: Civ. Code §1363.05(f)]

(a) Except as provided in subdivision (b), the association shall give notice of the time and place of a board meeting at least four days before the meeting.

(3) If the association’s governing documents require a longer period of notice than is required by this section, the association shall comply with the period stated in its governing documents. For the purposes of this paragraph, a governing document provision does not apply to a notice of an emergency meeting or a meeting held solely in executive session unless it specifically states that it applies to those types of meetings.

(c) Notice of a board meeting shall be given by general delivery pursuant to Section 4045.

(d) Notice of a board meeting shall contain the agenda for the meeting.

Read more: Civil Code §4920 http://www.davis-stirling.com/MainIndex/Statutes/CivilCode4920/tabid/3775/Default.aspx#ixzz3myM1MMo5
from Davis-Stirling.com by Adams Kessler PLC.

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