President Not Communicating With Entire Board

Hi Everyone: Our board is comprised of seven members, our newly elected President has served six (6) previous and consecutive terms on the Board. Our new President does not like three of the board members and he does not communicate with them (one of them is me). He is close friends with one of the male board members and the two of them spend a lot of time reviewing HOA situations, visiting City Hall, etc. When the Board was seated at the December meeting, each board member was told that they had to sign an 'Ethics Agreement' and that it was to be done right then and there in front of the homeowners - none of the board members was ever given a copy of the 'Ethics Agreement' that they signed.

The President has now decreed that no board member may contact the management company or represent themselves as a member of the board anywhere, without his written permission and that only 'he' may speak on behalf of the board to anyone. I told him that I would not allow him to represent me if he has not informed/discussed with me what he is representing me on. He then called for my resignation from the board citing the ethics agreement and asked that the board take a vote to remove me. Turns out, as you all probably know, that the board can vote to demote an officer to board member status, and they can vote to remove a board member from a committee, but only the homeowners (who elected the board member) can actually vote to remove the board member. When he was informed by the property manager that the board could not remove me from the board, he turned to me (I was sitting on his left) and hissed "This isn't over you disgusting, despicable B*#%ch". He doesn't like me because he is the owner of the landscape company that maintains our HOA landscape - they are our largest vendor payment monthly. This year, when he was elected as the President, I asked that the landscape contract be put out to bid for the following reasons:

The contract had not been put out to bid since time time his company took over the landscape which was coincidentally the same time he got on the board (six years ago)
I stated I found it highly irregular that the board President is also the HOA's largest contractor and that as President, he will be signing his own checks
I also stated that I found it to be a violation of the board's fiduciary responsibility to not have the contract put out to bid on a regular basis.

So now you know why the board president doesn't like me, but my questions is: Can the President of a HOA board willfully not communicate with the members of the board whom he does not like?

I look forward to hearing your advice on this situation.

As Richard pointed out, you can't make an adult talk to another adult if they don't want to.

However, you can gather support and remove him as President.
You can gather support and insist he removes himself from any discussion on the landscaping contract (as it's a conflict of interest)
You can gather support and recall the individual.

As far as the ethics paper you signed. Simply ask for a copy.

Welcome to the Forum, Casey. Hope you don't mind answering a few questions--it helps me understand context.

How many Homes are there? Or are they condos? Or?

Do you have any allies on the Board? I take it you have only been on your Board since 12/15 right?

Who sets your board's agenda? All directors? The PM & president?

Does your Board have open meetings monthly?

One thing I'm wondering is why your perfectly reasonable topic of seeking proposals for landscaping is not on the agenda? At your next open meeting, ask that it be placed on the agenda for the following meeting. Ask that your PM seek proposals. Get homeowners to come to the meeting and ask for the same things at your required open forums.

Because the president has a conflict of interest, he should be advised to leave the room while the topic is discussed. He should not be permitted to vote on any aspect of the landscaping topic due to his conflict. Visit the website put together by CA HOA attorneys, Davis-stirling.com. It's not only about the legislation after which it's named, it also includes many topics of general interest.

Re: communication. The prez should NOT be communicating with a majority of your Board (counting himself) about HOA biz outside of duly noticed meetings. This isn't an ethical issue it's a legal one here in CA.

Has your PM said anything about the president's conflict of interest or illegal communications with a quorum of directors outside of meetings? Can you talk with your PM about this problems? Or is the person in the president's pocket?

There IS a conflict of interest, and it sounds as if the prez did not "do it right," which would be to disclose the conflict to the Board and recuse himself from discussion and voting.

There are very good reasons why directors should not benefit financially or personally from their status on the board.

In addition, the contract according to the OP is 6 years old. Many CC&Rs have limits on contracts often of one year, sometimes of three. The OP has not said if the board has ever voted to renew it. Casey has not said if she's reviewed the Prez's billings. Any Owner in CA can review such a financial doc for the past three years plus the months of the current year. In fact, Casey should make this request --copies of the presidents receipts or the disbursement reports about that line item in writing to the PM.

It's the Board's duty to get work done as best it can within its budget, not the president's. I don't know about others, but as a director, I would never support "giving" budget responsibility any officer. the Board should not vote to permit the president to have that much power.

It's true that conflicts of interest are not illegal so long as the "interested" (the one who'll profit) discloses his interest. But, in addition, he should not discuss or vote on this contract. His presence though does count towards a quorum.

We actually don't know if the Board thinks this arrangement is OK. I hope Casey will enlighten us with more details.

A little more info:
The decision of whether the association should enter into a particular contract is made by the board unless the governing documents require owner approval, or unless the board has delegated the decision to an officer, committee, or manager. The law is currently unclear regarding how many officers, and which officers, must sign the contract in order for it to be valid. Until this issue is settled by the courts, it is prudent to have the contract signed by two officers: (i) the president or vice president, and (ii) the secretary or chief financial officer.
The law provides that a contract signed by an officer can be binding even if there was never a proper association decision to enter into it. To avoid liability for non-approved contracts, the board should exercise extreme care in selecting officers, and provide written notice to all of its vendors that no contract should be considered valid unless the vendor receives a board resolution authorizing the agreement. A sample board resolution is provided in The Condominium Bluebook.