Board member records request

Over the last few months I've witnessed some interesting events transpire in our board meetings, but nothing as unbelievable as I saw in the most recent meeting.

For months a board member that was elected in February has requested different documents from our president, treasurer, and property manager. In every case he has been thwarted, denied, or outright refused. Sometimes the president and treasurer acknowledge they have information and refuse to share it with the other board members. Yes, I said they refuse.

Recently our association received a bill from our attorney that indicated it was a charge for emails from our property manager, but no member of the board will openly acknowledge instructing the property manager to even contact our attorney. In fact, they categorically deny it.

But in the last board meeting, a meeting apparently specifically called to address a concern over this bill, a board member questioned the property manager directly requesting to see his emails to the attorney the association was being billed for. The property manager refused to provide them. The property manager said in this meeting that "he takes direction from only one board member, the president".

The president was clearly in cahoots with the property manager, refusing to even acknowledge any concern whatsoever.

My feeling is the property manager takes direction from the board, not any individual board member. He may communicate with one board member, as determined by the board, but although it may happen in some associations, I believe the entire board is the group that collectively directs the property manager.

The questions are:

What can be done when certain board members, and especially the property manager, are working covertly to prevent relevant information from reaching all board members.

Is it an unreasonable request from a board member to review emails from our property manager to our attorney? Can a property manager legally refuse to share information with all board members? If not, what can a board member do to gain access to that documentation?

Cf,

I think you know what can be done.
Gather support and remove the individual from the position as President (a simple Board vote is all that is needed)
Gather support and remove the individual from the position as Director (through recall or simply not reelecting)


Perhaps. Although a Board member should have access to all information required to do their job, the question becomes is this information needed to perform the job?


Depends on contract language and what the information is. For example, sharing that collections action is taking place on a delinquent member is one thing. Sharing who that member is may be different.

As for legalities, ask an attorney.


Make a motion at the Board meeting that information held by the PM concerning issue x be provided to all (or select individuals).
If that motion passes, then simply direct the PM to provide the info.
If they refuse, make a complaint to the licensing board against the PM for failure to comply with the Boards decision.

Like the others said, you can pursue removal of the offending officer. You can also find the relevant parts of the governing documents and state law regarding viewing records (by members and directors) and send the Board a letter of demand (google for info on this). But the latter, and any ensuing legal action, is time intensive. Chances are this board or cabal will continue stalling. Your best bet is a change of leadership.

The HOA attorneys I have known do not respond to emails, phone calls, or any other communication from a person who is not designated as the HOA liaison. Why? Because the HOA attorney's client is "the Association," and the attorney is obliged to communicate with the HOA's entity-in-charge. This is not the Property Manager but a majority of the Board.

Let's say the Board has authorized the property manager to be the liaison with the attorney. Some-to-all of the emails may be protected by attorney-client privilege. Technically you should be able to view attorney-client privileged communications but not publicize them until such time as you have a court order.

A property manager is in violation of his or her contract if he or she refused to share all HOA business with the Board.

I agree with how your HOA does this John.

Some of the replies, and I appreciate all of them, seem to agree the president needs to be removed from the position. But that takes a board majority, and some board members protect the actions of this president even when he violates many clauses in our governing documents and state law.

So, when some of the other board members are in cahoots against one, it is my view that they cannot collectively just "vote" to not share relevant information with the board member they do not like.

Small claims court seems to be an option, but it would be nice if there was a better option.

http://www.hoaleader.com/public/523.cfm

You have but one course to follow remove the president whatever that takes and then fire the MC. Less work.
Small claims court is not designed to enforce the governing documents of HOAs.

So find someone willing to run for office giving a majority to remove the president or expect status quo.

CfD Good advice above. Things which the President & PM think you as Board members can't handle or are better off not knowing ? !

Services & duties respectfully are owed to the Corporation and stakeholders as a whole, not to individuals nor even to a particular majority at any given time. If something merely inconsequential or embarrassing is what's hidden, imagine what will occur when something bigtime serious arrives.

Directors respectfully have a duty to the Corporation ( & all stakeholders ) to govern, not graze as sheep when red flags like these are waving. With enough support in place, at next Directors meeting why not try to override the President as Chair, unseat him as Pres if lawful, and then start current or upcoming agenda items towards disclosure. Or else shut down all the most emergency business.

FYI: ALL Corporations are to provide a "Prospectus" to ALL their shareholders. It doesn't matter if it's a HOA or G.E. If you ever read one it has more in it than just profit/sales/stock information in it. They have to by law report lawsuits they are involved in, losses, or other issues effecting the company. This is where the whole "Owners have a right to view records" fall into with HOA's. A HOA isn't going to necessarily produce a booklet each year detailing all HOA business sent to all it's members. However, they should be open with requests for record viewing.

I bring this up so that those who think they should be "protecting" their HOA by not providing certain information maybe wrong. Members do have a right to know what and where their money is going. They don't have the right to NOT pay because they don't like it. Instead they can choose who controls it by voting on or out the board.

Board should always keep this in their minds. The HOA is NOT the board's money... It is ALL the member's money of which we are responsible as representatives of the HOA as a whole. So I would be concerned about a MC spending money or contacting lawyers when no board has agreed to such activities. The line has been crossed and ya need to get back into your lines.

I like MelissaP's post. I think it is right on and helpful to any Board forgetting the big picture. Futhermore, I have seen HOA lawsuit documents referring to HOA members as "member-shareholders." I think one reason for this is that HOAs are usually incorporated under a state's nonprofit corporation act. Much of for-profit corporate law applies to HOAs as well. I think Richard's proposal that HOAs do not have shareholders and do not pay dividends is a distinction without a difference. Under the law,a HOA member owns a part of a HOA and does have an investment in it. This is the same as owning shares in any publicly traded corporation that does not pay dividends but instead, hopes for investors banking on capital appreciation.

Just out of curiosity, how much was this bill for the HOA lawyer to read emails from the manager?

It's not unusual for the President to direct the manager to do a task. Perhaps he told the manager to contact the lawyer for clarification on some issue.

Everyone needs to be reminded that the "meter is running" every time you make a call to a lawyer.

The president and the manager should reveal the subject of the issue to make her seek out a lawyer's input.

Most HOAs have a lawyer on retainer for the year, plus allow for some legal help by putting a figure in the annual budget for issues just like this.

Sue,

The bill states directly on it that is is for "emails from our property manager, even naming him directly, and from me. The cost is under $100.

The problem is this is a huge cover up. As some of you know I have been audio recording meetings for years and the board and some committee members hate me for it. But when I started video recording a meeting a few months back our board and some members of a committee in attendance lost their minds...all on video. They threatened me, insulted me, harassed me, etc, all with the property manager's representatives in attendance.

I had already explained to them at a previous meeting, with the property manager in attendance (who owns the company), that members of our HOA could video record meetings if they wanted to.

As a result of this debacle, our property manager showed up at a subsequent meeting claiming he bumped into our attorney and the attorney provided a series of resolutions to control audio and video recordings. I believe in the past I've brought some of these to attention of those here.

The problem is that all board members are claiming they have had no contact with our attorney. Some of the proposed resolutions do not come close to jiving with state law, and I had questions about them in the open forum of a board meeting. Instead of letting me voice my concerns, the treasurer, who was our previous president, invited me to draft a letter to the attorney with my concerns, which I did. But when I sent it our attorney the property manager immediately contacted our attorney and put a stop on any response from the attorney. He claims he did this on his own and our president claims he did not know anything about it, but doesn't seem phased by it.

When another board member asked to see the email sent to the attorney from our property manager the property manager said he takes direction from only one person, our president. The inquisitive board member then turned to the president and said, "ok, tell him to provide the email" and the president said "NO".

This is a huge cover up in my opinion. Three board members and the property manager have conspired to produce these resolutions on their own to target me and pass them off as coming from our attorney. I've run them by my attorney and she agrees they far exceed what is permitted by VA code. My letter to our HOA attorney asked a few questions that would verify this or not, and that is why I believe our property manager put a stop to any legal response, I think with the direction of our unscrupulous treasurer and president. They've even abused executive session to try to cover some of this up.

This type of bs has been going on for years. But this seems particularly over the top and outlandish, and in my opinion, a gross abuse of a board member's fiduciary duty.