Board president refuses to hold board meetings (all documented)

EnzaC (Connecticut)
Posts: 23

Posted:

I have been a board member for 5 months. We are a small 25 unit association and have a 3 member board, 1 being president. In the past 5 months I have witnessed gross mismanagement with both our president and management company. Our president makes all decisions without consulting the other board members. I have asked if we could start holding board meetings and was told no. Her reasoning was 1) our otherboard member works full time, 2) she is not going to pay our management company to attend board meetings (contract says 2 are included per year plus our annual homeowners meeting) and 3) they are not necessary. Connecticut law states we must hold a minimum of 2 board meetings per year. Our management company has done nothing to encourage these meeting. The manager assigned to us is not even licensed and has only been with the company and in the hoa industry for 3 months! I have filed a petition to get the president and the other board member off (they are long time next door neighbors). I do have documented proof of the mismanagement but am afraid that the fear she is spreading by telling people of assessment fees I want to implement (which is false) will not allow people to hear out my reasons and look at my evidence. If she is breaking a law by not holding meetings could a court judge make her step down?

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By EnzaC on 02/02/2017 2:50 PM

she is . . . telling people of assessment fees I want to implement (which is false) will not allow people to hear out my reasons and look at my evidence.

I'm sorry, but nothing she does prevents you from going to each neighbors door and talk one on one. Bring your evidence along.
Nothing she does prevents you from typing up a newsletter and mailing it to each member or to put one on each door.
Nothing she does prevents you from calling your neighbors and discussing things with them.
Nothing she does prevents you from inviting neighbors over for tea and cookies or wine and cheese and an afternoon/evening of discussion.

Quote:

Posted By EnzaC on 02/02/2017 2:50 PM

If she is breaking a law by not holding meetings could a court judge make her step down?

I doubt it.
However, the court could order her to hold the meetings and, if needed, hold her in contempt for not holding them.
The court could place the Association into receivership (bad idea) to make sure that meetings are held.

EnzaC (Connecticut)
Posts: 23

Posted:

Thanks Tim for your reply. I have done all you said. I have typed a two page outline of all the mismanagement. A fellow homeowner and I have gone door-to-door and placed it in doors, speaking with our neighbors if they were home and had a few over for a "gathering".

She is better known in our community than I am and a bit older. It's frustrating to see the community suffer because of a power-hungry person.

I have initiated a recall and she now has 15 days to call a meeting. I am nervous that they will not be able to see through the sweet and innocent demeanor she puts on.

Time will tell.

DouglasK1 (Florida)
Posts: 2,046

Posted:

If the other board member agrees with you, the two of you could elect a new president (the old one would still be on the board, but not president.) If not, then good luck with the recall effort.

Escaped former treasurer and director of a self managed association.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By DouglasK1 on 02/02/2017 7:39 PM
If the other board member agrees with you, the two of you could elect a new president (the old one would still be on the board, but not president.) If not, then good luck with the recall effort.

Right.

Keeping in mind that the individual is serving two positions, Director and Officer.
The Board may remove the individual from the Office of the President but they would still be a Director and have a vote on board decisions. Of course, this may require the others serving on the Board to step up (as often the President and VP must also be Directors).

If the Bylaws prohibit or limit an individual on holding to Officer positions, it may also require someone from outside of the Board to serve as Treasurer/Secretary.

LarryB13 (Arizona)
Posts: 4,099

Posted:

Quote:

Posted By TimB4 on 02/02/2017 3:44 PM

Posted By EnzaC on 02/02/2017 2:50 PM
If she is breaking a law by not holding meetings could a court judge make her step down?

I doubt it.
However, the court could order her to hold the meetings and, if needed, hold her in contempt for not holding them.
The court could place the Association into receivership (bad idea) to make sure that meetings are held.

Tim,

I do not fully agree with your advice. Removing this person as a director may not be possible if she was elected by the members, unless they can prove a breach of fiduciary duty. That is, to prove that she was acting for her personal benefit at the expense of the association. Her position as President is not so assured, especially if it can be proven that she deliberately and knowingly refused to hold the annual meetings required by law. The declaration likely gives her the right to serve on the board but there is no such thing as a right to be an officer.

I would not dismiss the idea of receivership without looking into it farther. The president behaves like a jerk because all but a handful of owners have no interest in their property. In my view, they deserve to have a couple of major special assessments dumped on them to pay for the receiver.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By LarryB13 on 02/02/2017 8:40 PM

Posted By TimB4 on 02/02/2017 3:44 PM

Posted By EnzaC on 02/02/2017 2:50 PM
If she is breaking a law by not holding meetings could a court judge make her step down?

I doubt it.
However, the court could order her to hold the meetings and, if needed, hold her in contempt for not holding them.
The court could place the Association into receivership (bad idea) to make sure that meetings are held.

Tim,

I do not fully agree with your advice. Removing this person as a director may not be possible if she was elected by the members, unless they can prove a breach of fiduciary duty. That is, to prove that she was acting for her personal benefit at the expense of the association. Her position as President is not so assured, especially if it can be proven that she deliberately and knowingly refused to hold the annual meetings required by law. The declaration likely gives her the right to serve on the board but there is no such thing as a right to be an officer.

I would not dismiss the idea of receivership without looking into it farther. The president behaves like a jerk because all but a handful of owners have no interest in their property. In my view, they deserve to have a couple of major special assessments dumped on them to pay for the receiver.

Larry,

Reread my answer.
I said that I doubted that the court could force her to step down.
I also said that they would (which is more likely) simply order the Board to hold meetings and if they failed to do so, could be held in contempt.

Receivership could be another option if the Judge thought the Board was completely screwed up.
However, based on what was provided, I do not think that the court would go that far without being asked to do so.

In a separate posting, I attempted to clairify what Doug wrote saying exactly what you said about removing her as an Officer. However, I also pointed out the issues that this may cause.

Example: 3 directors, 3 officer positions (P, VP, S/T), Bylaws state that P & VP must also be Directors and only the Secretary and Treasurer positions may be held by the same person.

Board removes Director A from Presidents position.
Director B, serving as VP doesn't want the job of President or Secretary/Treasurer.
Director C, agrees to be President leaving S/T position vacant.
Director A, ticked off, refuses to accept another Officer position.
Now the Board must find a non Director willing to serve as S/T

Therefore, prior to removing the individual from the Office of President (or having the membership recall her from the Board) agreements need to be made as to who will serve in what office to make sure things get done.

JanetB2 (Colorado)
Posts: 4,219

Posted:

Quote:

Posted By EnzaC on 02/02/2017 2:50 PM
I have been a board member for 5 months. We are a small 25 unit association and have a 3 member board, 1 being president. In the past 5 months I have witnessed gross mismanagement with both our president and management company. Our president makes all decisions without consulting the other board members. In many states that violates the State Laws I have asked if we could start holding board meetings and was told no. Again ... In many states that violates the State Laws Her reasoning was 1) our otherboard member works full time, Not a valid reason ... if you run for an HOA BOD position you have a "fiduciary duty" as an elected official to fulfill your duties. 2) she is not going to pay our management company to attend board meetings (contract says 2 are included per year plus our annual homeowners meeting) The Management Company IS NOT REQUIRED to attend the BOD meetings. The Management Company is an employee of the BOD and the BOD is ULTIMATELY responsible for the HOA and 3) they are not necessary LOL ... They are absolutely necessary if required by Governing Documents and any State Laws. Connecticut law states we must hold a minimum of 2 board meetings per year. Our management company has done nothing to encourage these meeting. The manager assigned to us is not even licensed and has only been with the company and in the hoa industry for 3 months! I have filed a petition to get the president and the other board member off (they are long time next door neighbors). I do have documented proof of the mismanagement but am afraid that the fear she is spreading by telling people of assessment fees I want to implement (which is false) will not allow people to hear out my reasons and look at my evidence. If she is breaking a law by not holding meetings could a court judge make her step down? Not necessarily step down as was elected by the members, but make her follow the Documents and State Law

'
Enza ... You and your fellow BOD member who are being excluded need to come together and vote the individual out of the office as President. If you are a three member BOD you have two against one. Time to stand up and do what is right because at this rate those who sit back can be held liable for allowing stupidity. You ALL have a fiduciary duty toward your members ...

EnzaC (Connecticut)
Posts: 23

Posted:

It's the opposite, they are excluding me. They are next door neighbors and friends. The president is retired but her neighbor board member works full time so she doesn't care what the president does. The president claims that she and the other board member discuss association matters when needed over a glass of wine. It's appalling, I am beyond disgusted.

EnzaC (Connecticut)
Posts: 23

Posted:

The only clear title is the president. The other board member and I do not have titles.

EnzaC (Connecticut)
Posts: 23

Posted:

Quote:

Posted By LarryB13 on 02/02/2017 8:40 PM

Posted By TimB4 on 02/02/2017 3:44 PM

Posted By EnzaC on 02/02/2017 2:50 PM
If she is breaking a law by not holding meetings could a court judge make her step down?

I doubt it.
However, the court could order her to hold the meetings and, if needed, hold her in contempt for not holding them.
The court could place the Association into receivership (bad idea) to make sure that meetings are held.

Tim,

I do not fully agree with your advice. Removing this person as a director may not be possible if she was elected by the members, unless they can prove a breach of fiduciary duty. That is, to prove that she was acting for her personal benefit at the expense of the association. Her position as President is not so assured, especially if it can be proven that she deliberately and knowingly refused to hold the annual meetings required by law. The declaration likely gives her the right to serve on the board but there is no such thing as a right to be an officer.

I would not dismiss the idea of receivership without looking into it farther. The president behaves like a jerk because all but a handful of owners have no interest in their property. In my view, they deserve to have a couple of major special assessments dumped on them to pay for the receiver.

Could this be done in small claims court? I have the idea of using association funds for attorney fees.

EnzaC (Connecticut)
Posts: 23

Posted:

Quote:

Posted By EnzaC on 02/03/2017 11:57 AM

Posted By LarryB13 on 02/02/2017 8:40 PM

Posted By TimB4 on 02/02/2017 3:44 PM

Posted By EnzaC on 02/02/2017 2:50 PM
If she is breaking a law by not holding meetings could a court judge make her step down?

I doubt it.
However, the court could order her to hold the meetings and, if needed, hold her in contempt for not holding them.
The court could place the Association into receivership (bad idea) to make sure that meetings are held.

Tim,

I do not fully agree with your advice. Removing this person as a director may not be possible if she was elected by the members, unless they can prove a breach of fiduciary duty. That is, to prove that she was acting for her personal benefit at the expense of the association. Her position as President is not so assured, especially if it can be proven that she deliberately and knowingly refused to hold the annual meetings required by law. The declaration likely gives her the right to serve on the board but there is no such thing as a right to be an officer.

I would not dismiss the idea of receivership without looking into it farther. The president behaves like a jerk because all but a handful of owners have no interest in their property. In my view, they deserve to have a couple of major special assessments dumped on them to pay for the receiver.

Could this be done in small claims court? I hate the idea of using association funds for attorney fees.

EnzaC (Connecticut)
Posts: 23

Posted:

Quote:

Posted By JanetB2 on 02/02/2017 9:48 PM

Posted By EnzaC on 02/02/2017 2:50 PM
I have been a board member for 5 months. We are a small 25 unit association and have a 3 member board, 1 being president. In the past 5 months I have witnessed gross mismanagement with both our president and management company. Our president makes all decisions without consulting the other board members. In many states that violates the State Laws I have asked if we could start holding board meetings and was told no. Again ... In many states that violates the State Laws Her reasoning was 1) our otherboard member works full time, Not a valid reason ... if you run for an HOA BOD position you have a "fiduciary duty" as an elected official to fulfill your duties. 2) she is not going to pay our management company to attend board meetings (contract says 2 are included per year plus our annual homeowners meeting) The Management Company IS NOT REQUIRED to attend the BOD meetings. The Management Company is an employee of the BOD and the BOD is ULTIMATELY responsible for the HOA and 3) they are not necessary LOL ... They are absolutely necessary if required by Governing Documents and any State Laws. Connecticut law states we must hold a minimum of 2 board meetings per year. Our management company has done nothing to encourage these meeting. The manager assigned to us is not even licensed and has only been with the company and in the hoa industry for 3 months! I have filed a petition to get the president and the other board member off (they are long time next door neighbors). I do have documented proof of the mismanagement but am afraid that the fear she is spreading by telling people of assessment fees I want to implement (which is false) will not allow people to hear out my reasons and look at my evidence. If she is breaking a law by not holding meetings could a court judge make her step down? Not necessarily step down as was elected by the members, but make her follow the Documents and State Law

'
Enza ... You and your fellow BOD member who are being excluded need to come together and vote the individual out of the office as President. If you are a three member BOD you have two against one. Time to stand up and do what is right because at this rate those who sit back can be held liable for allowing stupidity. You ALL have a fiduciary duty toward your members ...

That is my problem, I have asked her to hold board meetings. She gave me the ridiculous reasons stated above not to hold them. How can I "make" her follow laws? The other board member and she are good friends, no help there. That is why I have initiated a recall.

DouglasK1 (Florida)
Posts: 2,046

Posted:

If the other board member is on her side, then going to the members is probably your best bet. If a majority of the members aren't behind your cause, then you might not be able to force anything, you might just have to live with the status quo.

Escaped former treasurer and director of a self managed association.

EnzaC (Connecticut)
Posts: 23

Posted:

Quote:

Posted By DouglasK1 on 02/03/2017 2:30 PM
If the other board member is on her side, then going to the members is probably your best bet. If a majority of the members aren't behind your cause, then you might not be able to force anything, you might just have to live with the status quo.

Yeah, that is my fear and our property value continuing to decline because of our lack up upkeep. Very frustrating.

JanetB2 (Colorado)
Posts: 4,219

Posted:

I have to agree with Douglas and your own statement ... you need to go to members and get majority on your side. I had thought from your earlier posts that possibly the other BOD member was not a friend and would give you a possible 2-1 vote.

GenoS (Florida)
Posts: 4,276

Posted:

I grew up in CT but have zero familiarity with the state's condo and HOA laws, if any. Is there no statute imposing minimum requirements on boards of directors? There must be some cause of action available to force compliance with the governing documents, no?

JanetB2 (Colorado)
Posts: 4,219

Posted:

Quote:

Posted By GenoS on 02/03/2017 8:14 PM
I grew up in CT but have zero familiarity with the state's condo and HOA laws, if any. Is there no statute imposing minimum requirements on boards of directors? There must be some cause of action available to force compliance with the governing documents, no?

There is ... it is called a Court of Law. Unfortunately it depends in some instances on how many are willing to participate in paying for the up front legal costs. Costs which are not cheap!!! There are a few instances which peeve me to no end where potentially innocent victims are possibly suing criminals. Is it right ... NO! Does it happen ... Yes!

BobD4 (up north)
Posts: 1,002

Posted:

Quote:

Posted By GenoS on 02/03/2017 8:14 PM
I grew up in CT but have zero familiarity with the state's condo and HOA laws, if any. Is there no statute imposing minimum requirements on boards of directors? There must be some cause of action available to force compliance with the governing documents, no?

EnzaC CONN : Upfront respectfully you may want to track down whichever state law governs your community. If governance keeps ignoring these, where does that leave someone like yourself still listed as a Board if and when something eventually hits the fan ? If other owners cannot be persuaded to back you, maybe better self-interest & self-respect to resign.

Conn CHAPTER 828 COMMON INTEREST OWNERSHIP ACT
https://www.cga.ct.gov/current/pub/chap_825.htm

or Conn CHAPTER 825* CONDOMINIUM ACT https://www.cga.ct.gov/current/pub/chap_825.htm

Ch 828 's Sec. 47-250. Meetings. Rules. for example requires a minimum of 2 "executive Board meetings" annually but such with documented UNANIMOUS consent may occur in an 'alternative' format
b) The following requirements apply to meetings of the executive board and committees of the association authorized to act for the association:
https://www.cga.ct.gov/2014/sup/chap_828.htm
PART III
MANAGEMENT OF COMMON INTEREST COMMUNITIES
Sec. 47-250. Meetings. Rules.
b) The following requirements apply to meetings of the executive board and committees of the association authorized to act for the association:
https://www.cga.ct.gov/2014/sup/chap_828.htm

(3) Notwithstanding any actions taken by unanimous consent pursuant to subdivision (8) of subsection (b) of this section, during and after the period of declarant control, the executive board shall meet at least two times a year at the common interest community or at a place convenient to the community.

Those meetings, and after termination of the period of declarant control, all executive board meetings, shall be at the common interest community or at a place convenient to the community unless the bylaws are amended to vary the location of those meetings.

(4) At each executive board meeting, the executive board shall provide a reasonable opportunity for unit owners to comment regarding any matter affecting the common interest community and the association.

. . . .(8) Instead of meeting, the executive board may act by unanimous consent as documented in a record authenticated by all its members. The secretary promptly shall give notice to all unit owners of any action taken by unanimous consent.

EnzaC (Connecticut)
Posts: 23

Posted:

Quote:

Posted By BobD4 on 02/03/2017 9:03 PM

Posted By GenoS on 02/03/2017 8:14 PM
I grew up in CT but have zero familiarity with the state's condo and HOA laws, if any. Is there no statute imposing minimum requirements on boards of directors? There must be some cause of action available to force compliance with the governing documents, no?

EnzaC CONN : Upfront respectfully you may want to track down whichever state law governs your community. If governance keeps ignoring these, where does that leave someone like yourself still listed as a Board if and when something eventually hits the fan ? If other owners cannot be persuaded to back you, maybe better self-interest & self-respect to resign.

Conn CHAPTER 828 COMMON INTEREST OWNERSHIP ACT
https://www.cga.ct.gov/current/pub/chap_825.htm

or Conn CHAPTER 825* CONDOMINIUM ACT https://www.cga.ct.gov/current/pub/chap_825.htm

Ch 828 's Sec. 47-250. Meetings. Rules. for example requires a minimum of 2 "executive Board meetings" annually but such with documented UNANIMOUS consent may occur in an 'alternative' format
b) The following requirements apply to meetings of the executive board and committees of the association authorized to act for the association:
https://www.cga.ct.gov/2014/sup/chap_828.htm
PART III
MANAGEMENT OF COMMON INTEREST COMMUNITIES
Sec. 47-250. Meetings. Rules.
b) The following requirements apply to meetings of the executive board and committees of the association authorized to act for the association:
https://www.cga.ct.gov/2014/sup/chap_828.htm

(3) Notwithstanding any actions taken by unanimous consent pursuant to subdivision (8) of subsection (b) of this section, during and after the period of declarant control, the executive board shall meet at least two times a year at the common interest community or at a place convenient to the community.

Those meetings, and after termination of the period of declarant control, all executive board meetings, shall be at the common interest community or at a place convenient to the community unless the bylaws are amended to vary the location of those meetings.

(4) At each executive board meeting, the executive board shall provide a reasonable opportunity for unit owners to comment regarding any matter affecting the common interest community and the association.

. . . .(8) Instead of meeting, the executive board may act by unanimous consent as documented in a record authenticated by all its members. The secretary promptly shall give notice to all unit owners of any action taken by unanimous consent.

Bob,

Those are the exact laws I printed out and distibuted! If the recall does not succeed, I may step down just because I do not want my name associated with such mismanagement. By law, board members are covered by the association's insurance against legal action taken against them. I have a feeling the president and other board member would not care if they had to use association funds (via legal fees) to see them through this. I was thinking of hiring my own HoA attorney to attend the recall meeting and allow homeowners to ask him/her questions as well as have the attorney confirm that we are indeed being mismanaged and laws are being broken.

EnzaC (Connecticut)
Posts: 23

Posted:

Quote:

Posted By GenoS on 02/03/2017 8:14 PM
I grew up in CT but have zero familiarity with the state's condo and HOA laws, if any. Is there no statute imposing minimum requirements on boards of directors? There must be some cause of action available to force compliance with the governing documents, no?

Yes, there are laws that tell us what minimum is expected of the board. I have pointed them out to her, but she feels she is above the law.

Unfortunately, I have found nothing in my research to force compliance except legal action which would cost the association legal fees. It's extremely frustrating.

NigelB (Texas)
Posts: 254

Posted:

Quote:

Posted By EnzaC on 02/04/2017 1:02 PM

Posted By GenoS on 02/03/2017 8:14 PM
I grew up in CT but have zero familiarity with the state's condo and HOA laws, if any. Is there no statute imposing minimum requirements on boards of directors? There must be some cause of action available to force compliance with the governing documents, no?

Yes, there are laws that tell us what minimum is expected of the board. I have pointed them out to her, but she feels she is above the law.

Unfortunately, I have found nothing in my research to force compliance except legal action which would cost the association legal fees. It's extremely frustrating.

What do your bylaws say about removing directors? Ours say that any director may be removed with or without cause by a majority vote of the members of the association. As it seems you only have 25 voting members that should not be too hard a task

EnzaC (Connecticut)
Posts: 23

Posted:

Quote:

Posted By NigelB on 02/04/2017 1:23 PM

Posted By EnzaC on 02/04/2017 1:02 PM

Posted By GenoS on 02/03/2017 8:14 PM
I grew up in CT but have zero familiarity with the state's condo and HOA laws, if any. Is there no statute imposing minimum requirements on boards of directors? There must be some cause of action available to force compliance with the governing documents, no?

Yes, there are laws that tell us what minimum is expected of the board. I have pointed them out to her, but she feels she is above the law.

Unfortunately, I have found nothing in my research to force compliance except legal action which would cost the association legal fees. It's extremely frustrating.

What do your bylaws say about removing directors? Ours say that any director may be removed with or without cause by a majority vote of the members of the association. As it seems you only have 25 voting members that should not be too hard a task

I'm not sure if it is majority or 67% of attendees including proxies. It sounds like it should be easy but take into account that the president and other board member are more known than I am. Some homeowners simply do not understand the governance of an HoA have laws and formalities that need to be followed. An HoA should be run like a professional business not a mom & pop store that can make its own rules (within limit) and schedule and make changes on a whim.

BobD4 (up north)
Posts: 1,002

Posted:

Quote:

Posted By EnzaC . . . I have initiated a recall and she now has 15 days to call a meeting. . . .

EnzaC Conn : 1 - You may already be aware that defences against recalls / Director unseating requisitions have usually included purporting to disqualify requisition support votes for alleged arrears. One struck down judicially here, included trying to disqualify because the Requisition signatures were not all on the same page. And also that the text had been executed by wordprocess except signature, the statute being worded 'shall be written' ! One non-condo manager fraudulently lied that the submitted requisition quota had been short. So little scope to err.

2- If it's not to be a court order, the recall may be the most there is. Worth also trying to have replacements ready & maybe worth hiring your lawyer to attend and motion upfront for a vote to unseat & replace the Chair if its a Board-convened recall meeting.

3 - The paper trail of Minutes or Secretary's sub 8 Notice of Unanimous Consent without Meeting ? : If the twice annual Board meetings have not occurred nor the Notices under ch 828 sec 47-250 (8) been evidenced served, I wonder about the validity of contracts issued or governance decisions in recent years. You may be able to get some mileage out of that with apathetic owners. Good luck.

EnzaC (Connecticut)
Posts: 23

Posted:

Quote:

Posted By BobD4 on 02/04/2017 11:01 PM

Posted By EnzaC . . . I have initiated a recall and she now has 15 days to call a meeting. . . .

EnzaC Conn : 1 - You may already be aware that defences against recalls / Director unseating requisitions have usually included purporting to disqualify requisition support votes for alleged arrears. One struck down judicially here, included trying to disqualify because the Requisition signatures were not all on the same page. And also that the text had been executed by wordprocess except signature, the statute being worded 'shall be written' ! One non-condo manager fraudulently lied that the submitted requisition quota had been short. So little scope to err.

2- If it's not to be a court order, the recall may be the most there is. Worth also trying to have replacements ready & maybe worth hiring your lawyer to attend and motion upfront for a vote to unseat & replace the Chair if its a Board-convened recall meeting.

3 - The paper trail of Minutes or Secretary's sub 8 Notice of Unanimous Consent without Meeting ? : If the twice annual Board meetings have not occurred nor the Notices under ch 828 sec 47-250 (8) been evidenced served, I wonder about the validity of contracts issued or governance decisions in recent years. You may be able to get some mileage out of that with apathetic owners. Good luck.

Thank you Bob.

I have two business men who are condo owners here ready to serve.

I think I may open my presentation with the fiduciary responsibilites the BOD has. The attorney option I still need to speak with the other 2 potential board members.

I went through our cotract we have with our management firm. The president has let hem get away with far too much! (We only obtained 1 bid for a $5,000 landscape project; management assures us 3, president was ok with this). I would guess our president has not even read the contract. We have an assistant manager assigned to us. He has only been in the industry for 3 months. Between the president and our management company, we have taken a beating. One can only guess what else will be uncovered if this succeeds.

EnzaC (Connecticut)
Posts: 23

Posted:

Quote:

Posted By BobD4 on 02/04/2017 11:01 PM

Posted By EnzaC . . . I have initiated a recall and she now has 15 days to call a meeting. . . .

EnzaC Conn : 1 - You may already be aware that defences against recalls / Director unseating requisitions have usually included purporting to disqualify requisition support votes for alleged arrears. One struck down judicially here, included trying to disqualify because the Requisition signatures were not all on the same page. And also that the text had been executed by wordprocess except signature, the statute being worded 'shall be written' ! One non-condo manager fraudulently lied that the submitted requisition quota had been short. So little scope to err.

2- If it's not to be a court order, the recall may be the most there is. Worth also trying to have replacements ready & maybe worth hiring your lawyer to attend and motion upfront for a vote to unseat & replace the Chair if its a Board-convened recall meeting.

3 - The paper trail of Minutes or Secretary's sub 8 Notice of Unanimous Consent without Meeting ? : If the twice annual Board meetings have not occurred nor the Notices under ch 828 sec 47-250 (8) been evidenced served, I wonder about the validity of contracts issued or governance decisions in recent years. You may be able to get some mileage out of that with apathetic owners. Good luck.

Exactly, no paper trail! Who needs meeting minutes, right? (sarcasm)

JanetB2 (Colorado)
Posts: 4,219

Posted:

"Exactly, no paper trail! Who needs meeting minutes, right? (sarcasm)"

I believe the point Bob was making is no paper trail potentially is Proof Beyond Reasonable Doubt that law violations would exist. Without the paper trail and proper votes then possibly contracts might not be valid. Without paper trail and votes then possibly "fiduciary duty" has been violated.

If I was in your position I would probably write a letter to my other BOD members with FACTS stated (don't get off on tangents) ... note CCR sections violated and note possible state laws not being followed. I would send it "Certified Return Receipt" to my fellow BOD members and copy my other homeowners via regular mail. In the last paragraph I would state that the reason I am sending the letter is due to lack of response from other BOD members in complying with above violations; therefore, I am protecting myself via this notification to all members against any potential "fiduciary duty" violations. All members are now aware of the violations and themselves have a responsibility to elect BOD members who will follow the law and CCR's.

It appears you have tried other avenues and tried communicating with your other BOD members ... if you resign nothing gets fixed. However, you need something to protect yourself so down the road you do not end up blamed for allowing known violations to continue. If asked down the road what steps did you take to fix or stop inappropriate actions, your response would be???

JohnC46 (South Carolina)
Posts: 14,265

Posted:

One thing to note. If calling a Special Meeting to do a recall there must be people ready to assume the rolls. It is not just a lynching party. A special meeting is limited to the stated purpose of such. It is not a bytching session

As an example: You are proposing a Special Meeting to recall Mary Smith and replace her on the BOD with James Jones. If successful, the BOD will then meet to elect new BOD Officers.

Typically recalls are open to all kinds of legal action and they rarely succeed. Some drag on for years. My advice is work toward electing new BOD Member's at the Annual Meeting.

WalterM3 (Georgia)
Posts: 442

Posted:

Your state probably has something like this:

ARTICLE 6 - PROPERTY OWNERS' ASSOCIATIONS

§ 44-3-220 - Short title
§ 44-3-221 - Definitions
§ 44-3-222 - Creation of property owners' development; affirmative election to be governed by article
§ 44-3-223 - Compliance with provisions of instrument and with rules and regulations; penalties for noncompliance
§ 44-3-224 - Voting at association meetings
§ 44-3-225 - Assessment of expenses; exemption from liability; liability for unpaid assessments
§ 44-3-226 - Amendment of instrument; presumption of validity in court action
§ 44-3-227 - Incorporation as prerequisite to submission to article; requirements as to corporate documents; board of directors
§ 44-3-228 - Presence of quorums at meetings
§ 44-3-229 - Persons deemed to be "lot owner."
§ 44-3-230 - Frequency of meetings; notice
§ 44-3-231 - Powers and duties of association; legal actions against agent or employee of association
§ 44-3-232 - Assessments against lot owners as constituting lien in favor of association; additional charges against lot owners; procedure for foreclosing lien; obligation to provide statement of amounts due
§ 44-3-233 - Liberal construction of article; substantial compliance; curing of defects by amendment
§ 44-3-234 - Application of article
§ 44-3-235 - Applicability of article

https://www.hoa-usa.com/files/documents/GeorgiaPropertyOwnersAssociationAct_082410.pdf

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Walt

The OP is in CT. What makes you think GA laws would be similar?

WalterM3 (Georgia)
Posts: 442

Posted:

Quote:

Posted By JohnC46 on 02/10/2017 7:42 AM
Walt

The OP is in CT. What makes you think GA laws would be similar?

I would think there is -some- similarity among the states. Shouldn't be hard to find out.

EdwardC1 (Florida)
Posts: 14

Posted:

There is NO similarity amongst the states.

EnzaC (Connecticut)
Posts: 23

Posted:

Quote:

Posted By JohnC46 on 02/05/2017 4:28 PM
One thing to note. If calling a Special Meeting to do a recall there must be people ready to assume the rolls. It is not just a lynching party. A special meeting is limited to the stated purpose of such. It is not a bytching session

As an example: You are proposing a Special Meeting to recall Mary Smith and replace her on the BOD with James Jones. If successful, the BOD will then meet to elect new BOD Officers.

Typically recalls are open to all kinds of legal action and they rarely succeed. Some drag on for years. My advice is work toward electing new BOD Member's at the Annual Meeting.

John,

I have been nothing but professional during this entire process. I do have two people ready to step in. I did not put into play the recall without allot of soul searching on my part.

EnzaC (Connecticut)
Posts: 23

Posted:

Quote:

Posted By JohnC46 on 02/05/2017 4:28 PM
One thing to note. If calling a Special Meeting to do a recall there must be people ready to assume the rolls. It is not just a lynching party. A special meeting is limited to the stated purpose of such. It is not a bytching session

As an example: You are proposing a Special Meeting to recall Mary Smith and replace her on the BOD with James Jones. If successful, the BOD will then meet to elect new BOD Officers.

Typically recalls are open to all kinds of legal action and they rarely succeed. Some drag on for years. My advice is work toward electing new BOD Member's at the Annual Meeting.

The recall is already in progress, we are just awaiting a date for the meeting. I am thinking of hiring a community association attorney, with my own money, to tell homeowners what BOD responsibilities are and the evidence I have presented to him shows we are being mismanaged. I think they would take things more serious and not make this meeting a popularity contest, as we are a small association consisting of 25 units.

If this does not succeed, I will wait until the next annual meeting.

EnzaC (Connecticut)
Posts: 23

Posted:

Quote:

Posted By WalterM3 on 02/10/2017 7:27 AM

Your state probably has something like this:

ARTICLE 6 - PROPERTY OWNERS' ASSOCIATIONS

§ 44-3-220 - Short title
§ 44-3-221 - Definitions
§ 44-3-222 - Creation of property owners' development; affirmative election to be governed by article
§ 44-3-223 - Compliance with provisions of instrument and with rules and regulations; penalties for noncompliance
§ 44-3-224 - Voting at association meetings
§ 44-3-225 - Assessment of expenses; exemption from liability; liability for unpaid assessments
§ 44-3-226 - Amendment of instrument; presumption of validity in court action
§ 44-3-227 - Incorporation as prerequisite to submission to article; requirements as to corporate documents; board of directors
§ 44-3-228 - Presence of quorums at meetings
§ 44-3-229 - Persons deemed to be "lot owner."
§ 44-3-230 - Frequency of meetings; notice
§ 44-3-231 - Powers and duties of association; legal actions against agent or employee of association
§ 44-3-232 - Assessments against lot owners as constituting lien in favor of association; additional charges against lot owners; procedure for foreclosing lien; obligation to provide statement of amounts due
§ 44-3-233 - Liberal construction of article; substantial compliance; curing of defects by amendment
§ 44-3-234 - Application of article
§ 44-3-235 - Applicability of article

https://www.hoa-usa.com/files/documents/GeorgiaPropertyOwnersAssociationAct_082410.pdf

Connecticut laws are different.

I have not been able to find anything similar to your "§ 44-3-223 - Compliance with provisions of instrument and with rules and regulations; penalties for noncompliance".

Non-compliance penalties exist for homeowner violations but not the BOD.

https://www.jud.ct.gov/lawlib/law/condominiums.htm

EnzaC (Connecticut)
Posts: 23

Posted:

Quote:

Posted By JanetB2 on 02/05/2017 1:56 PM
"Exactly, no paper trail! Who needs meeting minutes, right? (sarcasm)"

I believe the point Bob was making is no paper trail potentially is Proof Beyond Reasonable Doubt that law violations would exist. Without the paper trail and proper votes then possibly contracts might not be valid. Without paper trail and votes then possibly "fiduciary duty" has been violated.

If I was in your position I would probably write a letter to my other BOD members with FACTS stated (don't get off on tangents) ... note CCR sections violated and note possible state laws not being followed. I would send it "Certified Return Receipt" to my fellow BOD members and copy my other homeowners via regular mail. In the last paragraph I would state that the reason I am sending the letter is due to lack of response from other BOD members in complying with above violations; therefore, I am protecting myself via this notification to all members against any potential "fiduciary duty" violations. All members are now aware of the violations and themselves have a responsibility to elect BOD members who will follow the law and CCR's.

It appears you have tried other avenues and tried communicating with your other BOD members ... if you resign nothing gets fixed. However, you need something to protect yourself so down the road you do not end up blamed for allowing known violations to continue. If asked down the road what steps did you take to fix or stop inappropriate actions, your response would be???

Janet,

Not only is there no paper trail for board meetings, I have my email communication with the president asking for regular board meetings and her refusal.

I actually emailed just what you suggested this weekend. I also included that these violations have opened us up to lawsuits by homeowners. Because I mentioned lawsuits, I do not want this particular email to be seen by homeowners.

When notice of recall date is sent, I plan on typing up a notice asking homeowners NOT to make their voice heard via proxies; to please come to the meeting to hear all facts that will presented in black and white and also hear our president and other board member explain themselves.

If asked down the road what I did to fix/stop the mismanagement, I have massive paper trail via email communication and texts pleading for change and pointing out our CC&R violations plus this attempt to recall. At present my recall folder is 2 inches thick.

JimR24 (Texas)
Posts: 399

Posted:

Congratulations EnzaC...for hanging in there.

I bet your efforts will eventually be successful. And you will be recognized as doing a valuable service for your organization. Good luck!

oljim, in texas

Lovin' life with my honey!
and, President of HOA in Texas

KerryL1 (California)
Posts: 14,550

Posted:

JohnC wrote that "typically recalls drag on for years," etc. But I don't know if thats true, Enza. What is try is that you proceed to the letter of the law in CT. And here is is why you might want to hire an attorney: to check to see if you're proceeding EXACTLY correctly. Maybe the others willing to serve can chip in to pay for the attorney's expertise.

Whatever communication you send to other owners, you wan tot keep it as brief as possible and entirely factual.

EnzaC (Connecticut)
Posts: 23

Posted:

Quote:

Posted By KerryL1 on 02/12/2017 9:08 AM
JohnC wrote that "typically recalls drag on for years," etc. But I don't know if thats true, Enza. What is try is that you proceed to the letter of the law in CT. And here is is why you might want to hire an attorney: to check to see if you're proceeding EXACTLY correctly. Maybe the others willing to serve can chip in to pay for the attorney's expertise.

Whatever communication you send to other owners, you wan tot keep it as brief as possible and entirely factual.

I agree to keep communication short and factual.

I am thinking if I have my attorney at the meeting, he could verify the accuracy of my accusations and perhaps even allow homeowners to ask the attorney questions.

EnzaC (Connecticut)
Posts: 23

Posted:

Quote:

Posted By JimR24 on 02/12/2017 5:33 AM
Congratulations EnzaC...for hanging in there.

I bet your efforts will eventually be successful. And you will be recognized as doing a valuable service for your organization. Good luck!

oljim, in texas

Thank you Jim. It has not been easy and indeed nerve wracking but I cannot stop until my conscience allows me. I am also monitoring what this has cost the association in additional management fees and some legal fees. I do not want to be the cause of bleeding our funds.

EnzaC (Connecticut)
Posts: 23

Posted:

Thank you everyone for your encouragement and advise. I have read every single post and will continue to do so. The petition has been handed in and we are awaiting a meeting date.

I will keep you updated!

KerryL1 (California)
Posts: 14,550

Posted:

Enza wrote: "I am thinking if I have my attorney at the meeting, he could verify the accuracy of my accusations and perhaps even allow homeowners to ask the attorney questions."

In many HOAs only homeowners and guests invited by the Board may attend board or members meetings. Boards for instance, invite insurance agents off the hOA attorney, etc. from time to time. I don't think individual directors many invite anyone to a board or members meeting.

I also don't think that any attorney would repeat your charges in front of owners.

KerryL1 (California)
Posts: 14,550

Posted:

Enza wrote: "I am thinking if I have my attorney at the meeting, he could verify the accuracy of my accusations and perhaps even allow homeowners to ask the attorney questions."

In many HOAs only homeowners and guests invited by the Board may attend board or members meetings. Boards for instance, invite insurance agents off the hOA attorney, etc. from time to time. I don't think individual directors many invite anyone to a board or members meeting.

I also don't think that any attorney would repeat your charges in front of owners.

JanetB2 (Colorado)
Posts: 4,219

Posted:

Quote:

Posted By EnzaC on 02/12/2017 10:20 AM

Posted By JimR24 on 02/12/2017 5:33 AM
Congratulations EnzaC...for hanging in there.

I bet your efforts will eventually be successful. And you will be recognized as doing a valuable service for your organization. Good luck!

oljim, in texas

Thank you Jim. It has not been easy and indeed nerve wracking but I cannot stop until my conscience allows me. I am also monitoring what this has cost the association in additional management fees and some legal fees. I do not want to be the cause of bleeding our funds.

While in some instances you do not want to be the cause of as you stated "bleeding" the funds, keep in mind if certain items are not fixed then that has a potential of way more than bleeding and causing more harm.

Kerry ... the way to get around an attorney attending is to have another owner not attending give the attorney their proxy. I had an HOA where we did this MANY times when dealing with a developer prior to turnover ...

There is more than one way to skin that cat ....

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Enza

My concern for you is that typically a Special Meeting has to have a defined purpose such as recall Jane Smith and replace her with John Jones. It is not a general bytching, accusations, complain, etc. type meeting.

If done properly such as defined to be a Special Meeting to recall Jane Smith and replace her with John Jones, then the bytching, accusations, complaints, whatever can be introduced as part of the discussion regarding recalling Jane Smith and replacing her with John Jones.

The end game can be the same, just the plays along the way have to be different.

EnzaC (Connecticut)
Posts: 23

Posted:

Quote:

Posted By JohnC46 on 02/13/2017 12:00 PM
Enza

My concern for you is that typically a Special Meeting has to have a defined purpose such as recall Jane Smith and replace her with John Jones. It is not a general bytching, accusations, complain, etc. type meeting.

If done properly such as defined to be a Special Meeting to recall Jane Smith and replace her with John Jones, then the bytching, accusations, complaints, whatever can be introduced as part of the discussion regarding recalling Jane Smith and replacing her with John Jones.

The end game can be the same, just the plays along the way have to be different.

I am following all steps required in a professional manner. Our board attorney and management is guiding us through the process.

I can only control my actions atnot others. My goal is to present my case in a professional manner and keep my emotions out of it. How others behave is out of my control but will encourage adult behavior if necessary.

EnzaC (Connecticut)
Posts: 23

Posted:

Okay, so the recall date came in yesterdays mail. It will be on 2/22/17, which is a Wednesday at 2:00 pm! I thought that was a dirty move on the president and other board members part and extremely unethical of our management firm.

JanetB2 (Colorado)
Posts: 4,219

Posted:

You need to be sure to have your ducks in a row with proxies and people to make a quorum and proper votes meeting your guidelines.