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IndieS (Colorado)
Posts: 79
Posted:
One of five board members behaves in the following manner:

1) Insists on reviewing, before release, every form of communication prepared by the secretary (emails sent to homeowners, letters of introduction to new homeowners, covenant violation letters, responses to real estate agents).
2) Provides useless, pedantic corrections to all correspondence. ("You have used the wording, "Hi neighbors" which is too informal. Unless and until you change that wording to "Dear Community Members" I will not sign off on this email." "You must capitalize the "M" in "meeting" or I will not sign off on the minutes".
3) Appears infuriated when any other board member answers a question from a community member without involving him. (I.e., "When are the dues payable?" -- Nope, can't answer this unless an email is sent to all board members, indicating the question was asked and everyone agrees with the answer, which, by the way, is in the bylaws.)
4) Sends weekly, semi-threatening emails to other board members, keeping track of every perceived slight or violation of his personal code of conduct.
5) Makes "mountains out of molehills", especially if that means he can demean another board member. The other board members are easy going, take complaints from neighbors seriously, prefer to work things out as a community and in a transparent manner, while the problem member prefers an autocratic, governing-type relationship with the community, and appears to take particular glee in going after any hint of a problem involving his perceived "enemies" in the neighborhood. He wants to use the HOA's small budget to pay for legal advice, when none is needed.

The HOA has great difficulty filling board positions in this extremely small community with an equally small budget and few responsibilities. The majority of the community members just want to be left alone. I can't recall the last time there were more names on the ballot for officer openings than the number of openings.

He can be removed as an officer (he's not the president) but he will remain on the board as he was elected (no one else wants to run). There are some board members who are concerned he will become litigious, which will cause even more difficulties with future openings.

The president has slapped him down a couple of times, but is tired of the game. Other board members have told him that he is being rude and controlling. The four other board members have stopped responding to his email requests and have cut him out of the loop when he is not directly involved. Politically, he is in a minority position and knows it. He does not appear to have anything else to do with his time.

This board member used to be the secretary, but was replaced amidst a growing concern regarding the tone of his minutes and other communications with the neighborhood. He revealed information in the minutes and at open board meetings which could easily expose the HOA to, at a minimum, D&O insurance claims, if not suits for libel/slander.

I'm venting. I'd actually like to hear about worse problems between board members, as that might help put this issue in its proper context.

BillH10 (Texas)
Posts: 1,217
Posted:
I cannot help you with other scenarios as I have been fortunate, at least outside of my professional career, to not have had to deal with anything like that which you described but I can suggest:

1. The President should consider having a private meeting to tell the Board member how the cow ate the cabbage i.e., the only review and sign off on outgoing communications required will be that of the President unless the President, in his or her sole judgment desires to solicit input from other members of the Board. Only positive, constructive, non-adversarial and non-threatening input will be appreciated in the future. It is appropriate to solicit input from the Board to ensure meeting minutes are accurate etc. but being a bully and having ones way is not appropriate.

2. In the private meeting with this individual, the President should review the off-putting behavior, discuss how it is damaging the relationships between the members of the Board, and make positive suggestions regarding how to move forward. The President may wish to find a nice way to suggest the Board Member stop taking things so seriously.

3. As a Board, you may wish to consider developing and implementing a Board Member Code of Conduct. A C o C does not have to be a weighty tome, perhaps eight or ten bullet points including words like courteous to one another, business like and professional in tone and communications, etc.
GenoS (Florida)
Posts: 4,276
Posted:
We had a president who was like that last year. That person is not the president anymore. Tell the board member No. The other directors do not work for him or her.
DouglasM6 (Arizona)
Posts: 724
Posted:
Your President can solve this. He/she just needs to sack up and do it.

Remove him as an officer. If the other board members and officers support it he will not have a leg to stand on in court.
IndieS (Colorado)
Posts: 79
Posted:
Thanks for the input.

He's driving me nuts.
KerryL1 (California)
Posts: 14,550
Posted:
Yes, in an executive session, warn him with a vote that he must be more civil and stick to his own business or you'll all vote to remove him from office. He sound really terrible.

Just how small is your HOA? I take it, no property manager. Do you have a clear written division of duties among directors? In my HOA, for instance, I'm secretary and communication to members goes through me for proofreading, etc. Occasionally, we directors work together if a letter is very sensitive.
KerryL1 (California)
Posts: 14,550
Posted:
Yes, in an executive session, warn him with a vote that he must be more civil and stick to his own business or you'll all vote to remove him from office. He sound really terrible.

Just how small is your HOA? I take it, no property manager. Do you have a clear written division of duties among directors? In my HOA, for instance, I'm secretary and communication to members goes through me for proofreading, etc. Occasionally, we directors work together if a letter is very sensitive.
IndieS (Colorado)
Posts: 79
Posted:
The duties of the officers are not spelled out in any documents, though the fall back is RRoR. That does sound like a good place to start, though the board, historically, has been loathe to do such a thing. There are only 20 homes in the HOA and 5 board members, each of which must derive from a different address.
AugustinD
Posts: 5,144
Posted:
1) The board votes to authorize the Secretary to do such communications. Say as much to him exactly once, and be done with it. Ignore subsequent disruptions by him on this matter.

2) Have him put his corrections in an email to the entire Board. Then ignore these emails.

3) Literally have the rest of the board ignore his tantrums. Answer questions that members have. Continue with the agenda.

4) Ignore these emails.

5) Give him two minutes to rant, then ignore.

Do not second any motion he makes to send xyz to the HOA attorney.

For all of these, he has no legal ground on which to stand. A judge would say the same.

Do not try to reason with individuals like this. Do not think you will be able to make yourself understood. Let him say or write whatever, but do not engage him. Think of how much more peace you will have in the hours later if you all stay calm and do not put energy into his irrational, cannot-be-changed, conduct.
KerryL1 (California)
Posts: 14,550
Posted:
Augie gives great advice, Indie.
IndieS (Colorado)
Posts: 79
Posted:
Thanks for the input. We have been ignoring him.
JanetB2 (Colorado)
Posts: 4,219
Posted:
I'm with Augustine and Kerry. You have someone with too much time on their hands with nothing else to do. Why is this individual signing correspondence or having the right to not sign? Generally the Secretary for mundane items (such as Welcome Letters) signs those letters and the President signs for items of any significant issues for the HOA.

I had a neighboring HOA who had BOD members running around the neighborhood with rulers measuring how tall peoples grass was ... LOL ... they did not last long on the BOD. At your next election you need to line someone up to take his place and get membership to vote this individual off the BOD. Then he will no longer drive you nuts ... LOL.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Treat him with benign neglect: An attitude or policy of ignoring an often delicate or undesirable situation that one is held to be responsible for dealing with.

Basically ignore him. Pay lip service but do nothing.
AugustinD
Posts: 5,144
Posted:
IndieS, you asked about readers' own stories of even more difficult board members. In my former HOA, a new President was very much like the board member you described. Call him JohnSilly. JohnSilly did pretty much all of what you said, plus he (1) picked and lost a fight with the City; (2) set the Board up to hire the same attorney AttySleaze he had used to sue the HOA a few years before, without either the attorney or the President disclosing this; and (3) took possession of a computer that belonged to the HOA. For the interested reader:

(1) JohnSilly as President contended the City was responsible for the large, landscaped medians running for a few miles in and around the HOA. He got the Board to agree not to maintain this, claiming the City would cave. By the time members got him off the Board 11 months later, the weeds were as high as one's waist. It took a massive volunteer effort to clean the median up, organized by a superior, new officer on the Board. I happily followed this amazing woman and still admire her.

(2) This was the legal cause of JohnSilly's downfall. JohnSilly had passed a Code of Ethics during his several month tenure. It required disclosure of matters like this. A second attorney AttyCompetent advised that yes, AttySleaze whom the Board had hired really should have disclosed his past work against the HOA. The Board removed JohnSilly from the Presidency. Then JohnSilly (now only a director) threw a tantrum and "temporarily resigned." JohnSilly said he would stay "temporarily resigned" until the other Board members were able to conduct themselves "appropriately." Off to AttorneyCompetent the remaining Board went, as they figured that under the law, the "temporary resignation" was actually a resignation. Said new attorney confirmed this. A director can no more "temporarily resign" than one can be "a little pregnant." AttorneyCompetent advised dotting a few i's and cross a few t's to make it all legal. The Board did so. This is because JohnSilly had been so litigious and costly to the HOA in the past. (To be fair, JohnSilly did make some good points and truth to power, was the catalyst for a significant and good change in business managers. These board shake-ups never seem to be black-and-white.)

(3) A subsequent HOA President went after JohnSilly for this. It cost $10,000 or so around 2013. JohnSilly sold his home and moved out of the state before the motion-for-summary-judgment hearing. The HOA won a default judgment. It was ugly and sad.
BarbaraT1 (Texas)
Posts: 821
Posted:
You don't need unanimous approval for the minutes, or for a welcome letter, or for pretty much anything the Board does, unless your Bylaws say so, which would be extremely unusual.

I have worked with Board members like this before and usually the rest of the Board just waits for him to finish ranting or whatever and then carries on as if he hasn't spoken at all.
LetA (Nevada)
Posts: 2,679
Posted:
probably a WTF face palm from the board president was a motion to consult the HOA lawyer prior to installing sharks teeth on the other gate, just to make sure we can't be held liable if someone crashes the gate and wrecks their car. REALLY!! spend half as much on a lawyer than the sharks teeth cost.
KonareL (Maryland)
Posts: 5
Posted:
Tell the board member No. The other directors do not work for him or her.

https://www.konareimmigrationlawyer.com/
DonnaR5
Posts: 162
Posted:
My experience with difficult people on the board and in the community is that you have to find out what gets the best results. One person that we have had enormous pain from became almost pain-free with an approach of ignoring. She wanted attention and disruption; as soon as it was withheld, silence. Another, just the opposite -- ignoring was not right.

A number of different suggestions were made. Try each one, and see which gets the best results.

And, yes, I've encountered worse. Don't have time today to go into it, though. :-)

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