Indemnification

I have a question about indemnification of directors. I would like some privacy. TimB4, JanetB2, KerryL1, DouglasM6, RichardP13 and Geno: Would you please consider writing me in private to discuss this? My email address is augustin1919[at]gmail.com . Thank you in advance.

Thank you Douglas, Tim, Richard, and Janet for checking in with me. Here's the long version:

Several weeks ago an employee made a threat of litigation against myself personally (a director) and the HOA. Part of the threat derives from my asking questions in a closed meeting, with only the 3-director Board and employee present. The Board had agreed in advance to asking the employee what her side is regarding conduct of hers a few days before while at work. The employee objects to both the tone and the questions. I formally apologized for the tone but not the questions. As far as my involvement is concerned, the employee has nothing else compelling other than her objection to (a) these questions and (b) their tone. The Board majority wants me off the Board. The annual election takes place within about a month and a half. A slate of candidates is running that I think would refuse to put up with this conduct of the employee's.

The other day, my HOA's insurer's claims adjuster called me and asked for my personal insurer's name. I asked, "What for?" The claims adjuster said, 'In case the HOA insurer could not cover you.' (Both the HOA's governing documents and state statute where I am require the HOA to provide indemnification of directors.) I refused to give the claims adjuster my personal insurer's name. The claims adjuster also asked me to explain my side. The claims adjuster has had long talks with the Board majority and has had shorter talks with the HOA general counsel. I said I would like to provide a statement in writing. The claims adjuster said something like, 'I'd just like to talk on the phone about this.' I said I rejected the allegations, and I said only after the insurer committed, in writing, to not sharing my statement with the HOA would I provide a statement, and it would be in writing. (The board majority has shared confidential statements of mine, about this matter, with the employee. The employee used these statements in his legal threats against me. Hence my request to the insurer. The insurer is supposed to get back to me with a promise of confidentiality.)

I spoke with my personal insurer. My insurer's rep indicated it would never take action without first consulting me, and things had to go to court before it would ever become involved in any matter. I have pondered, "If what the HOA insurer's claims adjuster did got out, why would anyone want to serve as a volunteer on a HOA board?" My understanding is that volunteer directors have to commit, say, a serious crime, related to their duties as a director, before they have to pay anything from their own pocket or via their personal insurer, and only after a judge directs this. I think the HOA insurer's claims adjuster was trying to put pressure on me into resigning, to make the employee and the board majority happy.

At my former HOA, the HOA insurer's claims adjuster was aggressive as follows: He tried to settle with the pro se plaintiff, who had already filed in court. Only through the grapevine did my former Board hear of this. My former Board had its general counsel call the HOA insurer and order them to cease in trying to settle. Only then did the insurer produce an attorney for the dozen defendants the pro se plaintiff named. There was a sit-down with the general counsel and the HOA insurer's attorney. It was amicable, but I think only because the HOA general counsel was in stealth pit bull mode, and I think the insurer's attorney knew it.

The employee has a track record of making such accusations. I feel these tactics are what have kept people from running for the board in the past

If I did not have significant experience with HOA lawsuits, I would be running from this HOA. I am standing my ground. I refuse to be forced to hire my own attorney, as many many at my HOA have had to do to be vindicated, spending typically a few thousand dollars. I use free legal resources provided by my county, but it is only every few months that this is available.

I know you all are not attorneys. But many have experience with claims adjusters and so on. I request a reality check as follows:

1.
How would you interpret, and respond to, the claims adjuster's actions?

2.
If you were I, would you ask the insurer to provide an attorney now? (The HOA general counsel takes his marching orders from a board majority. In writing, the general counsel has stated his refusal to judge my actions at this one . But the general counsel has also made clear he cannot help me unless a board majority agrees to this.) I just hate doing this, but the fact is I have no one advocating for me. A well-paid employee is threatening me. The Board Majority has the general counsel at its disposal.

What "damages" is this employee claiming, due to your questions and tones? Was he/she fired?

The HOA attorney should call this bluff.

Moderator, please delete this thread.