Past President Can't Let Go!

Sounds like your PP and my PP would get along fabulously...

What do your CCR's say about removing a BOD? I didn't go that route, but definitely had the information a the ready. I simply had to be uncompromising with regards to them, and now they actually behave (mostly). Retaining your cool, empathizing, and reminding him that you are in charge will be just as wearing on him. That, and convince someone else to run instead to get him off the board since he sounds toxic.

TL;DR: Hang in there, and just keep doing what you do.

Is this guy still on the board? From my read, it appears you have a total of five people on the board, with you and two others working together vs. him and this other person. If that’s correct, simple math would indicate you three would outvote those two. I’m not sure what’s going on with your neighbors – if half of them don’t like him, why didn’t they vote him out?

That may come in time, but until then, you need to act presidential – you cannot let this guy run over you because he will unless and until you put your foot down. Go ahead and have this executive session, but keep it professional, and for heaven’s sake, PRESIDE over the thing, don’t let him dominate.
Remind everyone of what’s transpired over the past few months or year regarding officer positions and emphasize that all board members are expected to respect each other and not undermine board decisions. It’s ok to disagree, but in the end, no one is allowed or expected to be a lone ranger. No one is allowed to represent him/herself as an association board member or officer if that isn’t the case, and everyone gets ONE vote.

If someone’s outvoted, he/she is expected to support the decision and not undermine the board – if the objection is major, write a statement explaining why and it’ll be added to the minutes. Absolutely no name-calling, cursing, threats or otherwise silly behavior is allowed – either act like an adult or go home and think about if you want to continue on the board. The property manager (if you have one) will be instructed not to do anything that hasn’t been sanctioned by the board during a open meeting. If there are issues regarding the association’s responsibility for anything, it will be reviewed by the association attorney for an opinion, and once that opinion has been rendered, that’s the end of the discussion.

Tell everyone, the backbiting and backstabbing stops now – if anyone has an issue with anyone, now is the time to speak up. No threats, cussing or punching anyone in the mouth – you will discuss how to facilitate better working relationships with each other. As for you, you will not step down as president because of this guy – if the rest of them want to vote you out and the association has yet another president, have at it. If they do, you can then write a strongly worded letter to everyone as to what happened. The rest is up to the homeowners – if no one likes this man, they need to go ahead and vote him off the board. Don’t worry about any lawsuit – most of the time, these people yap and yap, but when it comes time to actually get down, then back down.

You don’t have to scream and shout, speak your truth quietly and forcefully – and count to 10 before responding, because he will do everything to push your buttons. Don’t let him – the calmer you, the more irritated he will get and finally give up

PS - please write in paragraphs - some of this was hard to read.

Lesley

Speaking as the owner of a management company, you and one other director (to avoid a quorum of directors) need to have a private meeting with the PM and tell them under no uncertain terms this MUST stop or you will find another company that will follow proper protocol.

At the meetings, the PM needs to back the current president, whether they like it or not. If you can't, then resign.

Whether at an Executive meeting or Open meeting, if the past president is out of line, tell them they are out of order. The president, with input from other board members sets the agenda, NOT the past president. If it ain't ion the agenda, there is NO discussion.

My opinion, your problem can be resolved with a strong PM.

Sorry Richard, that other reply was for Keven.

I like your advice and I will pursue that end. I will see how this meeting goes and if I don't get the full support of the PM I will request a meeting as you describe.

BYW, this PP is a windbag - he loves to have the chair. Next question - is it appropriate to limit the time a Board Member can belabor a subject? Usually I will just ask him if he has a motion - if so - to make it. However, it would be nice if we could state up front that we each have so many minutes to state our case but this is California and I know there are many rules to abide by regarding HOA Board Meetings.

So, Lesley. You have a lot of topics in your posts. I'll try to get to each one, but may miss something due to your long posts.

1. The Board chooses the officers, not the HOs. This is in your Bylaws unless your HOA isn't typical.

2. Your Board may vote on Ex. Sess. agenda items. But they must be on the agenda two days in advance of ES. You, as president, must summarize these decisions at your next open meeting. There are a couple of matters that your'd discuss in ES, but vote on in an open meeting. See the invaluable website, davis-stirling.com -> Main Menu -> Executive Session for more. It's put together by a CA HOA law firm.

3. The past prez (PP) may not call an executive session meeting (or any meeting) by himself. Again, your bylaws probably state that only the president or two directors may call (schedule) a meeting. If your bylaws are silent on this, check Calif. Corporations Code. The PP must have avaide reason to diuscss you at ES. See davis-stirng. com for the ONLY valid reasons something may be on the ES agenda.

4. I agree with Richard's advice that you & another director talk with the PM in private about his conduct. He must remain neutral. Does he work on your premises? Full-time? part-time? If he continues to favor the PP, you can complain to the PM's Management Company.

5. Because we've had a longwinded director, our Board made a policy that the one whose agenda item it is may speak for up to five minutes on it, but others' replies in discussion & debate are limited to one minute apiece. I actually think 5 minutes is too long. This is up to your board and is unrelated to CA statutes.

6. Following your annual meeting in March you must hold an organization meeting where the new board selects officers. Your bylaws might speak to this, otherwise see davis-stirling.com. We do ours immediately following the tabulation & announcement of the vote tallies. Have you selected your inspectors of election? will your HOA attorney, if you have one, attend the annual meeting?

7. Unless your documents, maybe your bylaws, say otherwise, your board can vote about how items get on your agendas. We, for example, voted that any directors or HOs can submit items for open meeting agendas. They must justify why their topic should be addressed and provide background materials. The president and PM coordinate the agenda.

Who can call a meeting, whether open or closed sessions is in Corporation Code §7211

I happen to have the below handy, Lesley. I see no legitimate reason why the PP's topic should be in ES. Just because they call it "legal" doesn't meet the definition "to consider litigation" below. Note to others: this in only for Calif.

Second, I don't even understand the topic: '"..check about how our governance is being carried out following our guidelines in our own documents." Clear as mud. What is she or you even calling this item on the agenda. As president, unless your documents give every director the authority to put whatever nonsense they want on a board agenda, you should ask her to restate the topic so that is proper for an agenda. I really would put it in an open meeting, but demand that she provide background materials to the board. Exactly, for example, which "documents" is she referring to?

As a board, perhaps after the annual meeting, you might vote on agenda item submissions. Our MC put together a form that we must use and I like it very much. Keeps submissions clear and justifies them too. Meantime, note some matters must be in ES and others may be in ES.

Since they are meetings and we hold ours before our open meetings too, two directors/officers other than you can call them. I don't know where you saw that one officer other than the prez may call a meeting. Check Richard's citation on this point.

Calif. Civil Code §4935. Executive Session Meetings.

(a) The board may adjourn to, or meet solely in, executive session to consider litigation, matters relating to the formation of contracts with third parties, member discipline, personnel matters, or to meet with a member, upon the member’s request, regarding the member’s payment of assessments, as specified in Section 5665.

(b) The board shall adjourn to, or meet solely in, executive session to discuss member discipline, if requested by the member who is the subject of the discussion. That member shall be entitled to attend the executive session.

(c) The board shall adjourn to, or meet solely in, executive session to discuss a payment plan pursuant to Section 5665.

(d) The board shall adjourn to, or meet solely in, executive session to decide whether to foreclose on a lien pursuant to subdivision (b) of Section 5705.

(e) Any matter discussed in executive session shall be generally noted in the minutes of the immediately following meeting that is open to the entire membership.

Les

If they want a bytch session, let them have it. What harm would it do?

Lesley,

This is happening because you're allowing it to happen. I'm sorry.

I can't stop him. When I tried he accused me of 'violating his constitutional rights'. That was yesterday.

I have decided to simply ignore him whilst representing our HOs and sticking to the rules and regs of hoa law and ignoring his attempts to discredit me.

I realize sometimes in life we run into this type of person. Slowly, the other members will realize he is what he is. Most already have. It's time for me to move on as there is much work to do.

How are you ignoring him if you allow him to hold an illegal ES & you attend it?

One thing you & the other two directors can do is not attend it. With only 2 present in a 3 5 person board, he won't have a quorum & he won't be able to conduct any business.