Board President Harrassing former board member

I know this is a common topic. I was board President for 3 of the past 4 years. The 4th year I was secretary. Our new president who has been on the board before, has been harrassing me. First, no where in our covenants does it require former board members to,turn over any or all documents to the new board. It also does not state that old quotes and expired/finished deals from the past are the legal property of the Hoa. With that said, I have emailed every current contact for current vendors I have to the new board. I have turned over contracts I had but for some reason, this new president wants “everything”. Most of which has been tossed and I told them that. There is one photo I have of our main road, which is a public road, that is currently being widened. The photo is old and does not show any information. It’s just an overhead photo like you see in google earth. This new president even went so far as to call a former vendor, someone who has been paid in full and has no business with us, and tell them not to contact me because i’m Not on the board anymore and it’s “none of my business”.
Yesterday, I received via email, a letter of demand for all documents I have. Which, as I stated, I have none because I have tossed them. She has had people draft letters to email on her behalf and I have even asked her indirectly to call me and she hasn’t. She has threatened me with “further action” whatever that means. She even accused me of representing myself as a current board member, which is a lie and being in touch with vendors, another lie.
I am tired of her bothering me and i’m tired of explaining that I gave them all they need.
I am thinking of replying by siting what and when and to whom I emailed pertant information to and ask her to quote the page and paragraph in our covenants that says I must turn over all documents and site the page and paragraph where this information is the legal property of the Hoa.

Any suggestions?

I suggest you comply. What can it hurt to give the new president everything he/she is asking for? I think it best for all Board members to pass along everything you have when you step down or resign. If you don't, you may find yourself in trouble. It is property of the HOA.

I would think that as secretary, all of your records, including expired deals etc would be recorded with your records and turned over. You shouldn't bee looking for guidance in your HOA docs on this, but on Georgia law for record retention of a corporation. Lets say the next board wants to see a history of maintenance costs so that they can properly budget, they might want 5-10 years of contracts to make sure they are comparing apples to apples and the contracts all included the same amount of work. Even though "the job is done" the board still needs to see this. If your HOA gets audited, you may need some of these. Why would you keep (or throw them away)?

Amy,

Welcome to the forum.

As Secretary, you would have been custodian for the Association Records.
Per Georgia Property Owners' Association Act, specifically § 44-3-231, the records include:

(1) Detailed minutes of all meetings of the members of the association and of the board of directors;
[In my opinion, these would be the approved minutes with all attachments and the draft minutes of the previous meetings]

(2) Detailed and accurate financial records, including itemized records of all receipts and expenditures; and
[In my opinion, these would be lot ledgers, financial reports, bank statements, deposit slips, receipts, cancelled checks, etc. for the last 7 years]

(3) Any books and records as may be required by law or be necessary to reflect accurately the affairs and activities of the association.
[In my opinion, these would be all approved contracts, all proposals for contracts waiting to be awarded, Reserve studies, Original governing documents (or certified copies if filed with the county/city), architectural requests, enforcement actions (open and closed), membership list, etc.]

Per the GA NONPROFIT CORPORATIONS statutes, specifically § 14-3-1601, these records would also be:

(a) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, executed consents evidencing all actions taken by the members or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and waivers of notice of all meetings of the board of directors and its committees.

(b) A corporation shall maintain appropriate accounting records.

(c) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.

Based on your posting, there is obviously a personality conflict between the current President and yourself.
Have you tried asking what it is specifically they think are missing? If you have, what is it they say they are looking for?

Contrary to others, I understand going through, organizing and tossing records. Nobody wants boxes of paper cluttering up their home. Hopefully you obtained permission prior to tossing OR, at the very least, you were still a member of the board when you did toss (vs. after you completed your service) and informed the Board of this.

For example, when I served as Secretary, I noticed a lot of records were missing. Fortunately, there was a set of minutes that showed the Board (wrongfully) approved the Secretary at the time to toss records that the Secretary felt were no longer needed. I say wrongfully because years of minutes were tossed and per law, we were to keep those indefinitely. At least there was documentation where those records went and I could reference that set of minutes for the missing documents.

You do need to reply to the demand letter and, since you admitted you tossed records, the reply needs to be worded properly. Because legal action is being threatened, you may want an attorney to draft a reply for you.

I agree that the bids for projects were not required to be kept. However, had they been kept, it would have shown that bids were sought and contracts were not simply awarded without bidding.

Executed contracts should be kept.


Personally, if past boards failed to demand records, they should have (unless they felt that all records were provided).


Then attend the next board meeting to formally present your written response so others may ask questions if they have any.

OR

Send the written response to all board members (at their homes) and specify that you will attend the next meeting to answer any questions they may have. Bring your documentation, if any, to show what records were transferred.

NOTE TO ALL

This conversation is an excellent reason for Officers to identify records that they do have custody of and have a written receipt identifying said records as what is being transferred.

Example:

1 box of minutes from yyyy to yyyy
1 box containing governing documents (list them), awarded contracts, insurance policies, annual reports, etc.
1 box containing individual lot records
1 flash drive containing electronic versions of . . .

I think it's as likely that the current President is incompetent and irrational. It happens a lot.

I like Augie's ideas, Amy!

Amy

Did you or did you not turn over every single thing you have? I get the opinion you did not.