Not looking forward to board meeting

Long post. Mainly venting.
I'm open to discussion if someone has a different way it could have been handled.

Some of you may recall our Association had a group of angry members ban together and replace all but me on our Board.
I've just gone through email hell. Basically one of our Officers requested an action without meeting (authorized in VA but should be for emergency or issues that can't wait) to repair a pothole. The request was made on 3/13. Our meeting is scheduled for 3/16.

I pointed out the reasons why this action isn't an emergency and should wait for the meeting.
This fell on deaf ears and a vote was called.
I said I vote nay - since unanimous consent is required, the measure fails. Ask again at the meeting.

One member, lets call him the Bully, demanded to know the basis for unanimous consent.
I pointed to Statute and our Bylaws.

Our President actually asked for clarification and why I agreed to a storm clean up as an AWM but not the pothole repair.
I replied:

As I've stated in the past, AWMs are for emergencies or items that can not wait for the next scheduled meeting.
They are not to be the normal way of conducting business.

Examples of emergencies are:
fallen trees or other issues that can cause harm to person or property
need to remove snow via loader service to open road ways for travel

Examples of not being able to wait for the next meeting:
Compliance with County codes to avoid fines
Legal decisions due to timelines
waiting will make the situation worse/more expensive to address

The pothole issue was first brought to the Maintenance Officer via email on December 8, 2017
A bid was finally obtained and sent for review on March 13, 2018
Obviously, time wasn't a factor or a quote would have been obtained in December.
Our Meeting is scheduled for March 16, 2018.
Waiting 3 days to approve will not cause a price change

Waiting to clean up storm debris can create safety and liability concerns (hanging limbs that can fall)
Waiting to clean up storm debris can increase the amount of time required for clean up (as fallen debris gets broken into smaller pieces
due to vehicles or residents) hence increasing the cost
Waiting for two quotes before approving is just complying with the fiduciary duties the Board has to the membership (especially since one
quote was obtained in less then 24 hours)
The wind storm occurred over March 2,3 & 4th.
The request for Storm damage clean up was initiated on March 2nd.
Our meeting is scheduled for March 16th (2 weeks after initiation of action).
Estimates were finally obtained on the 9th and 10th - The action was approved on the 10th.

Per the Fairfax County Community Association Manual,
"the intent of the General Assembly [regarding open meetings] is to mandate the openness of all meetings and prevent the evasive tactics
used in the past by some boards." Once an Association starts using AWMs simply because of convenience or a desire to save the 30 seconds
required at a meeting to approve awarding a contract, the Association, in my opinion, is violating the spirit, if not the language, of the statute.

The Bully promptly sent another AWM for the pothole citing safety concerns. Two other Directors (lets call them the followers) chimed in and agreed.
The President has not responded. I did not respond to the second request.

Friday will be a long and grueling meeting.
Hopefully, my blood pressure won't go too high.

Art,

Corporate code, which you mentioned, simply gives the authority for actions without meeting and you are correct there is no limitations in that statute on how they may be used.

However, if you look at § 55-510.1, you will see that the statutes specifies:

The board of directors shall not use work sessions or other informal gatherings of the board of directors to circumvent the open meeting requirements of this section.

It was stated in earlier emails about the topic that "I [President] believe we discussed this previously, no need to spend meeting time on it.

Therefore, the reason to not do this in an open meeting is simply convenience which, in my opinion, violates the spirit if not the intent of the open meeting requirement.

I think you're being stricter than necessary. In FL, we can't even have "work sessions" or informal gatherings of the board. By statute, if a quorum of the board is gathered to discuss HOA business, it's a board meeting, and required to be open, noticed, etc. Our bylaws allow us to do anything outside of meeting (by unanimous consent) that can be done in a meeting, with the requirement that all of those AWMs be read into or attached to meeting minutes to preserve openness and document those actions.

With an HOA, things happen slowly enough already without having to wait for a meeting to get stuff done...and then how much longer would the meetings be if everything we did via email had to be discussed and voted on at a meeting? No thanks.

Correction: Subjective

I understand potholes are a pain in the butt (in my city, we’re having a helluva time with them right now while the council tries to figure out how to pay for it all), but I see nothing wrong with Tim’s approach. What’s considered an emergency to some isn’t necessarily the same to others and you don’t want to get into a fight between board members and/or board members and other homeowners over this stuff because nothing will get done. If you run yourself ragged trying to address this and that issue, you’ll exhaust yourself and probably spend more association money than necessary – and then people will really be pissed.

Besides, given the bad weather I’ve heard about on the east coast this winter, I would think some of it hit your area and therefore the repairs probably would have been delayed anyway. Then you might have to get in line behind other people and communities who also need work, some of it more serious than what’s going on in your community. It’s a shame some people refuse to sit down and think.

Art, your actions without meetings may work for your community and it IS a good idea to discuss all of this at an open board meeting, but I really think it’s best to err on the side of keeping things open. First of all, doing stuff outside of board meetings can make people lazy – why attend the meeting at all, let alone make a decision there because the board will probably change its mind anyway. Too many incidents of actions without meetings also risks someone muttering about the board being too secretive about what they’re really doing (such and such wasn’t THAT serious, so I don’t know why they didn’t wait until a regular meeting. I bet they’re hiding something)

I realize it can seem unnecessary to wait to do something for the community vs. just doing what you need to right now, but when you're on a HOA board, it's no longer about you. You have a responsibility to apply careful thought to the issues and then make a decision. Homeowners should know when, where, why and how a decision is made and the best way to get that information is to sit down in a meeting, shaddup and listen. Ditto for board members - if you don't want to take the time to do the job right, meaning listening to your colleagues in a respectful manner, read the proposals, bids, or whatever else is put in front of you, and all that stuff, resign, stay home like everyone else and watch ESPN. No one wants to spend all night in a meeting, which is why you set an agenda and prioritize what you need to do.

What you need is to set a protocol as to what type of action can be taken between meetings and document it accordingly. Explain to homeowners why this is being done and if you have a property manager, be sure you’re not micromanaging – you hire him or her to handle the daily stuff so get out of the way and let him/her do the damned thing. He or she can send bi-weekly updates or you can designate someone to keep track of the major stuff.
Ditto for emergencies. Tim’s examples are a fine start so I would suggest building on that – explain to the homeowners why this is being done. Some people will always squawk, but most reasonable people will understand. Those are the folks you need to get on your side to keep the nags and nitpickers in check.

I wouldn’t worry about the bully at all (I suppose this pothole is near his house and therefore it MUST BE FIXED RIGHT NOW – he can wait). If he doesn’t want to wait and then get people riled over this and try to replace you, he may soon find that no one wants to serve on the board because they have to deal with people like him. That’s probably why your board colleagues seem eager to do whatever this guy wants.
Being a board member sometimes means you have to make tough decisions and put your foot down as to what will be a priority or not, so keep on doing what you’re doing.

Excellent point.

We (well, in the past, we) would minimize the time needed by sending things via email early. Discussion would wait until the meeting.
This gives everyone the opportunity to read and, if needed, formulate questions for the meeting. I've had meetings where the agenda was two pages long but only lasted 45 minutes because of written reports from everyone and proposals being sent ahead of time for everyone to review.

Same as you ... I believe in transparency. While members may not show up for the meeting to see the transparency; hopefully, if minutes are read by members or ever needed down the road they will then comprehend. LOL ... I’m with Melissa ... they cannot eat you so be proud to stand up for what you truly believe is in the best interest of your members.

Tim, You are right on as usual. Your President should not have solicited an email vote for this problem. A knowledgeable President would have advised the complainer that bid were solicited in December; the bids will be considered at the upcoming Board meeting which will be held soon; and they are welcome to attend the Board meeting.

I suggest you advise the Board members on what all attorneys have told me regarding email correspondence. "NEVER conduct an email vote for a non-emergency. Keep emails to a minimum and remember that all emails are suseptable to discovery if there is a Court trial."

I've been following this thread and my input is. Pick and choose your battles. Its like a $500 fix, not a big deal. If they are lawyers they might know the Bylaws may have something that say a majority of the directors can call a meeting for this. But then they have the whole notification of membership rules to follow. It will create a transparency problem over a small fix. You can correct me on this.

I feel your end goal is something else here, if your membership replaced one dictator with another, then we should realize that some things cannot be settled through emails or meetings. Is it possible to stay quiet on this, cast your vote for the bid and making note of the lack of transparency? As long as they put the vote and action in the next meeting minutes, you should ask yourself how you can change your vote from no to yes. I would also try to look for other priorities that overshadow the pothole thing to figure out where their priorities are.

Jeff and Doug, I do see your points.

I would like to ask about how many directors are needed to call this type of meeting. Far as I know its quorum or majority, if we had 10 directors and only 2 are needed to call a meeting, I feel it leaves the other directors out of the loop, did your board have an expansion in the past? I feel 2 is just too low of a number with large boards. Anyone clarify on this?

I do agree, doesn't sound like an emergency, and doesn't potholes come out of reserves, all this over a pothole. I think everyone is in agreement that the issue is not about the pothole but the way actions are being conducted by the Bully.

That is what I was hoping for as well.
Unfortunately, it's not happening. I'll explain more later tonight.

Tim

I see, this is very common. It’s easy to take advantage of this, two members can simply call meetings whenever they need to vote on something they know they cannot achieve through email votes. Two or three members can control the whole board business if they don’t like the third or 4th and 5th member. Plus if Tim misses 3 of these meetings, his spot is vacant. The law must account for this with some check and balance, anyone? It appears Davis was setup for a 3 member board system. Any check and balance to this in Davis?

I completely agree with your approach and that this isn’t emergent. For those of us with lots of freeze/thaw cycles over a winter season I can’t imagine trying to deal with potholes over the winter unless they truly were a safety hazard. We wait until spring and evaluate our concrete and figure out what repairs need to be undertaken.

To me, Douglas, if it wasn't defined as an emergency 4+ months ago, it is not an emergency now unless it's gotten deeper or bigger.
In addition the AWM was to have occurred just 3 days before the regular meeting. Surely the decision could have waited 3 more days.

To me, the president is trying to consolidate acquiescence to his whims with this unnecessary AWM. As Tim was the only director not recalled, the president may be jealous of Tim's fine reputation, influence and popularity.

Hope all goes OK tonight, Tim.

I'm going to start a new thread--maybe not today--about who may order a board meeting and for what purposes. Jeff seems really off base in his remarks but I feel like I led him astray. I also didn't mean to hijack Tim's thread.

All,

As Kerry pointed out, the meeting is tonight.
I'll update tomorrow.

Additional emails have been exchanged that I won't go into a lot.

Yes, it will be an interesting meeting.

Tim

This is the section of the Bylaws of a Virginia HOA as it relates to AWM.

Section 5. Action Taken Without a Meeting. The Directors shall have the right to
take any action in the absence of a meeting which they could take at a meeting by
obtaining the written approval of all the directors. Any action so approved shall have the
same effect as though taken at a meeting of the Directors.

Much of the country conducts HOA meetings this way. It doesn't state only if an emergency. Not saying it is right.

What this passage should say though is that the actions taken at such a meeting should be recorded in the minutes of the next meeting.