Bid Approval by BOD

Started by LmT • 33 replies • 907 views

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LmT (California)
Posts: 237

Posted:

I am the President of our HOA. I am also chair of the landscape committee. I have had a problem with the Vice President since I took over from him, as president, two years ago. He was not happy when he wasn't reappointed to be president. Since then he has tried many ways to undermine my position.

His latest beef is with the landscape contractor who has been under contract for right at a year now. This VP has taken it upon himself (I am told) to go out to bid for a new landscape contractor. Representing himself to prospective candidates as the landscape chair and the President (I am told).

The BOD wanted to terminate our current landscaper a month ago but when the VP uncovered what he thought was a conflict of interest, even though it was declared, we decided to remove the subject from our last agenda and stay with the landscaper we have. The BOD did not vote on terminating the landscape contract; it was not on the agenda so it was not discussed and neither the VP (or the landscape committee) was authorized to go out to bid.

I don't believe he should have taken on this project without with the approval of the BOD, and I further believe it should have been the responsibility of landscape committee to evaluate the bids and present them to the BOD.

Our meeting is coming up in the next week and I am sure this VP is going to want the subject of a new landscape contract on the agenda or in Executive Session.

My question is - has this VP the right to take a project like this upon himself?

Any advice on how to handle it?

AdamD1 (Indiana)
Posts: 179

Posted:

Quote:

Posted By LmT on 11/28/2018 1:58 PM
I am the President of our HOA. I am also chair of the landscape committee. I have had a problem with the Vice President since I took over from him, as president, two years ago. He was not happy when he wasn't reappointed to be president. Since then he has tried many ways to undermine my position.

His latest beef is with the landscape contractor who has been under contract for right at a year now. This VP has taken it upon himself (I am told) to go out to bid for a new landscape contractor. Representing himself to prospective candidates as the landscape chair and the President (I am told).

The BOD wanted to terminate our current landscaper a month ago but when the VP uncovered what he thought was a conflict of interest, even though it was declared, we decided to remove the subject from our last agenda and stay with the landscaper we have. The BOD did not vote on terminating the landscape contract; it was not on the agenda so it was not discussed and neither the VP (or the landscape committee) was authorized to go out to bid.

I don't believe he should have taken on this project without with the approval of the BOD, and I further believe it should have been the responsibility of landscape committee to evaluate the bids and present them to the BOD.

Our meeting is coming up in the next week and I am sure this VP is going to want the subject of a new landscape contract on the agenda or in Executive Session.

My question is - has this VP the right to take a project like this upon himself?

Any advice on how to handle it?

If I'm reading this correctly, this is all hearsay. So how do you handle it? Put on your big boy pants and directly ask the VP if he has done it and hear his thinking behind doing so if he has. That is called leadership! Good luck to you!

LmT (California)
Posts: 237

Posted:

No, only the part about representing himself as the landscape and president is hearsay (he wouldn't admit to that). He actually told me the other day that he had gone out to bid when he spoke of another problem he had. I chose not to go into it at that time as I wasn't sure whether or not he was overstepping his authority.

That is what I am asking you. Is he out of line? Should I tell him he is out of line?

I don't have a problem with leadership but I don't want to come over as a dictator.

LmT (California)
Posts: 237

Posted:

By the way, perhaps I should mention that we are a very small HOA (only 40 houses).

KerryL1 (California)
Posts: 14,550

Posted:

What the VP did (if true) is wrong UNLESS the board voted at a mtg. (in CA) that he solicit bids for a new landscape vendor.

But apparenty your board did not. He waaay overstepped. Your board should censor him and deamand that he cease and desist this type of behavior.

As far as your committee is concerned: Does your charter give it the authority to solicit bids? for such a vendor?

RichardP13 (California)
Posts: 3,868

Posted:

If the VP, on their own is doing this, the rest of the Board needs to immediately censure that individual.

The Board, by a proper vote, would authorize looking to opening up a process in which a vendor under contract to the Association is selected.

AdamD1 (Indiana)
Posts: 179

Posted:

Quote:

Posted By LmT on 11/28/2018 2:18 PM
No, only the part about representing himself as the landscape and president is hearsay (he wouldn't admit to that). He actually told me the other day that he had gone out to bid when he spoke of another problem he had. I chose not to go into it at that time as I wasn't sure whether or not he was overstepping his authority.

That is what I am asking you. Is he out of line? Should I tell him he is out of line?

I don't have a problem with leadership but I don't want to come over as a dictator.

It's my opinion (and trust me, I'm an expert on my own opinion) that the majority rules. If you feel this is a serious issue and want it addressed at the Board level, put it on the agenda and discuss it candidly in executive session. If the majority of the Board agrees with you, then the VP should get that message that his behavior was inappropriate. If the majority think "hey, at least he's putting in the effort to get another bid on a large-scale project" then you're up #%#@'s creek without a paddle. Pick and choose your battles my friend. This may be one not worth your time and energy.

AdamD1 (Indiana)
Posts: 179

Posted:

And censuring may be an option for some Boards. It is NOT an option for mine. We can barely get homeowners to volunteer for the Board (we are 4 out of a 5 person Board currently) in a 440 home community. If we censure a Board member, he/she would most likely quit and leave us in more pain than dealing with the shenanigans.

LmT (California)
Posts: 237

Posted:

Thank you Kerry.

Our documents do not give the landscape committee any decision making authority and I don't see anything regarding bid soliciting. They would need to be directed to go out to bid by the BOD and that's exactly how it would have been handled had this person not done what he did.

LmT (California)
Posts: 237

Posted:

Thank you, Richard.

When I draw up the agenda I will put the subject of seeking a new landscaper on there.

Our manager usually mocks up the agenda and sends it around to the BOD for them to request items for inclusion.

As the president, I get the final copy but I don't think I have the authority to strike items - or do I? If he wants to include his bids on the agenda (or I suspect in ES) can I shut that down? By contrast, I do not want to overstep my authority either.

Believe me this is sticky ground. I could start thumbing through the Davis-Stirling Act but it's easier to just ask on this forum!

LmT (California)
Posts: 237

Posted:

I hear you.

However, I feel must assert myself here - he has been getting away with this type of behavior for the entire two years I have been president. I'm afraid we have a very weak BOD and I get tired of butting heads with this man.

I am a female and he has little regard for me or the other ladies who went before me. He has a reputation of being a bully towards women on the board and particularly in the position of president.

I may well lose the battle but at least I will have put up a good fight!

LmT (California)
Posts: 237

Posted:

I agree with you Adam.

I do not intend to take the matter as far as censoring him (even though I would dearly like to) and I believe he deserves it.

However, it would not be good for the community; although we do not usually have a problem getting five people to serve out of a HOA of 40 and if he walked it would be the best thing for our HOA.

He is up for reelection in a couple of months and there is no way (but you never know with elections!!) he will get enough support to be seated. He knows that and I don't think he will run and risk a defeat.

AdamD1 (Indiana)
Posts: 179

Posted:

Quote:

Posted By LmT on 11/28/2018 2:50 PM
I agree with you Adam.

I do not intend to take the matter as far as censoring him (even though I would dearly like to) and I believe he deserves it.

However, it would not be good for the community; although we do not usually have a problem getting five people to serve out of a HOA of 40 and if he walked it would be the best thing for our HOA.

He is up for reelection in a couple of months and there is no way (but you never know with elections!!) he will get enough support to be seated. He knows that and I don't think he will run and risk a defeat.

I can sympathize with you. One Director who is the Treasurer is very old school/retired and is a hot head. Because I'm probably 30 years his junior and am the acting President/Chair of each meeting, he detests me. He got very livid with me b/c he wanted to add new electrical wiring/lighting for our entrance signs but he is not licensed/insured and our insurance wouldn't cover any injury to him if he failed. He yelled at me up and down for questioning his ability for the job - I didn't... just question him not being bonded/insured.

He also is very rude to the one female Board member. Like when he offered electrical drawings, he bypassed her and just showed the men. A few other more blatant examples are out there as well.

I've served for a year and a half. My term ends Dec. 31 and starting January 1 I will no longer remember what "HOA" stands for anymore hahaha. I'm ready to end this madness by stepping aside and letting another "victim" take the reigns of this three-ring circus!

AugustinD
Posts: 5,144

Posted:

LmT, the VP acted "ultra vires." He needed board approval to do as he did; he did not have it. It is a big deal. He should know better. If the VP is a persistent problem, consider asking the board to agree to an attorney consult. A letter from the attorney to the VP could turn him around. Preferably a gentle letter, at least to start.

LmT (California)
Posts: 237

Posted:

I'm ashamed to admit that it makes me feel better when I read of others' problems! I read this forum all the time and some of the posts make my HOA seem almost normal. If it wasn't for this one individual I do believe we would be harmonious.

I am very grateful that California has quite strict laws regarding HOA's and they are well-written and easy to understand. It didn't take me long to bring myself up to speed but there is always room for doubt.

We haven't had any yelling (yet) but he will swear under his breath - he's a bit of a hot head too. I manage to ignore him because I know just my presence in the president's position ticks him off no end!

I, too, will be done with my two year appointment and I have no intention of running again but that doesn't mean I will turn a blind eye to his bad behavior. I owe it to the person who follows - just in case this man manages to get himself elected again.

Thanks for listening, anyway.

KerryL1 (California)
Posts: 14,550

Posted:

LM, imo you really must pay attention to Richard and Augustine, if not me. You don't even have to do a formal censure. Just get the rest of the board to agree to tell him he must not do anything without board approval at a meeting. Yu need to get this n the record in your minutes.

If he somehow gets your board to consider a bid, and in this I sure would do it in ex. sess., you must tell the vendor that the VP had no authority to speak with vendors. You're setting yourselves (the Board) up to be responsible for his illegitimate behavior by refusing to discipline him somehow.

You do know, that most bylaws allow the board to vote out officers with a simple majority. You could vote him out as VP. I believe this has to be in an open meeting but could be done with secret ballot.

LmT (California)
Posts: 237

Posted:

Thank you, Kerry.

I asked for advice so I will take it.

This next meeting I will ask for an Executive Session and bring up the subject. I can't guarantee that a majority of the Board will vote to remove him as VP but I will make it clear that he has violated his authority etc. I will be well prepared and as he has certainly acted improperly the rest of the board can hardly disagree.

Thank you.

Can I refuse to accept his bid analysis or whatever he is going to call it, on the Agenda?

JohnC46 (South Carolina)
Posts: 14,265

Posted:

LM

My advice is do not take him on, on two fronts. Deal with the issues one at a time and not necessarily in the same meeting. In the first meeting challenge him about going behind the BOD's back to get bids. If you win that discussion, it will set him up to be removed as an Officer in the next meeting.

One thing at a time.

MarkM19 (Texas)
Posts: 1,459

Posted:

LmT,
The bid he submits if he does should be totally disregarded unless the Scope of Work is clearly defined and all of the possible issues that have come up are part of the bid they submit. An example of this is how much do they charge for every sprinkler head they replace. I would suggest that 10 to 15 percent over cost on all items. There are many other things that only people who have worked on the Landscape committee will know. If not mentioned they will charge you for extras and they can add up quickly. This is also why I always had at least 2 members present for the walkthrough. This protects both from the he said she said thing. It happens all the time and don't let it happen to you. I would also make sure that you guys get 3 bids so the board can compare and choose to select or ignore.

SteveM9 (Massachusetts)
Posts: 3,699

Posted:

Quote:

Can I refuse to accept his bid analysis or whatever he is going to call it, on the Agenda?

I would be reasonable. If it is a better bid by a better contractor, why would you refuse it? Spite?

KerryL1 (California)
Posts: 14,550

Posted:

I disagree it would be spite, Steve. Most HOA board have assigned roles for directors and officers and without these in writing, you could have directors running all over the place seeking proposals. Very bad for the the HOA's rep and could lead to legal trouble.

LmT (California)
Posts: 237

Posted:

I agree with Kerry. This has nothing to do with spite.

Had this VP operated within the bounds of BOD approval there would be no problem. I appreciate that he has probably obtained bids that would, under normal circumstances, be acceptable.

The problem is - he did not. He chose to go outside of the BOD and solicit bids. He did not include the landscape committee or the BOD and - again - I agree with Kerry, Richard and Augustin - he stepped way out of line.

If I, as President, allow this type of behavior it sets a new standard for others to do the same. Next thing, (and believe me it is not outside the bounds of possibility) he will be soliciting bids for a new management company which is his latest beef.

AdamD1 (Indiana)
Posts: 179

Posted:

Quote:

Posted By LmT on 11/28/2018 8:57 PM
I agree with Kerry. This has nothing to do with spite.

Had this VP operated within the bounds of BOD approval there would be no problem. I appreciate that he has probably obtained bids that would, under normal circumstances, be acceptable.

The problem is - he did not. He chose to go outside of the BOD and solicit bids. He did not include the landscape committee or the BOD and - again - I agree with Kerry, Richard and Augustin - he stepped way out of line.

If I, as President, allow this type of behavior it sets a new standard for others to do the same. Next thing, (and believe me it is not outside the bounds of possibility) he will be soliciting bids for a new management company which is his latest beef.

The reality is, you may agree with a few HOA shmucks on here (including bits of what I said) but that means NOTHING if the majority of your Board disagrees with you. You may be 100% right, but will get NO WHERE if you are in the minority. Trust me, been there done that with a Board member --the treasurer I spoke about previously---who went out and changed the BoD approved motion and got his own bids based upon what HE and HE ALONE thought we should be getting bids on in terms of lawncare (it included random $%@# no one on the Board has ever discussed nor what we would want).

Good luck on this and do keep us updated once the meeting passes. Stand your ground if you feel the need, but realize the majority of the other Directors may be standing on different ground. That's the nature of the beast!

AugustinD
Posts: 5,144

Posted:

Quote:

Posted By LmT on 11/28/2018 8:57 PM
If I, as President, allow this type of behavior it sets a new standard for others to do the same. Next thing, (and believe me it is not outside the bounds of possibility) he will be soliciting bids for a new management company which is his latest beef.

The President usually sets the agenda for meetings. LmT, I think you probably have the legal authority to disallow items (such as these bids) on a board meeting agenda. But I think any other action taken against this VP must be decided by the Board as a whole. If I am reading too much into LmT's statement above, I apologize.

What is in the best interests of the HOA as far as these bids are concerned? I agree with Mark and Kerry (and it looks like others) that there are problems with someone going off, without authority and without having the scope set by the Board or a Board-appointed Committee, and obtaining bids. I think the bids cannot be trusted for the latter and other reasons. I think the interests of the Association are best served by not putting the bids into any record of the HOA. If the issue of whether the bids should be discussed at the next board meeting comes up, I would present the aforementioned reasons. If a board majority objects and still wants these bids on the agenda, then I would not fight them.

RichardP13 (California)
Posts: 3,868

Posted:

There is an association in CA that has a Board of five. Two of the five are husband and wife, one being the VP the other the Treasurer. The VP after a disagreement with the MC decided to replace them with someone who would look the other way. The VP called a meeting with one other Bard member and signed a new contract with a MC, which violated the terms of the present management agreement. The VP never contacted the other two Board members about a meeting which is in clear violation of CA Corporation Code. It took the Board six "meeting" to actually terminate the terms of the MC contract and it still wasn't done correctly.

The newly hired MC hired their attorney to represent the HOA, without the Board even knowing. The attorney, a partner in a well-known CA HOA law firm didn't care that laws were not being followed. The new hired MC quit before even taking over and the same people hired a new MC, again without knowledge of the other two Board members the next day.

The community now knows what has happened and some residents have circulated a petition to recall the entire Board, even though they have elections coming up in February, maybe??.

Too often this happens and it comes up on a regular basis on this forum.

SueW6 (Michigan)
Posts: 814

Posted:

As president, you lead the meeting.

The landscape issue should not be on the agenda since there’s no action to be taken.

Ignore the actions of this rogue busybody. He can’t sign contacts. All he did was bother some owner to give a bid.

Sometimes the best action is no reaction. He just doesn’t know he has made a fool of himself yet.

Take him to the side and remind him not to think he has authority to enter into any agreement with any contractor unless he is authorized to do so.

Sounds like an old president with nothing to do.

LmT (California)
Posts: 237

Posted:

Sue, you are correct. I will certainly take this into consideration. Thank you.

AugustinD
Posts: 5,144

Posted:

Quote:

Posted By SueW6 on 11/29/2018 12:46 PM
Ignore the actions of this rogue busybody. He can’t sign contacts. All he did was bother some owner to give a bid.

Sometimes the best action is no reaction. He just doesn’t know he has made a fool of himself yet.

I'd call the above a little harsh. Folks generally do not take actions without a good reason. The last "rogue busybody" I saw complained publicly alleging the HOA management company was dishonest and appeared to be misappropriating funds. He became President and with the Board, terminated the management company. The President lost re-election the next year. The year after that, the state attorney general charged the HOA management company with embezzlement from numerous HOAs. The management company is no more. The ex-President was wrong-headed in a few ways. But he got this one right.

Something's going on with the landscaper the OP cited here. It sounds like there are problems. Yes the ex-President here should not be going around soliciting bids. But maybe hear him out when he criticizes xyz.

GenoS (Florida)
Posts: 4,276

Posted:

Quote:

Posted By KerryL1 on 11/28/2018 3:47 PM
You don't even have to do a formal censure. Just get the rest of the board to agree to tell him he must not do anything without board approval at a meeting.

And then be prepared to DO SOMETHING about it. We've had semi-rogue presidents for almost 2 years now making seriously improper decisions on their own. BUT at the end of the day no one else on the board wanted to be the president so nothing was ever said outside of a few informal chats that changed nothing.

When the board tells an officer they don't like the way he or she is doing things, you have to be ready to respond if they say, "So what?" If you're not prepared to take action then chastising or sanctioning them amounts to nothing more than a bluff. The message sent is "We don't like what you're doing but we don't care that much, so carry on.".

KerryL1 (California)
Posts: 14,550

Posted:

I get what you're saying, Geno. But don't you think it's best to have a cease & desist demand to the rogue in wiring in the minutes to at least show that the board tried to rein him in? It could include a warning that another occurrence could lead to him being removed as VP.

But, as Geno say,s if no one's willing to step up to even chastise him in writing, this board might end up in liability kinds of trouble for failing to fulfill their fiduciary obligations as a board of directors.

MarkM19 (Texas)
Posts: 1,459

Posted:

Our board in Ca. a few years ago had a little bully on ours as well. He went to far and we all censured him and in infuriated him. Within a few months he resigned from the board and moved away. It was well worth it and we are all better for it today.

LmT (California)
Posts: 237

Posted:

Thanks to all for the excellent advice and, of course, there is so much more to the story. It's not simply black and white (I wish it were, that would make the solution much more simple).

The fact is, this is just the last act in a long list of this disgruntled ex-president trying to prove that he, and only he, is 'uniquely qualified' to lead our HOA.

I suspect the majority of the board will agree to consider the bids he has solicited (and that's OK). However, I will insist that it be acknowledged (and I know I have the support of at least one other board member and certainly our management company) that he has behaved improperly and with disrespect for the committee appointed by the board to handle landscape business.

I don't think anyone can disagree with that. Not even him.

I realize that it may not be a majority vote but he WILL be advised that his actions are way, way out of line.

Perhaps my open objection to his obvious bad behavior will send the right message.

If nothing else, it will make me feel better for having stood up to this bullying misogynist.

LmT (California)
Posts: 237

Posted:

AugustinD
Posts: 5,144

Posted:

LmT, thank you for continuing to elaborate. With only posts on an internet forum, I find it hard to tell who's up to what at times. For on, bullying misogyny seems as common as ever at the local level. I would not tolerate it (somehow). I hope you can shape this guy up (if he's shape-able) in the last months of your Presidency.

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