requesting a board members resignation

Started by NicoleO • 13 replies • 5027 views

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NicoleO (New Jersey)
Posts: 2

Posted:

I am the VP of a two year old board. The president and I are wondering if it is possible to ask for the resignation of our treasurer. He has let the "power" of being a board member go to his head. He has bad mouthed the board, sent us extremely immature (basically name calling) e-mails, has threatened to sue the board as a homeowner because we as a board are not fulfilling our duties and obligations and has basically alienated himself from almost everyone in the community. He has taken it upon himself to send out letters to homeowners and our township on behalf of the board without ever showing the letters to us. He is also trying to create a completely unrealistic set of rules and regulations for our development (i.e. no one can make noise near an open lot because the neighbors dog barks). We live in a middle to upper class community consisting of 44 single family homes built 2 years ago and occupied 95% by families with young children. We, as a community, had previously agreed that we would adopt township rules and regulations along with the original by-laws that were in place when we all signed our contracts to purchase our homes. We also agreed that if any issues did arise, that the board would first discuss the issue and then put it out to the community at our quarterly meetings to decide/vote on a resolution. This board member has completely gone against everything that we had previously decided.

Any guidance you could give would be greatly appreciated.
Thank you.

JamesC (Maryland)
Posts: 282

Posted:

NicoleO
First off, What state do you reside in? Second, don't you have a set of BY-LAWS? Ours says: Resignation and Removal. Any officer may be removed from office with or without cause by the Board.
If this member is bad mouthing everyone on the board, why is it so difficult for the remaining board members to simply vote him/her off?
You mention he threatened to sue the board as a homeowner because as you say, he feels "we as a board are not fulfilling our duties and obligations" If he is correct, and you are "NOT" fulfilling your duties as board members, then maybe you and the other board members should consider resigning instead.
It is the fiduciary duty of all board members to carry out the duties spelled out in your covenants.
Not knowing the circumstance, is he frustrated with the board because of the lack of involvement by the other members?
I am currently the acting President of our association, and we have eight other board members. It is difficult to say the least, to have them interact in our communities affairs, even by email. Most say they are too busy, or don't read their emails.
I ask then why they want to be on the board. WE are a community of 167 homes in Maryland, and we meet once a month, versus your quarterly meetings. I don't see how you can accomplish that much by meeting so infrequently.
I think the person you want to get rid of is probably the one most concerned about your community, and is just fed up with the inaction of your board.
Only my opinion. (I will wait to see how others weigh in)

Jim

LynnoraR (Maryland)
Posts: 41

Posted:

Although I don't fully know your situation or the state in which you reside in, I have to say that I can fully relate to the frustration a board member can feel when there is little or no involvement from the other board members. I think the issues we have with our current HOA is a direct result of previous and current board members being a bit too busy to deal with the affairs of our HOA. We are a small community of approx 42 townhouse units so you would think that we would meet often and have frequent conversations but sad to say... we don't! I'm only a board member but it seems that nothing gets done until I send out emails and get the ball rolling on things. Its extremely frustrating and I see for myself that others are not fulfiling the responsibilities as board members.

Maybe someone should take a rational approach to hear what your treasurer has to say regarding the lack of involvement from other board members and see if you all can come to an agreement of some sort. Its hard to see who is isolating who here... have you guys isolated yourself from him because he's outspoken or does he simply have a major problem and wants to run over everyone?

JoeW1 (New York)
Posts: 728

Posted:

NicoleO - If you and the President wish to relieve the Board member from his/her duties as Treasurer, you don't need to ask the Treasurer for a thing. You can simply vote on it in executive session. Unfortunately your situation is adversarial and the Treasurer will remain on the Board as a Director. What I would do first is give the Treasurer an opportunity to speak freely in executive session. Provide the Treasurer an opportunity to present the set of facts to justify the method of funding and present his/her ideas. I would remind the Treasurer of the agreed upon procedures and that as Treasurer he/she has no right to act on behalf of the Board. Try to kill'em with kindness first. If you don't succeed then absolutely relieve the Treasurer from the officer duties.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

Nicole,
I concur with JoeW1. I would also see if one of the diplomates on the Board would volunteer to take this director out for coffee and see if he couldn't form a pact between the two. They could agree to work together not so much on projects but on how to accomplish improvements.
I have seen well intentioned, smart, extremely knowledgeable, had the ability and drive to research and support his arguments, but they just didn't know when to sit down. A right fighter of the worst kind and we finally had to petition the owners to remove him. It caused quite a stir but time passes and I would guess only half the owners are still here.
You could elect him president and then all refuse to help him. Serve him right

. Just kidding. Maybe he feels lost as treasuer, and should have another chair. It's a hard decision for any of us to say what is best, you all have the correct references.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

Jim,
I would suggest a tiny adjustment in your thinking, regards your board and I hope I am not out of line. Your job in your situation is to take baby steps and wait them out. Don't be frustrated because they aren't ccontributing, you will not change them by asking them why did they want to be on the Board. Do the best with what you have and sneak in a new director when you can. Rome was not built in a day, and a do nothing board member, after all is said and done, just slows progress. I would imagine there are at least several on your board that are productive, work with what you got and patience, patience. I still like to mix it up with the Board after 17 years, but there has been progress.

NancyD1 (Florida)
Posts: 447

Posted:

Sometimes when someone new comes on the BOD they are agressive to the point of obnoious. They have to find their way. The newness will wear off, as we all know. Work with him, lead him in the direction you and the rest of the BOD want.

NicoleO (New Jersey)
Posts: 2

Posted:

Thank you all for your replies. Just a little more information, since I think my first post was a little confusing.

Our community consists of 44 single family homes in New Jersey. Our board consists of 3 members, President, VP/Secretary and Treasurer. Our development and board has existed for only about a year and a half and none of the three of us has ever been on a HOA Board before. We had a different President who was not re-elected - the treasurer made sure of that - he went door to door bad mouthing him to everyone and asking them to not re-elect. The community meets once a quarter. The Board meets whenever needed - weekly or monthly depending on the issues at hand. We, the president and VP, are in full agreement on what we would like to see accomplished within our community - we also feel that any decisions regarding anyone's personal property should be done by a community vote (these were also the views of the former President).

An example of our difference of opinion is this: about six months after one family moved in, their lawn was over grown - which looked bad and we all agreed we needed to speak with the neighbor. The Pres personally went to the neighbor’s home to see what was going on. As it turns out, the family was expecting a child, the wife on her way home from a doctor’s visit at 8 months pregnant; she was in a serious car accident which resulted in her loosing her unborn child and almost losing her own life. The last thing on this families mind was mowing their lawn - and who could blame them. We (the pres and I) immediately offered to mow the lawn, cook, watch their other children, what ever was needed to help them out during such a horrific time. The treasurer, even after hearing what had happened, insisted that we needed to contact an attorney and send a letter out informing the homeowner that they had a few days to mow the lawn or they would be fined. This resulted in a heated argument with the Treasurer and the first time he threatened to sue us for not fulfilling out duties as board members.

I could fill an entire book with similar stories. He wants rules and regulations set up to fit his personal feelings and beliefs. He tried to have a homeowner remove a fence that they just put up because he didn't like the way it looked (yes, the fence was not only compliant with Township guidelines, but also with our existing by-laws). It took many hours, phone calls, e-mails and meetings to finally convince him that just because he personally doesn't like something doesn't mean we as a board can ban people from doing it.

I look forward to more replies - they are all appreciated.

Thank you so much!
Nicole

LynnoraR (Maryland)
Posts: 41

Posted:

Oh wow! In that case, he sounds like a loose cannon! I think you guys did the right thing by communicating with the owners and learning about their situation. I applaud you for offering your assistance as well. Upon hearing that news, I would have simply cut their lawn one morning and would have been done with the issue! It was not necessary to bring in the "big guns"(attorneys) for something as petty as that!

Because I am fairly new to my association, I don't know how we would approach that situation. Check your Bi-Laws and see what rules you have pertaining to removing elected board members. Good Luck to you!

JoeW1 (New York)
Posts: 728

Posted:

NicoleO - As a fellow New Jersyean, tired of overzealous and sneaky Board members/volunteers, I suggest a sit-down with a clear outline of the proper code of conduct for the Treasurer. I'd present him with an outline of activities the Board takes exception to and get him to sign off that it will not occur again. If he is reluctant, relieve him of his officer post. Also provide him the possibility that if his divisive activity continues, as a Board you will reserve the right to seek a recall of his Board post. Your duty as a Board is to protect the general welfare of the entire Association, a concept this Board member seems to struggle with.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

Nicole,
Is he doing his job a treasuer? Call a Board meeting to go over books and make suggestion on how you all feel the reports should be made. Hint that an audit might be in order, and that may be a fact. See if he will do his job as treasuer, if he doesn't, isolate him, take away his job and give it to secretary, not unusual with 3 man board. Give him the job of setting up a long range plane as outlined in a reserve study. I say do all these things and more if you think of them. Do it at a meeting and take minutes, have him sign off, if he don't want to, note his refusal and two of you sign. This shows good faith bargining on your part and when the times comes replace him any way you can. Keep all your info because he may just decide to sue, but keep your interactions with him at a business level and make notes. With three members a judge may not want to decide who's wrong and written justification could tip the scale if needed.

JamesC (Maryland)
Posts: 282

Posted:

NicoleO
Had I known the circumstances you outlined in your second post, I would "NOT" have been so sympathetic to the treasurer. You and the President, make the majority, so why not just vote him off the board?
I don't think taking him to dinner, or trying to appease him is going to work. You can't change someone who seems to have some personal axe to grind.
A new community such as yours should not be facing these types of problems so early on.
I meant to ask. Does your community have a Management Company yet? A good MC can help the board get through many, many problems.
Good luck with your problem child.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

Jim and Nicole,
I doubt you have the authority to vote him off the Board. If he is elected by the owners he has to be recalled by the owners, which seems like that could be ccounterproductive, you could ask for his resignation and he will tell you. "Not in my lifetime", you could probably isolate him by not giving him any authority and if he acted independently, rescind his actions. But the Board vote him off, I doubt it.

Also the business of getting a Management Co. with a new organization and only 47 members, in my opinion, may not be the way to go. You all want to learn your job from the Board position, and there is plenty of resources to learn that job. I lean toward any association having less than 75 units can probably handle stuff on your own. You might consider hiring a manager that serves the Board to handle day to day stuff and expand his/her role over time if you can afford it. A good manager is a valuable resource, but don't pick one that acts like your problem child. It is the management part of a Home Owners Management Business you will need to scrutinize, but first you have to determine what YOU want them to do, and that takes time and experience.

GloriaM (North Carolina)
Posts: 829

Posted:

Nicole:

I owned and operated a NJ based management company for 12 years. Forever a Jersey girl!

I would remind him that the indemification clause in your governing documents do not have to cover him if he goes off without the rest of the board being consulted. If you are 5 members, it takes all 5 of you to vote, majority rules. Let him know that your D&O insurance will not cover him and he could come out-of-pocket for his actions.

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