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Board Member Decisions without a Vote

Started by BoardM3 • 29 replies • 1132 views

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BoardM3 (Arizona)
Posts: 27
Posted:
My board made the decision to reopen amenities without taking a vote. I am the Board Secretary, and I was shocked to read the announcement emailed to owners. My question is not about weather reopening amid COVID is right or wrong, its about the process for making important decisions that impact the community. I'm reading and re-reading the CCR and ByLaw documentation but I'm having trouble understanding. Are a few members of the board allowed to unilaterally run everything without internal votes, private or public meetings, or records of the decisions? Nothing is being documented (says the secretary). I'm having trouble understanding what the purpose of having a board at all is. I am considering resigning because I'm concerned about the legality of it.
MarkW18
Posts: 1,290
Posted:
They're allowed UNTIL someone put a stop to the practice.
GeorgeS21 (Florida)
Posts: 3,808
Posted:
Board,

Time to stiffen that backbone and jump in - HOWEVER, make certain you know what you are talking about ... make certain!

What are the politics? How many Board members with you and how many against?
KerryL1 (California)
Posts: 14,550
Posted:
Are you a director, Board? Or do you just hold the office of secretary?
BoardM3 (Arizona)
Posts: 27
Posted:
Theres a huge division along political party lines... its just me vs the rest of them. I know my vote wouldn't matter in this scenario, but the process today means I'm not even asked. Our VP has said really horrible things to me and about residents of the community via email, And the president has seem them all and does nothing. I feel like this is a hostile work environment and is taxing on my mental health. I dont know what to do...
BoardM3 (Arizona)
Posts: 27
Posted:
Kerry - I apologize, I'm not sure what you mean, honestly. In our CCR's the term Director and Board are used seemingly interchangeably. We have 4 positions (Pres, VP, Treasurer, and Secretary). The CCR's do not seem to differentiate between the term Director and Officer of the Board. For example, "The duties of the officers are as follows: President. (description here)."
MarkW18
Posts: 1,290
Posted:
Quote:
Posted By BoardM3 on 05/09/2020 10:06 AM
Kerry - I apologize, I'm not sure what you mean, honestly. In our CCR's the term Director and Board are used seemingly interchangeably. We have 4 positions (Pres, VP, Treasurer, and Secretary). The CCR's do not seem to differentiate between the term Director and Officer of the Board. For example, "The duties of the officers are as follows: President. (description here)."

Just an FYI-Description and titles will be in your Bylaws, not your CCRs.
LaskaS (Texas)
Posts: 1,025
Posted:
what MarkW said...

It's unfortunate, but some hoa boards will do whatever they think is "right" without any regard to the bylaws or declaration..

until someone puts a stop to it..

make sure you know your documents inside and out and also.. try and get other board members on your side before you start bringing up your concerns in meetings.
DeidreB (Virginia)
Posts: 113
Posted:
I am sorry you are going through this. What you are experiencing is not uncommon. Some HOA's frankly can become a fiefdom run by one or two personalities especially if they have the support of a few strong personalities in the community or even the Management Company. With fairly benign regulation and oversight, it really comes down to how much of your emotional energy you want to spend on this to try to right the ship.

Have you told the other board members your concerns? I once reformed an HOA that had gone rogue at the hands of a very charismatic person. It worked because I laid out for them in detail the laws and By Laws we were violating and provided specific actions to get right along with the justification and benefits. Once approached that way they had no choice but to make changes. But I did not have their buy in - just their compliance. It left me emotionally spent and with strained relationships with a few people. I had no choice because as a board member I was sharing in the liability of what they were doing.

How did you come to be on the board? Did you volunteer and get elected or were you appointed?Did the other board members push for you in the absence of others stepping up?

BoardM3 (Arizona)
Posts: 27
Posted:
Thank you. I was elected in a vote by the residents. The board president 'said' they wanted somebody who was younger to bring a new perspective. It seems like when they realized my opinions dont align with theirs, things quickly changed. I have been verbally attacked via email by one member, and Ideas I promote need to be 'reviewed and approved' by the rest of the board, but they make decisions without involving me. I've recommended some really trivial ideas for improvement, and they are totally ignored. I'm afraid to post specifics here because I dont know if they are members of this forum. I know its a lot to ask but if anybody would like to see more specifics please email me [email protected].
GeorgeS21 (Florida)
Posts: 3,808
Posted:
Board,

Do you understand how Boards of Directors work - the process?

Do you know your Bylaws? Cold? They will likely very clear - about how many directors on the board, if officers must be directors, how to remove an officer and how to remove a director.

C'mon, start excerpting this stuff on the forum and we can help.
PaulJ6
Posts: 990
Posted:
Quote:
Posted By BoardM3 on 05/09/2020 8:54 AM
My board made the decision to reopen amenities without taking a vote.

Then there was no board decision, and any officer of the HOA acted without board authorization.
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By BoardM3 on 05/09/2020 11:50 AM
Thank you. I was elected in a vote by the residents. The board president 'said' they wanted somebody who was younger to bring a new perspective. It seems like when they realized my opinions dont align with theirs, things quickly changed. I have been verbally attacked via email by one member, and Ideas I promote need to be 'reviewed and approved' by the rest of the board, but they make decisions without involving me. I've recommended some really trivial ideas for improvement, and they are totally ignored. I'm afraid to post specifics here because I dont know if they are members of this forum.
BoardM3, if you start reading other threads here at hoatalk, you will see that your HOA situation is common nationwide. Over time reading here may give you strategies to cope with these folks and so help with your dismay. Always remember that, if this majority shows little chances of changing its tune, you can always resign. I think there is no dishonor in refusing to work with people who are blatantly, routinely, not following the law.
GeorgeS21 (Florida)
Posts: 3,808
Posted:
And, while Augustin would not mention this, if I faced an intransigent board acting unethically or illegally, I would ensure I knew my facts, expressed the history of the circumstance - ha - I would probably write at length - and provide a copy of my summary to everyone in the neighborhood.

It would be factual, non-emotional - and clear to anyone reading it.
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By GeorgeS21 on 05/09/2020 1:39 PM
And, while Augustin would not mention this, if I faced an intransigent board acting unethically or illegally, I would ensure I knew my facts, expressed the history of the circumstance - ha - I would probably write at length - and provide a copy of my summary to everyone in the neighborhood.

It would be factual, non-emotional - and clear to anyone reading it.
If your point is many of those new to HOA board service do not get the facts; do not study the governing documents; and so on: Yup, this is way common. As for rallying members to do something about it, via excellent communiques to all members, of course. I have seen HOAs turn around successfully twice now through such efforts.
GeorgeS21 (Florida)
Posts: 3,808
Posted:
Nah - I was just talking about how I would start becoming vindictive - and, dedicate my life to making sure as many of the Board as possible were painted with an accurate, but devastating brush.
MarkW18
Posts: 1,290
Posted:
Quote:
Posted By AugustinD on 05/09/2020 1:48 PM
Posted By GeorgeS21 on 05/09/2020 1:39 PM
And, while Augustin would not mention this, if I faced an intransigent board acting unethically or illegally, I would ensure I knew my facts, expressed the history of the circumstance - ha - I would probably write at length - and provide a copy of my summary to everyone in the neighborhood.

It would be factual, non-emotional - and clear to anyone reading it.
If your point is many of those new to HOA board service do not get the facts; do not study the governing documents; and so on: Yup, this is way common. As for rallying members to do something about it, via excellent communiques to all members, of course. I have seen HOAs turn around successfully twice now through such efforts.

Probably the three you lived in. Get it.
AugustinD
Posts: 5,144
Posted:
MarkW18, yes, this was my meaning: Two of my three HOAs turned around drastically via efforts like GeorgeS21 describes. Others here have reported using similar strategies and having similar success.
MarkW18
Posts: 1,290
Posted:
Quote:
Posted By AugustinD on 05/09/2020 2:20 PM
MarkW18, yes, this was my meaning: Two of my three HOAs turned around drastically via efforts like GeorgeS21 describes. Others here have reported using similar strategies and having similar success.

Like this?

Nah - I was just talking about how I would start becoming vindictive - and, dedicate my life to making sure as many of the Board as possible were painted with an accurate, but devastating brush.

Nope, not for me.
BoardM3 (Arizona)
Posts: 27
Posted:
Thank you all. I'm just posting to close this thread out - I appreciate your all your input. You've helped me come to this decision:

I received a call from the board President today, who bullied me and said I need to stick to my role as Secretary and only take notes at meetings. I was told it is not my role to provide community improvement ideas to the board for consideration, and to know my place. After this call, and much consideration, I've decided to resign the position. If the board was set up in such a manner that all members had a voice on important decisions, a true 1:5 voting representation, then there would be a chance for me to make positive changes. However, the President has decided to make important community decisions without the input of the board (or certain members of the board) and is actively blocking my attempts to learn about the corporation. I believe the President and friends perceive me as a threat to their power over this community because I requested a voice in some decisions that are being made. I attempted to make it clear that even if I am out-voted, that is OK, as long as I am heard. Today, the board has no defined method of determining which decisions the President can make alone, which ones require board input via email, and which need to be voted on in a public meeting. I genuinely want to make the community a better place, but I simply cannot do so with the way it is set up today. There is extraordinarily little or no positive impact I can make in this role. Instead, my goal is to find an avenue to volunteer in an environment where my input is valued.

Thank you all.
LaskaS (Texas)
Posts: 1,025
Posted:
Do not resign.

once you resign, the board will continue to do just exactly what they were doing..

If you have the time and inclination, learn your documents back and forth..

the president is full of crap,,

he's confusing, your role in a meeting,, with your role as a board member.

all board members have a right to bring up issues and add things to the agenda.
PaulJ6
Posts: 990
Posted:
Quote:
Posted By BoardM3 on 05/09/2020 8:09 PM
Thank you all. I'm just posting to close this thread out - I appreciate your all your input. You've helped me come to this decision:

I received a call from the board President today, who bullied me and said I need to stick to my role as Secretary and only take notes at meetings. I was told it is not my role to provide community improvement ideas to the board for consideration, and to know my place. After this call, and much consideration, I've decided to resign the position. If the board was set up in such a manner that all members had a voice on important decisions, a true 1:5 voting representation, then there would be a chance for me to make positive changes. However, the President has decided to make important community decisions without the input of the board (or certain members of the board) and is actively blocking my attempts to learn about the corporation. I believe the President and friends perceive me as a threat to their power over this community because I requested a voice in some decisions that are being made. I attempted to make it clear that even if I am out-voted, that is OK, as long as I am heard. Today, the board has no defined method of determining which decisions the President can make alone, which ones require board input via email, and which need to be voted on in a public meeting. I genuinely want to make the community a better place, but I simply cannot do so with the way it is set up today. There is extraordinarily little or no positive impact I can make in this role. Instead, my goal is to find an avenue to volunteer in an environment where my input is valued.

Thank you all.

Don’t resign.

Go back to the president and let the president know that your “place” is the same role as every other board member, to serve as a director and to make decisions in the best interests of the HOA and its members.

Do not give into bullying.
AugustinD
Posts: 5,144
Posted:
With a board majority that insists on keeping an idiot for a President, I think resigning is understandable. Life is too short. BoardM3, if asked why you resigned, I hope you explain that the Board was not following state law and otherwise, was not permitting you to have input.

I think I understand what CathyA3 is saying. On the one hand, new directors often do get on the board without a good handle on what the corporation is and how practically speaking it has to be managed. On the other hand, a manager and board, who appear to have been around a while, unlawfully denying the membership list of names and addresses is serious stupidity.

As for 'standing up to a bully': When the new director is not even allowed to vote, what does this mean?
GeorgeS21 (Florida)
Posts: 3,808
Posted:
Augustin,

At face value, not being able to vote as a director makes no sense.

Perhaps there is more to this?

I can't imagine this scenario, as outlined.
AugustinD
Posts: 5,144
Posted:
Quote:
Posted By GeorgeS21 on 05/10/2020 9:32 AM
At face value, not being able to vote as a director makes no sense.
Quote:
Posted By BoardM3 on 05/09/2020 8:54 AM
Are a few members of the board allowed to unilaterally run everything without internal votes, private or public meetings, or records of the decisions? Nothing is being documented (says the secretary).
Quote:
Posted By BoardM3 on 05/09/2020 9:56 AM
Theres a huge division along political party lines... its just me vs the rest of them. I know my vote wouldn't matter in this scenario, but the process today means I'm not even asked.
GeorgeS21, you say you cannot imagine this scenario. But I have seen enough reports here, and have enough experience with hostile board majorities that make up the law as they go, that I believe what the OP says above.

The OP could ultimately get legal about all this and cause some improvement. But it's a crappy way to spend the next couple of years. Plus it's not just the board majority the OP is up against. It's the membership who elected this board majority.
KellyM3 (North Carolina)
Posts: 2,239
Posted:
Why would an HOA board need to pass a resolution to institute default operational protocols if the state's executive orders allow reopenings and this particular reopening is in compliance?

It is an absolute quagmire but I don't think reflects some fatal flaw in HOA operations. When has an HOA board faced needing a proactive vote to preserve the CLOSURE of amenities duly funded by monthly HOA dues under a default standard that amenities should be available and those using the amenities are trusted, by the HOA, with responsibly using those amenities?

For the record, our pool did not open for the 2020 season by unanimous consent of our board of directors but we didn't pass a resolution to stay closed. We were all informed and offered input. If community frustration mounts, I guess we'll have to proactively react to the coronavirus mitigation policies we face.

PaulJ6
Posts: 990
Posted:
Quote:
Posted By KellyM3 on 05/10/2020 12:17 PM
Why would an HOA board need to pass a resolution to institute default operational protocols if the state's executive orders allow reopenings and this particular reopening is in compliance?

It is an absolute quagmire but I don't think reflects some fatal flaw in HOA operations. When has an HOA board faced needing a proactive vote to preserve the CLOSURE of amenities duly funded by monthly HOA dues under a default standard that amenities should be available and those using the amenities are trusted, by the HOA, with responsibly using those amenities?

For the record, our pool did not open for the 2020 season by unanimous consent of our board of directors but we didn't pass a resolution to stay closed. We were all informed and offered input. If community frustration mounts, I guess we'll have to proactively react to the coronavirus mitigation policies we face.


I'm on a board (non-HOA) that will be faced with the decision of whether or not to reopen things that are accessible to large numbers of people. We're going to carefully think about the decision and ensure that (1) our insurance will still protect us in case we re-open and (2) we are fully compliant with ALL law.

In this environment, re-opening common areas is a material HOA decision that creates risk. Material HOA decisions should be OK'd by the board. Just because the state says that you can reopen doesn't mean that you should--institutions can be sued and lose insurance protection if they re-open.
SueW6 (Michigan)
Posts: 814
Posted:
BoardM3

Was there a motion and vote required to close amenities?

Then there must be a motion and required vote to re- open them.

Do your bylaws give the president power to set policy?

BoardM3 (Arizona)
Posts: 27
Posted:
I do not know if they voted to close the amenities because I was kept out of most conversations. When I approached the president about having documentation and a vote, they snapped back at me asking "What other decisions have you been left out of?" - my reply was I do not know, because I've been left out.

Prior to closure somebody on the board decided to increase the frequency of surface cleaning each day, and I was good with that (still left out of the conversation, I found out because one of the employees told me that is what they were instructed to do). The amenities were closed as soon as the Governor locked down the state.

The president made it very clear they are tired of being yelled at by angry residents to reopen, which I absolutely agree with. I do not condone unprofessional behavior from owners either. The Pres also said as soon as the governors orders say we can reopen, we are going to reopen without a vote.
GeorgeS21 (Florida)
Posts: 3,808
Posted:
This sounds too hard.

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