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AlejgiaS (Alabama)
Posts: 7
Posted:
At the first board meeting I am voted to be one of the the "landscape" representative.
Although we had been without landscape service for 2+ weeks, only then it is decided to start selecting a new contractor. A board veteran assigned herself the job to collect bids. I offer to help, but I was told not to worry.

After few days I start asking the veteran if there was something I could do to help. She ignores all my text and calls.
Two weeks after the first meeting and with grass that had not ben mowed for over a month, the Treasurer calls an emergency meeting for the same afternoon and he emails the bids + a summary already indicating a preference.

Me and another landscape rep, ask to no avail to postpone so that we could revier the material. It becomes immediately obvious that the veteran and the treasurer had already decided, they push on us one contractor which is the only one we talk about. And the only one called for questions. Over the phone the contractor makes a lot of promises. Later I ask that the promises he made be added to the contract. I receive a lot of friction even on that, but then they cave in. Later I ask the treasures to send a copy of the contract for review. No answer.

In the next couple of days I take the time to review the bids and I find that the summary that was send had several errors, and that the best offer had been listed on the summary at a higher value making it appear more expensive. I also find out that the contractor they pushed had no web presence, no reviews, no listing anywere, a ghost. I immediately write my concerns to the whole board, and I keep asking to see the contract before it gets signed, as well as the contractor license and insurance. No response again.

The nect day the treasurer sends the signed contract and the guy starst mowing. The contract includes a couple of things that were not discussed. I raise my concerns again expecially because I suspect the contractor not to be legitimate and I believe the contract not to be valid as it was based on a vote that came from misrepresented information.

TThe annoyed Treasurer finally responds that the board officers reviewed the contract, that I did not need to be involved, and that he would send the contractors licence and insurance "at his convenience".

I would like to know on what regulations can he base claim that the directors review and decide. I checked the bylaws and there are no special powers assigned to the directors. Also am I right that the contract is not valid?
CathyA3 (Ohio)
Posts: 6,299
Posted:
Corporate governance.

If your HOA is incorporated, the directors make the decisions. They may use input from members of a committee but they are not required to do so, and the committee members do not have a vote unless they are also directors.

If you're new to this stuff, you should assume that experienced board members know a lot more than you do. If they've been getting bids for years, they likely know which of the local landscaping firms do good work and which ones should be avoided. The amount of the bid is just one factor in choosing whom to award the contract to, and may not be the deciding factor.

For example, our landscaping firm would often toss in some freebies that didn't appear on the bid, or would negotiate his stated rate downward, because we were a long-term client who paid promptly. Unexpected things can happen mid-contract, and this kind of flexibility is valuable - some landscapers simply bill you for their stated time and materials, take it or leave it. Again, this is something that experienced directors know about but committee members would not.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Quote:
Posted By CathyA3 on 07/09/2020 5:19 AM
Corporate governance.

If your HOA is incorporated, the directors make the decisions. They may use input from members of a committee but they are not required to do so, and the committee members do not have a vote unless they are also directors.

If you're new to this stuff, you should assume that experienced board members know a lot more than you do. If they've been getting bids for years, they likely know which of the local landscaping firms do good work and which ones should be avoided. The amount of the bid is just one factor in choosing whom to award the contract to, and may not be the deciding factor.

For example, our landscaping firm would often toss in some freebies that didn't appear on the bid, or would negotiate his stated rate downward, because we were a long-term client who paid promptly. Unexpected things can happen mid-contract, and this kind of flexibility is valuable - some landscapers simply bill you for their stated time and materials, take it or leave it. Again, this is something that experienced directors know about but committee members would not.

I agree. The OP needs some seasoning and also the BOD was elected to make decisions, not him/her.
AlejgiaS (Alabama)
Posts: 7
Posted:
So it is OK that the job is assignad to a ghost company, that is presented to the board with false data? And that another company that has been around for a long time and has stellar reviews on all platform, is listed in teh provided summary with a higher cost so that it would appear inconvenient? Remember that the board, that needs to be given 3 days notice for a meeting, was called to vote on few hours notice, without the time to look at the information. And that when I looked at the information I found that the summary we used to vote had mistakes and we were led to vote the worst bidder.

This landscaping looked like it has been abandoned for years. The "seasoned" diretors do not have a track record of competence.

I do not want to be the one to decide, on the contrary, I want the board to decide, not the Treasurer to impose a bad decision.

What is the course of action when directors do not act in the interest of the comunity?

BarbaraT1 (Texas)
Posts: 821
Posted:
The course of action when you feel that directors do not act in the best interest of the community is to vote them out.

I don't know what the situation is with the landscape contract, and I'm not saying anything is "okay" or not, but it is impossible to believe that your governing documents do not grant the board of directors the authority to enter into contracts on behalf of the association. Virtually every business decision is made by the board. If not them, who?

Review your Declaration of Conditions, Covenants, and Restrictions. I guarantee its in there.
CathyA3 (Ohio)
Posts: 6,299
Posted:
If you believe that the current directors are not doing a good job, then you replace them. This means either getting yourself elected to the board so that you have a say in what happens, or if people believe that the directors need to be replaced before the annual election, then you need to go through the recall process.

Both of these mean a lot of work and some legal hoops to jump through. Miss a step and the whole effort is invalid. You also need to have competent volunteers to replace the current board members, and this is where a lot of these efforts fall apart. Prepare for lots of big talk, but when it's time to step up and do the heavy lifting, everybody disappears. If you do get volunteers, the new folks may or may not be any better than what you're replacing.

Being a competent board member is a whole lot harder and a whole lot more time consuming that people who have never served on the board think that it is. Unfortunately the only surefire way to discover this is to be elected and make your own set of blunders. Training helps, but there's nothing like a painful experience to drive home the lessons. If a director doesn't wince when he thinks about some of the things he did as a newbie, then he hasn't learned anything.
AlejgiaS (Alabama)
Posts: 7
Posted:
Also I thought the board makes the decisons and that the directors are all the members of the board, not just the treasurer. I am a board director. I am confused. Which law indicates that some directors have higher decisional powers? Again I do not want to decide, I just say that the board needed to make an informed decision. What the treasurer is saying is that the officers (President, vice, treasurer and secretary) do not need to coordinate with the rest of the board of directors.
AlejgiaS (Alabama)
Posts: 7
Posted:
Quote:
Posted By AlejgiaS on 07/09/2020 8:11 AM

Sorry, I created confusion, I was voted by the members to be a director of the board and at the first directors meeting I was assigned the "landscape representation" duties.
I thought the board makes the decisons and that the directors are all the members of the board, not just the treasurer. Which law indicates that some directors have higher decisional powers? Again I do not want to decide, I just say that the whole board needed to make an informed decision. What the treasurer is saying is that the officers (President, vice, treasurer and secretary) do not need to coordinate with the rest of the board of directors.

AlejgiaS (Alabama)
Posts: 7
Posted:
Quote:
Posted By AlejgiaS on 07/09/2020 8:14 AM
Posted By AlejgiaS on 07/09/2020 8:11 AM

Sorry, I created confusion, I was voted by the members to be a director of the board and at the first directors meeting I was assigned the "landscape representation" duties. Although I was assigned by board directors to be the director with landscape dutyes, the older board directors prevented me from gatting at all involved.
I thought the board makes the decisons and that the directors are all the members of the board, not just the treasurer. Which law indicates that some directors have higher decisional powers? Again I do not want to decide, I just say that the whole board needed to make an informed decision. What the treasurer is saying is that the officers (President, vice, treasurer and secretary) do not need to coordinate with the rest of the board of directors.



CathyA3 (Ohio)
Posts: 6,299
Posted:
Quote:
Posted By AlejgiaS on 07/09/2020 8:11 AM
Also I thought the board makes the decisons and that the directors are all the members of the board, not just the treasurer. I am a board director. I am confused. Which law indicates that some directors have higher decisional powers? Again I do not want to decide, I just say that the board needed to make an informed decision. What the treasurer is saying is that the officers (President, vice, treasurer and secretary) do not need to coordinate with the rest of the board of directors.


Your treasurer is 100% wrong, and the rest of you need to push back. Every director has one vote, no one person's vote counts more than the others. All board decisions should be made with all directors voting unless a director is absent from the meeting with notice. The officer positions only describe the person's duties; eg. the President signs contracts, the VP may sign contracts if the President is unavailable, the Treasurer concentrates on finances (although all directors should review the finances in detail).

Many auditors state that the Treasurer may not sign contracts. Doing so creates a perfect opportunity for financial shenanigans, and if none of the other directors are paying close attention to the financials, they won't catch signs that something bad is going on.

Usually the bylaws will allow directors to remove someone from their officer position. This does not remove the person from the board - they still will be a director but will not hold a title such as Treasurer. The only ones who may remove a director from the board are the homeowners, either through the annual election or through a recall.

It does sound like some housecleaning is needed. If the rest of the directors are unable to push back and straighten out your misinformed treasurer and others who have been letting this slide, then it's time to remove the bad actors from the board. Be sure that you have all of your facts in order, and get ready to educate your fellow homeowners. Hopefully enough of them will care about this stuff to elect some better directors.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Being an Officer does not mean you make the decisions. The entire BOD votes and goes at the vote goes. All Officers do is sign contracts the BOD agrees to put in place.
AlejgiaS (Alabama)
Posts: 7
Posted:
Great you agree then. The treasurer cannot make the decison by himself nor with a ristrected number of people. The bord must, and must do it based on objective, undoctored information. This did not happen. You seem to insist that I want to make the decision by myself, when it is the opposite.
AlejgiaS (Alabama)
Posts: 7
Posted:
Quote:
Posted By AlejgiaS on 07/09/2020 10:15 AM
Great you agree then. The treasurer cannot make the decison by himself nor with a ristrected number of people. The bord must, and must do it based on objective, undoctored information. This did not happen.

SueW6 (Michigan)
Posts: 814
Posted:

You have discovered something about your board’s behavior. “ Committees” are really phantom entities and their role is disregarded. Decisions are being made by one or two people.

So . . . Don’t let yourself be on a committee again - unless you are very satisfied about your role and get a description of the assigned task.

Watch how other decisions are being made by this board. It sounds like a lot of micro-managing going on behind the scenes and the landscaping “Committee “ Was never going to be able to function, be listened to, or have any functionality anyway.
CathyA3 (Ohio)
Posts: 6,299
Posted:
Quote:
Posted By SueW6 on 07/10/2020 4:23 AM

You have discovered something about your board’s behavior. “ Committees” are really phantom entities and their role is disregarded. Decisions are being made by one or two people.

So . . . Don’t let yourself be on a committee again - unless you are very satisfied about your role and get a description of the assigned task.

Watch how other decisions are being made by this board. It sounds like a lot of micro-managing going on behind the scenes and the landscaping “Committee “ Was never going to be able to function, be listened to, or have any functionality anyway.

Committees are always advisory only, they never have decision-making authority - so that's not alarming in itself. It's always a problem if some board members are being excluded from being informed about what's going on and voting on decisions, which it sounds like is happening here.

Based on what I've heard from other board members, committees are a mixed bag. If managed properly they can be very helpful; for instance, a finance committee that has financial expertise that the board may lack. On the other hand, they can also be a waste of time and actually harmful - such as when non-director homeowners believe that being on a committee gives them the same authority as the board, or when the committee deliberately exceeds the scope of its charter. It all depends on the individuals involved and what it required by the community's governing docs.

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