Director showing bias between residents

Has anyone had experience with a director that shows their bias? I am a director and board executive; another director has bent the rules when it comes to residents that are his supposed friends while being inflexible or suggesting punitive actions against those that are not his friends.

We had a recent incident at a clubhouse gathering which the director was present. He told or suggested that a resident leave while a former resident who was causing the issue was not asked to leave. He identified the former resident as a friend. The excuse for non-action by the director was he was "not wearing his director hat that night.

This was brought to the board and afterwards the other director asked for all the emails I received when I asked the residents for their accounting of the incident. When I told him I would not share those without asking the sender fr their permission he stated that he would get them himself as they were all close friends except for one resident whom he added a mild derogatory description.

In my opinion, this director showed his bias in this email that went to 2 board members and as part of the HOA record puts the HOA in some legal jeopardy should any opinion, vote or business with any of these residents not be completely objective and fair.

Would be appreciated if othes could comment as I feel this must be dealt with to avoid a potential legal problem but I also don't want to over react.

During this same board meeting we did have to explain about the proper behavior a director needs to maintain with residents, vendors and especially volunteers. He has a pattern of not understanding limitations, especially if he can do something to win favor with residents. Our by-laws allow for the removal of an officer without cause or notice, which I have discussed with the other directors. So we have a potential remedy and given this recent show of bias I wanted to better understand how others might view this before suggesting we remove him.

Appreciate your input

Shelia, my understanding is that some bylaws and states allow removal of board members by board vote - can't put my fingers on where I saw this, though.

To the OP - this sounds like politics. IMO a director witnessing an altercation is obviously not directly acting as a board member - unless it is a board meeting, or some official meeting.

If you wanna get rid of the guy, post what your Bylaws say about removal of a director - you'll get more informed advice that way.

Appreciate the comments. To clarify, our covenants do allow for removal of an officer without cause or notice. This individual is the HOA VP. It would take a vote to remove a director which is not being considered at this time.

My concern is that by stating his bias in an email to two other HOA executives and that email possibly could be considered board business and open to members that it has created some legal jeopardy, his votes or actions could be questioned as being biased.

Both our convenants and NC law require us to apply rules and actions equally to all home owners. He has already shown some bias in his attitude toward some residents and bending the rules for some others; nothing significant thus far, not something that could be well documented but a pattern.

I am concerned his email has put us in a corner, perhaps a written warning would suffice. I personally feel he should not be permitted to vote or be involved with any residents that he signaled his bias toward in the email so any decisions going forward could not be challenged and we show the board took action to prevent bias.

Again, appreciate the feedback. This director has caused a number of issues but an over reaction is not good for the community

Thanks

No, the board can remove an officer with a simple majority vote by the board but he would remain a director. A 66 2/3 % vote by the community is needed to remove a director, he would have voting rights but his oversight of HOA activities would be reduced to next to nothing. He has caused some additional issues and would be advised to resign as it would be best for everyone.

I should mention that the majority homeowner is a national builder. The declarant turned over the community to the owners last year and this builder purchased most of the undeveloped lots. They have 3 seats on the board while the community has 2.

Thanks for responding

It is a little confusing as the community has had 4 declarants, all but one went bankrupt and one went to jail. All before my time and never disclosed before we bought a home.

Currently we have no declarant, the builder purchased the undeveloped lots and became the majority voter through that purchase. They've been good partners and will be out of here by next year. They were in favor of removing him as an officer but we collectively decided it would be best to have a formal discussion with him during a working sessions of the board last week and see if he would change his behavior.

Apparently this director (also a resident) did not like what was said during the board meeting and in the email sent the following day is where he displayed his bias regarding other residents involved at an incident. I feel this puts any vote he has cast or any decision he was a part of into some jeopardy.

It is understood that as a resident directors can have friends and not like some other residents. The open display of bias to other board members is the main concern

Thanks

I really don't know, but it does not seem to see that a director's email remarks criticizing an owner to two other directors can jeopardize the whole Board. How many are on your board, btw. If three are not a quorum, it is not Board "business."

Even if three are a quorum in your HOA, what is the concern? Defamation? I have to say, I'm a little lost.

I'm also puzzled about why you emailed some residents for their accounting of the clubhouse incident? Did the rest of the Boar ask you to email them? Sorry I'm kinda dense here.

Seems a little extreme to seek to remove him as an Officer after what seem like a couple of minor situations. If you do try and remove him as an Officer, that's all the Board can do on their own, but it won't remove him as a Board Member . . . where he will still be a decision-maker.

I suggest just calling him out on his actions and request that he be unbiased in his actions and decision-making. You could threaten further action if he continues doing what he is doing. But when it comes to decision-making, all things are a Board decision. Other Board Members' votes should be able to easily defeat his vote (if it is contrary to what is proper), thus negating his position on decisions.

But if what he is doing is continually putting things into a precarious position, then you can work to remove him from his Officer position, and then from the Board completely.