Entrenched board

Started by LouH1 • 18 replies • 626 views

💬 Join us to post & get advice from 50,000 HOA & Condo leaders.

⚡ Takes 30 seconds

Already a member? Log in

LouH1 (Michigan)
Posts: 214

Posted:

We have an entrenched board, does nothing, secretive, non transparent people have been there 14-22 years. I am new and want to change things a bit, but can see it will not be easy, if not impossible. I call homeowners to hear what they think of the community and board and what suggestions they might have etc. I get people who are thrilled I have taken the time to call and don't even know who the board members are and are happy and interesting to hear what is happening. I am talking to the community and the board very much dislikes me doing this. I have emailed many members and told them what is, basically NOT happening, with discretion and not use of names. Because the board has been doing things the way they want to for so long, that is, not listening to anyone, calling members names, ignoring complaints, with questionable conflicts of interest, stopped newsletters, let the website lapse for years, ignored landscaping etc. I have been told that I cannot email the community as a whole about anything anymore. They all agreed with this action and said at one point, I could not even call and talk with members of the community and I said I might have to speak with an attorney about that and they backed down slightly. I am not telling untruths, but saying what I, as a board member think (using the disclaimer that I am not representing the board with my views, that they can speak with other members about how they fell about the issues. I want to hear what the members of the community think and want in their neighborhood, after all I was elected by the community to make decisions and work for the good of the members. Yeah right.....looks impossible.

I fell like my hands have been tied and I cannot do much of anything. There are two bullies on the board and one wimp who always vote together again me and usually another woman who isn't dependable or consistent in her views). I am trying to change the dynamics of the board, but wonder what you would suggest I do. I have a survey I would like to present to the community asking how they feel about bylaws and what they think we as a board should do. I know at least 2 board members would absolutely have a fit if I sent this survey around as it addresses bylaws they themselves have violated. I wonder about my freedom of speech, but am not sure what I should do and need someone with some experience to either tell me it's a lost cause, or give me some encouragement and support and say what I am doing is ok and right. What suggestions do you have for me? I am alone......but have probably 20 community members who are supportive of my efforts. No where in the bylaws does it say I cannot speak by email to the community in a factual, honest way about what is happening. The board is afraid of the truth coming out and then they won't be able to continue their years of control with self benefit. But with no one knowing what is going on to even think about caring about it.....it seems hopeless.

thank you for your kind help in this matter.

TimB4 (Tennessee)
Posts: 21,059

Posted:

All you can do is continue to educate the membership and hope that others will step up to serve as you have done.

It took me three years to educate the members to what was happening.
It can be done.
It takes time.

LouH1 (Michigan)
Posts: 214

Posted:

Can I continue to communicate with the community through email? What authority do they have to tell me I can't t
Use email to talk with our neighbors?

SheliaH (Indiana)
Posts: 6,964

Posted:

What Tim said. Your first paragraph basically explains why your community is the way it is and the board (the rest of them anyway) feel they can do what they want. No one's stopping them, so why not? Nothing will change unless and until the HOMEOWNERS decide enough is enough.

When it comes to emails, you DO have to tread carefully. You're on the board and it's easy for someone to get an email and think you're speaking on behalf of all of them, even though you aren't. Some people may balk at you sending them something via email, considering it junk mail, an invasion of privacy, etc. It's best to talk to your board colleagues first - one way to get something done is to send a survey by email. I think it;s a good idea, so go ahead and speak up, even if the bullies balk.

Simply tell them it's a good way to get a feel for what people are concerned about in the community. It doesn't mean they're incompetent, but there could be other reasons why no one complains - maybe they don't know where or how, or are afraid of repercussions. With a survey, you don't know who said what and people can be candid. You can even use something like Survey Monkey to collect opinions.

You say there are about 20 people in the community who seem to like what you're trying to do - start by encouraging them to come to the meetings to see and listen for themselves. It's one thing to blow you off, but 20 people can be a significant number and they can't necessarily ignore them. If those 20 people take a listen and don't like what they see, they may encourage other people to start paying attention and as those numbers grow, the other board members will either respond or find themselves voted out.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

LouH1 (Michigan)
Posts: 214

Posted:

Thanks so much, Tim. The problem is they would say no to any survey I might want to send out and they have all ready told me I can't send anything to all the homeowners by email. I have been careful to clarify I am not representing the entire board with my comments and remarks and am careful to not identify anyone in particular. I have just stated that we were having a meeting and described the agenda which filled the room up and made my fellow directors very unhappy with me. The community has to find out what is happening and I am determined. I think it is not illegal what I am doing and that they are continuing their intimidation and bullying behavior to make me do nothing and shut up. I want to continue emailing and verbally talking with my neighbors, do you think this a good plan? I understand the repercussions, they have tried to kick me off the board and know they could never get 50% of the homeowners to vote me off. As I said, many like what I am doing. It is not easy and very stressful and I won't continue much longer, but I am determined to try my best to effect some change. Thank you for your help.

LouH1 (Michigan)
Posts: 214

Posted:

Virginia,

Were you alone in this endeavor? I am. In what ways did you connect? Were you on the board all that time. Tell me what you did, please. Thank you.

AugustinD
Posts: 5,144

Posted:

Quote:

Posted By LouH1 on 08/29/2020 7:11 PM
I have been told that I cannot email the community as a whole about anything anymore. They all agreed with this action and said at one point, I could not even call and talk with members of the community and I said I might have to speak with an attorney about that and they backed down slightly.

Is this a condominium?

Your HOA/condo is undoubtedly also a nonprofit corporation. The Michigan Nonprofit Corporation Act applies. The latter statute requires the HOA/condo to provide you with the names and addresses of all members. The purpose of this section of the statute is so that members may in fact contact other members.

You have a legal right to contact any member of your condo/hoa. If you have email addies, use them. Any competent HOA/condo attorney will tell you that your best chances of changing things, as quickly as possible and at the lowest cost possible, is to find other members who think like you and want to be on the board. Do everything you can to campaign and get them elected.

The alternative is to start sending demand letters (which have some legal force) and then, as needed, go to court. But one, it takes a lot of education to understand how to write a demand letter. Two the cost of an attorney is prohibitive. Three, for a HOA/condo in a situation like LouH1 describes, such an effort typically takes a few years of persistence to cause meaningful change. Expect retaliation. Expect the board to use the HOA attorney (for which all the members pay) to attack and humiliate you with lies.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By LouH1 on 08/30/2020 12:38 AM
Virginia,

Were you alone in this endeavor? I am. In what ways did you connect? Were you on the board all that time. Tell me what you did, please. Thank you.

Do you mean Tim?

LouH1 (Michigan)
Posts: 214

Posted:

TimB4, you said Virginia. But your response was very applicable to my situation. I am the newest board member. The rest have been there far too long so their adherence to by-laws and proper procedures have long disappeared. I am reaching out to the community. Mostly just asking questions about their concerns or if they have questions. I answer any questions truthfully. They do not like me "talking" to the homeowners and are trying to shut me up.....I consistently say I was elected to the board to represent the community and to support the by-laws as written. They are not happy with me.

LouH1 (Michigan)
Posts: 214

Posted:

AugustinD, Thank you so much, perfect. Yes, condo (villa) corp. I received the email community addresses from the Association manager. There were no stipulations either in the by-laws or written that I was made aware of pertaining to its use in the community. The Treasurer has used the list to speak with the membership in the past. So I think I am legally and ethically within my bounds using them, as you have said. Just an FYI: I have 3 potential members who have agreed to run for 2 open seats which will change the board composition. Can I present these potential new members through this email? Should I ask the homeowners through the email if they want me to continue to speak to them through this medium as some may not,I don't know. What is your recommendation? A member told me in the past that their emails were, at one time on the website. Our website had not been updated for years. It is an entrenched, secretive, non-active, non-compliant with procedure or by-law board. Again thank you for your support.

GeorgeS21 (Florida)
Posts: 3,808

Posted:

Lou,

You need to tone down the emotional content of your writing.

If you present this way to your constituents, some may find it shrill and believe you are not connecting with the Board and that is the reason for the outpouring of emotion.

Consider presenting circumstances in a factual manner, with clear and concise points, without name calling, without use words like "entrenched," "secretive," "bullies," "freedom of speech," etc.

Anything you send to the community should note in the first sentence that the communication is as a homeowner/property owner, and it should be clear throughout that you are not representing the Board of Directors in any way.

Before you send anything out, have someone spell and grammar check your communications - everything counts and is graded in these circumstances.

AugustinD
Posts: 5,144

Posted:

Quote:

Posted By LouH1 on 08/31/2020 7:04 AM
I received the email community addresses from the Association manager. There were no stipulations either in the by-laws or written that I was made aware of pertaining to its use in the community.

Correct. For what it is worth, and I hope this is not condescending, you are on the right track to how to think, legally, about these issues.

Quote:

Posted By LouH1 on 08/31/2020 7:04 AM
The Treasurer has used the list to speak with the membership in the past. So I think I am legally and ethically within my bounds using them, as you have said.

Not only within your bounds. In my opinion you are legally and ethically 100% obliged to help ensure the board is complying with the Michigan Condominium Act and all other law. If the board is not, for example, having the statutorily required annual CPA audit/review, then as I noted in the other thread, this is extremely serious. It holds pretty much the entire board out to liability. And I do mean liability that the condo's insurer may very well not cover, since the board's actions may be willful and wanton.

Quote:

Posted By LouH1 on 08/31/2020 7:04 AM
I have 3 potential members who have agreed to run for 2 open seats which will change the board composition. Can I present these potential new members through this email?

This is one of the biggest reasons that nationwide, corporation statutes require that the names and addresses of all owners be available to all owners. You can and should present these candidates to the other owners via email. Just bear in mind that too many emails from you will result in people ignoring your messages. As you suggested, I think it would be prudent to ask if anyone no longer wishes to receive emails from you, and then make sure they no longer receive emails from you.

FWIW, try to write in bullet points, large font, one half of one page. People will not care about the details (and will not read the details) as much as the big concerns.

About how many owners does your condo have?

Do consider gathering proxies, pursuant to what your Bylaws and the state statutes say. Proxies are one of the leading ways that disgruntled owners throw out a corrupt board. Of course, the entrenched board members will start their own campaign.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Proper use of Proxies control many Annual Meetings and elections. Remember the latest dated Proxy overrides all earlier proxies from the same person. Easy enough to make a Proxy Form. Search around out here. Plenty of examples.

LouH1 (Michigan)
Posts: 214

Posted:

GeorgeS21 Yes! Thank you so much, I agree and appreciate your helpful post. It is good for me to remember all that you have said. I have a husband who thinks along the same lines you do and always rereads whatever I write and tones it down as well as corrects any typos etc. I appreciate your reply. Thanks

LouH1 (Michigan)
Posts: 214

Posted:

An annual meeting "kit" i mailed out before our annual meeting, including proxies. They use a different form, I am told each year. So I must wait, I guess, yes/ But wondering, would any proxie work, I don't think legally they can just allow their own, but am not sure of this. Thank you.

AugustinD
Posts: 5,144

Posted:

Quote:

Posted By LouH1 on 08/31/2020 9:59 AM
An annual meeting "kit" i mailed out before our annual meeting, including proxies. They use a different form, I am told each year. So I must wait, I guess, yes/ But wondering, would any proxie work, I don't think legally they can just allow their own, but am not sure of this.

You need to check what the requirements, if any, are in your Bylaws; the Michigan Condo Act; and the Michigan Nonprofit Corporation Act;

The Michigan Condo Act is silent on the subject of proxies. See http://www.legislature.mi.gov/documents/mcl/pdf/mcl-Act-59-of-1978.pdf

The Michigan Nonprofit Corporation Act has some restrictions. See https://www.legislature.mi.gov/documents/mcl/pdf/mcl-Act-162-of-1982.pdf . Here is what I found:

-- "If the articles of incorporation or bylaws authorize use of proxies, an
individual may not vote more than 5 proxies at any meeting."

-- Review also section 450.2421 . It has some information to keep in mind, maybe especially about electronic transmission of proxies.

Else comply exactly with what the Bylaws say about the form of the proxy. If the board adds any other requirements, then these requirements are not lawful, despite what common sense states. E.g. if the Bylaws say nothing about notarizing the proxy, then for the board to require notarizing would be an unlawful act.

The Board cannot prohibit proxies that are not of the Board's design. But less conflict may arise if you follow the Board's format for proxies.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Lou

Aug offers good advice and I might add:

It would be wise to have an attorney draw up a Proxy for you to use. That said, you could copy the BOD's Proxy. Typically a BOD's Proxy assigns the Proxy to the BOD. Yours will have to assign the Proxy to the holder as in to the person submitting and voting the Proxy.

Be careful about the no more than 5 Proxies per one person. Not true in all states.

As I said the latest dated Proxy rules. If presented with two Proxies from one owner, the latest dated on is the valid one. Be careful here. Be sure the Proxy givers signs and dates the Proxy.

Entrenched/controlling BOD's will often try to find ways to invalidate a Proxy. Best to have you own legal advisor (attorney) at the meeting to dispute false BOD claims. Have those that think like you to each put up some money to build a "war chest" to pay fr an attorney.

I love Proxies but they can be misunderstood and misused. Got to be careful with them.

TimB4 (Tennessee)
Posts: 21,059

Posted:

I took the time and educated the membership via newsletters.

I would attend board meetings and report on them.
I would reference the governing documents and applicable statutes showing how they were or were not followed.
I was always respectful of the board and the fact that they volunteered.
I provided ways for members to verify what I was saying.
I did not embellish - simply stated the facts.

NOTE: Doing a news letter can open you up to legal action if it is done improperly

If you don't know what you are doing and the laws relating to defamation in your area, don't do a newsletter.

Prior to doing any attempt at educating the membership, one needs to educate themselves about their governing documents, applicable laws and what the board is actually trying to do. This is done by research and attending board meetings.

I also took the time and volunteered where I could (sometimes it was accepted, sometimes it was not).
I petitioned the board for changes in the bylaws - I used the soliciting of signatures to meet my fellow residents and talk to them in person. I learned a lot by doing this.

🎯 You've read this entire discussion

Join the conversation with 50,000 HOA & Condo Leaders:

✓ Ask follow-up questions
✓ Share your experience
✓ Get expert advice
✓ Access 350,000 discussions

Create Free Account →

⚡ Takes 30 seconds

Already a member? Log in here