PaulL12 (California)
Posts: 116
Posts: 116
Posted:
I am a board member at an HOA in California. Can a board member query a vendor about their work or services without getting approval of the rest of the board?
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Board member contacting vendor
Started by PaulL12 • 25 replies • 1600 views
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JohnC46 (South Carolina)
Posts: 14,265
Posts: 14,265
Posted:
Can they? Yes. Should they? Not without permission of the BOD. You all needed a united front when it comes to vendors.
AugustinD
Posts: 3,698
Posts: 3,698
Posted:
PaulL12, depending on how the director presents him- or herself to the vendor, it's not like this would necessarily be a violation of fiduciary duty; the Bylaws; or statutes. Still, problems may arise by reaching out to vendors. Such as:
-- The vendor may be confused about whether you officially represent the HOA or not.
-- The Board may feel you are acting outside of your authority.
-- Some vendors become very angry if an HOA does not reach out to them along with others to whom the HOA has reached out.
-- Competitive bidding may be undermined, with, say, you giving information to a vendor that other vendors did not have.
If I were on your Board, I may or may not object to your action. It would depend.
I think this uncertainty about how the Board might respond argues that it is best to get approval from the Board before reaching out to vendors while a director.
-- The vendor may be confused about whether you officially represent the HOA or not.
-- The Board may feel you are acting outside of your authority.
-- Some vendors become very angry if an HOA does not reach out to them along with others to whom the HOA has reached out.
-- Competitive bidding may be undermined, with, say, you giving information to a vendor that other vendors did not have.
If I were on your Board, I may or may not object to your action. It would depend.
I think this uncertainty about how the Board might respond argues that it is best to get approval from the Board before reaching out to vendors while a director.
MarkM19 (Texas)
Posts: 1,459
Posts: 1,459
Posted:
Paul,
As the President of our board I did just what you are speaking about this last week. We received an email from our PM that said that a Leak was detected in our Large Pool. As many may not be aware Texas had a severe Winter storm that had our Temps below Zero for several long days. We had water pipes break in all of our pool buildings, pump room and restrooms. These building are not insulated as they are concrete block buildings. We had all of that repaired but wondered what have we missed. Now that our temps are pushing the 100 degree mark our Pool maintenance company has noticed a significant drop in the water levels over and above the average evaporation in previous years. Our Auto Fill water system is not able to keep up any longer. We are now filling the pool every night with an additional hose for 12 hours a evening. He is requesting a Leak detection company to run cameras done our main filter lines to fine the fault.
The details that our manager provided was a little short on details and I have a good relationship with our vendor for the last 3 years. I called him to get his take on the situation so I could relay from his words to my board effectively. I personally think this was the best way to get the information and pass it on to the board. As always I say every time that I am not the board just 1 of our 5 members and we will vote to see what the majority decides.
As the President of our board I did just what you are speaking about this last week. We received an email from our PM that said that a Leak was detected in our Large Pool. As many may not be aware Texas had a severe Winter storm that had our Temps below Zero for several long days. We had water pipes break in all of our pool buildings, pump room and restrooms. These building are not insulated as they are concrete block buildings. We had all of that repaired but wondered what have we missed. Now that our temps are pushing the 100 degree mark our Pool maintenance company has noticed a significant drop in the water levels over and above the average evaporation in previous years. Our Auto Fill water system is not able to keep up any longer. We are now filling the pool every night with an additional hose for 12 hours a evening. He is requesting a Leak detection company to run cameras done our main filter lines to fine the fault.
The details that our manager provided was a little short on details and I have a good relationship with our vendor for the last 3 years. I called him to get his take on the situation so I could relay from his words to my board effectively. I personally think this was the best way to get the information and pass it on to the board. As always I say every time that I am not the board just 1 of our 5 members and we will vote to see what the majority decides.
MaxB4
Posts: 3,513
Posts: 3,513
Posted:
This boils down to the differences between officers and directors.
Directors, as a group, make decisions on behalf the association.
Officers, as defined in Bylaws are charged with specific tasks, which may or may not hold true when a management company is involved. Secretaries generally will not take minutes or be the keeper of the records, treasurers don't handle the finances of the association.
Presidents on the other hand will generally have more responsibilities bestowed upon them via the Bylaws. After all, the Bylaws will generally state that the president is the CEO of the organization with the same rights and same roles as that of a corporation president.
Presidents will sign all contracts, generally be the liaison with the management company, vendors and legal counsel (once a board has authorized action). Presidents do represent the association, that is the power of the title. Anyone director can lobby for that position.
But, final say of the go-ahead of any project still lies with a majority vote of the elected (or appointed) directors. To stop disputes at the pass, many management contracts, including mine, will have such language.
Directors, as a group, make decisions on behalf the association.
Officers, as defined in Bylaws are charged with specific tasks, which may or may not hold true when a management company is involved. Secretaries generally will not take minutes or be the keeper of the records, treasurers don't handle the finances of the association.
Presidents on the other hand will generally have more responsibilities bestowed upon them via the Bylaws. After all, the Bylaws will generally state that the president is the CEO of the organization with the same rights and same roles as that of a corporation president.
Presidents will sign all contracts, generally be the liaison with the management company, vendors and legal counsel (once a board has authorized action). Presidents do represent the association, that is the power of the title. Anyone director can lobby for that position.
But, final say of the go-ahead of any project still lies with a majority vote of the elected (or appointed) directors. To stop disputes at the pass, many management contracts, including mine, will have such language.
PaulL12 (California)
Posts: 116
Posts: 116
Posted:
Quote:
Posted By MarkM19 on 06/27/2021 11:20 AM
Paul,
As the President of our board I did just what you are speaking about this last week. We received an email from our PM that said that a Leak was detected in our Large Pool. As many may not be aware Texas had a severe Winter storm that had our Temps below Zero for several long days. We had water pipes break in all of our pool buildings, pump room and restrooms. These building are not insulated as they are concrete block buildings. We had all of that repaired but wondered what have we missed. Now that our temps are pushing the 100 degree mark our Pool maintenance company has noticed a significant drop in the water levels over and above the average evaporation in previous years. Our Auto Fill water system is not able to keep up any longer. We are now filling the pool every night with an additional hose for 12 hours a evening. He is requesting a Leak detection company to run cameras done our main filter lines to fine the fault.
The details that our manager provided was a little short on details and I have a good relationship with our vendor for the last 3 years. I called him to get his take on the situation so I could relay from his words to my board effectively. I personally think this was the best way to get the information and pass it on to the board. As always I say every time that I am not the board just 1 of our 5 members and we will vote to see what the majority decides.
Paul,
As the President of our board I did just what you are speaking about this last week. We received an email from our PM that said that a Leak was detected in our Large Pool. As many may not be aware Texas had a severe Winter storm that had our Temps below Zero for several long days. We had water pipes break in all of our pool buildings, pump room and restrooms. These building are not insulated as they are concrete block buildings. We had all of that repaired but wondered what have we missed. Now that our temps are pushing the 100 degree mark our Pool maintenance company has noticed a significant drop in the water levels over and above the average evaporation in previous years. Our Auto Fill water system is not able to keep up any longer. We are now filling the pool every night with an additional hose for 12 hours a evening. He is requesting a Leak detection company to run cameras done our main filter lines to fine the fault.
The details that our manager provided was a little short on details and I have a good relationship with our vendor for the last 3 years. I called him to get his take on the situation so I could relay from his words to my board effectively. I personally think this was the best way to get the information and pass it on to the board. As always I say every time that I am not the board just 1 of our 5 members and we will vote to see what the majority decides.
Thanks for sharing this. If prior to you contacting this vendor, one of your board members contacted regarding this same matter, would you have found that acceptable?
MelissaP1 (Alabama)
Posts: 13,836
Posts: 13,836
Posted:
There should be one approved board member whom contacts the vendor on the HOA's behalf. It reduces confusion, costs, and time. If there is an issue with a vendor a regular member should bring it up the the board. The board decides if it's a vendor issue and what resolution they may want. It's NOT the member's solution but the board solution for the HOA.
So if you want to contact them, then go to the board, ask for permission or be the POC to do so. Not letting them know any information doesn't bold well on anyone.
So if you want to contact them, then go to the board, ask for permission or be the POC to do so. Not letting them know any information doesn't bold well on anyone.
Former HOA President
MarkM19 (Texas)
Posts: 1,459
Posts: 1,459
Posted:
Paul,
The way I have always handled these issues is if I make the call to the vendor I try to immediately send a note recapping the call details so we as a board are all informed. I guess if someone had additional questions for the same vendor I would not stand in their way. It would be my hope that they would communicate the additional findings with the Team.
We recently had some playground improvements going out for bids. As a retired person with my youngest son being 23 years of age I have no understanding of what additions or modifications would be best. Our board gave our Treasurer who has 2 young children the lead and he worked with our PM and vendors to get the quotes we needed at the budget we set for the contract.
The way I have always handled these issues is if I make the call to the vendor I try to immediately send a note recapping the call details so we as a board are all informed. I guess if someone had additional questions for the same vendor I would not stand in their way. It would be my hope that they would communicate the additional findings with the Team.
We recently had some playground improvements going out for bids. As a retired person with my youngest son being 23 years of age I have no understanding of what additions or modifications would be best. Our board gave our Treasurer who has 2 young children the lead and he worked with our PM and vendors to get the quotes we needed at the budget we set for the contract.
AugustinD
Posts: 3,698
Posts: 3,698
Posted:
Quote:
Posted By MaxB4 on 06/27/2021 12:28 PM
Presidents on the other hand will generally have more responsibilities bestowed upon them via the Bylaws. After all, the Bylaws will generally state that the president is the CEO of the organization with the same rights and same roles as that of a corporation president.
Presidents on the other hand will generally have more responsibilities bestowed upon them via the Bylaws. After all, the Bylaws will generally state that the president is the CEO of the organization with the same rights and same roles as that of a corporation president.
MaxB4
Posts: 3,513
Posts: 3,513
Posted:
Quote:
Posted By AugustinD on 06/27/2021 1:16 PM
I have read many sets of Bylaws and have never seen one say that the President is the CEO with the same rights as that of a corporation president. Nor have I seen any state's corporation statute say this. Posted By MaxB4 on 06/27/2021 12:28 PM
Presidents on the other hand will generally have more responsibilities bestowed upon them via the Bylaws. After all, the Bylaws will generally state that the president is the CEO of the organization with the same rights and same roles as that of a corporation president.
Presidents on the other hand will generally have more responsibilities bestowed upon them via the Bylaws. After all, the Bylaws will generally state that the president is the CEO of the organization with the same rights and same roles as that of a corporation president.
This is language used in many HOA built by KB Homes.
Section 7.6 President. The President shall be the chief executive officer of the Association, and subject to the control of the Board, shall have general supervision, direction and control of the business and officers of the Association. He shall preside at all meetings of the Members and at all meetings of the Board. He shall be ex officio a Member of all standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board or by the Bylaws. The president shall sign all leases, mortgages, deeds and other written instruments and shall co-sign all checks and promissory notes of the Association.
MaxB4
Posts: 3,513
Posts: 3,513
Posted:
https://www.davis-stirling.com/HOME/Duties-of-President
https://www.davis-stirling.com/HOME/Statutes/Corp-Code-7213
https://www.davis-stirling.com/HOME/Statutes/Corp-Code-7213
AugustinD
Posts: 3,698
Posts: 3,698
Posted:
One example of xyz does not mean everything is xyz. This is a fifth grade lesson that you appear to have missed. You pull this bs -- of generalizing from one or a few examples, insisting everything is like these one or a few examples -- so frequently that I think your middle names should be "Faulty Reasoning."
AugustinD
Posts: 3,698
Posts: 3,698
Posted:
Quote:
Posted By MaxB4 on 06/27/2021 1:38 PM
https://www.davis-stirling.com/HOME/Duties-of-President
https://www.davis-stirling.com/HOME/Statutes/Corp-Code-7213
https://www.davis-stirling.com/HOME/Duties-of-President
https://www.davis-stirling.com/HOME/Statutes/Corp-Code-7213
http://www.leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0617/0617.html
https://statutes.capitol.texas.gov/Docs/BO/htm/BO.22.htm
You sit there posting junk and asserting it applies to all states, then prove yourself wrong.
MaxB4
Posts: 3,513
Posts: 3,513
Posted:
Quote:
Posted By AugustinD on 06/27/2021 1:59 PM
Uh huh. And here are two states' corporation statutes that have no language about "chief executive officer": Posted By MaxB4 on 06/27/2021 1:38 PM
https://www.davis-stirling.com/HOME/Duties-of-President
https://www.davis-stirling.com/HOME/Statutes/Corp-Code-7213
https://www.davis-stirling.com/HOME/Duties-of-President
https://www.davis-stirling.com/HOME/Statutes/Corp-Code-7213
http://www.leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0617/0617.html
https://statutes.capitol.texas.gov/Docs/BO/htm/BO.22.htm
You sit there posting junk and asserting it applies to all states, then prove yourself wrong.
No actually Bozo, being the poster is from California, I posted relevant information for the Bylaws of a California HOA, the Corporation Code of California and the language on the website of a California attorney.
You posted garbage from Texas and Florida, while the question came from California.
AugustinD
Posts: 3,698
Posts: 3,698
Posted:
I am glad we got straight that you meant yada yada whatever applies to California and not necessarily other states.
KerryL1 (California)
Posts: 14,550
Posts: 14,550
Posted:
Our Bylaws are similar to to the ones Max cited. Max maybe should have placed in BOLD, the following: "subject to the control of the Board," AND other powers & duties "as may be prescribed by the Board." Boards govern HOAs, not presidents. Boards may remove presidents from office without cause further showing the potential power & authority of the Board.
Another section of our Bylaws, and probably of the one Max cites, says the Board may delegate a lot of activities to management, Especially "supervision," which our HOA has done. For this reason, our prez does not try to supervise or direct our current vendors or the latters' daily on-premises employees.
In addition, while the prez and other officers (in our bylaws) may sign checks, ONLY the Board may approve contracts.
I just asked our prez & our PM if I may pick up the lead in getting information from two vendors and other PMs for an agenda item of mine that the Board approved. Our PM has actually been way too busy to follow the Board's directive on this matter. I just got email approval from the Prez and expectt o get the OK from our PM too. I agree with others that directors should not approach vendors or potential vendors without authorization.
Another section of our Bylaws, and probably of the one Max cites, says the Board may delegate a lot of activities to management, Especially "supervision," which our HOA has done. For this reason, our prez does not try to supervise or direct our current vendors or the latters' daily on-premises employees.
In addition, while the prez and other officers (in our bylaws) may sign checks, ONLY the Board may approve contracts.
I just asked our prez & our PM if I may pick up the lead in getting information from two vendors and other PMs for an agenda item of mine that the Board approved. Our PM has actually been way too busy to follow the Board's directive on this matter. I just got email approval from the Prez and expectt o get the OK from our PM too. I agree with others that directors should not approach vendors or potential vendors without authorization.
MaxB4
Posts: 3,513
Posts: 3,513
Posted:
Quote:
Posted By AugustinD on 06/27/2021 2:14 PM
I am glad we got straight that you meant yada yada whatever applies to California and not necessarily other states.
I am glad we got straight that you meant yada yada whatever applies to California and not necessarily other states.
Exactly where did I state that the information, specifically California, was for ALL states?
AugustinD
Posts: 3,698
Posts: 3,698
Posted:
Quote:
Posted By MaxB4 on 06/27/2021 2:22 PM
Exactly where did I state that the information, specifically California, was for ALL states?
Exactly where did I state that the information, specifically California, was for ALL states?
Quit generalizing. Write with care.
MarkM19 (Texas)
Posts: 1,459
Posts: 1,459
Posted:
Kerry,
Just for the record and using personal board experience as my guide. Not all PMs are capable of dealing with All items boards ask them to do as part of their job. That is not a knock on Property Managers it is really just a fact of life. We all bring different expertise to our boards.
I worked in Communications field for 39 years and have managed many large projects over that time. I have also sold many multi million dollar sales. I can tell a poor sales person from a mile away. My years of experience should be viewed as an asset. As a retired person who cares deeply about the position I hold in our HOA I tend to get involved where I can be of help. We have probably the best PM I have worked with over my 11 or so years on boards but he does not have the experience in every situation.
My job as a board member in my opinion is to do whatever I can to make our community be successful. I want my PM to feel the same way and we work together for the greater good.
Just for the record and using personal board experience as my guide. Not all PMs are capable of dealing with All items boards ask them to do as part of their job. That is not a knock on Property Managers it is really just a fact of life. We all bring different expertise to our boards.
I worked in Communications field for 39 years and have managed many large projects over that time. I have also sold many multi million dollar sales. I can tell a poor sales person from a mile away. My years of experience should be viewed as an asset. As a retired person who cares deeply about the position I hold in our HOA I tend to get involved where I can be of help. We have probably the best PM I have worked with over my 11 or so years on boards but he does not have the experience in every situation.
My job as a board member in my opinion is to do whatever I can to make our community be successful. I want my PM to feel the same way and we work together for the greater good.
MaxB4
Posts: 3,513
Posts: 3,513
Posted:
Quote:
Posted By AugustinD on 06/27/2021 2:25 PM
Posted By MaxB4 on 06/27/2021 2:22 PM
Exactly where did I state that the information, specifically California, was for ALL states?
Exactly where did I state that the information, specifically California, was for ALL states?
Quit generalizing. Write with care.
The citations from the Davis-Stirling website, which is California specific, were listed.
MaxB4
Posts: 3,513
Posts: 3,513
Posted:
In California, having a board member be available when a vendor is onsite is very valuable to the association, and a big help to management. It's not always possible to be onsite when vendor need some direction or having the association look over something to then forward to the board for final approval. As long as all the directors know how the process works I have no issue as a manager. I don't care for micromanaging. If an association or a president is in to that type of management I will kind ask them to find someone more suitable to their tastes.
There is a huge difference between a portfolio manager and an onsite General Manager, and maybe an assistant to go with the GM. I know what the job description and job responsivities are with both and they are night and day. Not in a bad way. I may make less than $2000.00 on a 200 unit complex or $150K on a 200 unit mid to high rise condo.
The OP asked whether a Board member, presumably not the president, can query a vendor about their work or service. What if, while I am out doing a monthly inspection, a board member or even an owner queried me about my work that day or maybe the services I was providing. Would either be out of line. IMO, absolutely not.
There is a huge difference between a portfolio manager and an onsite General Manager, and maybe an assistant to go with the GM. I know what the job description and job responsivities are with both and they are night and day. Not in a bad way. I may make less than $2000.00 on a 200 unit complex or $150K on a 200 unit mid to high rise condo.
The OP asked whether a Board member, presumably not the president, can query a vendor about their work or service. What if, while I am out doing a monthly inspection, a board member or even an owner queried me about my work that day or maybe the services I was providing. Would either be out of line. IMO, absolutely not.
LaskaS (Texas)
Posts: 1,025
Posts: 1,025
Posted:
markm19.
I actually think you were smart and proactive and did exactly what any prudent manager should have done for the board.
I also know how often property managers aren't as thorough and proactive as would be ideal.
How is your relationship with the rest of the board.
In my opinion, the board should thank you. all you did was get information from the source. You didn't make an decisions, or sign an contracts. You were gathering ACCURATE information so the board could make an informed decision.
I actually think you were smart and proactive and did exactly what any prudent manager should have done for the board.
I also know how often property managers aren't as thorough and proactive as would be ideal.
How is your relationship with the rest of the board.
In my opinion, the board should thank you. all you did was get information from the source. You didn't make an decisions, or sign an contracts. You were gathering ACCURATE information so the board could make an informed decision.
MarkM19 (Texas)
Posts: 1,459
Posts: 1,459
Posted:
Laska,
Thanks for the acknowledgement about my efforts. We actually have a Good board with only one person who is on it for her own personal reasons. She was not on our board when we decided to get our current PMC so her idea is to hate everything that they do and maybe I am an extension of that since I work with them. She has been missing and not responding to board email for 40 days now so maybe she will not run for her seat that is up this year.
As others have mentioned in the past we all have ankle biters in our HOAs but it is worse when they are part of your board. I love a good debate and really do not mind if my ideas are not the one chosen at the end of the debate. This person has tried to divide our board and uses FB to fight her battles.
Thanks for the acknowledgement about my efforts. We actually have a Good board with only one person who is on it for her own personal reasons. She was not on our board when we decided to get our current PMC so her idea is to hate everything that they do and maybe I am an extension of that since I work with them. She has been missing and not responding to board email for 40 days now so maybe she will not run for her seat that is up this year.
As others have mentioned in the past we all have ankle biters in our HOAs but it is worse when they are part of your board. I love a good debate and really do not mind if my ideas are not the one chosen at the end of the debate. This person has tried to divide our board and uses FB to fight her battles.
KerryL1 (California)
Posts: 14,550
Posts: 14,550
Posted:
Hi Mark, having been an active director & officer on our Board since '07 (except for '18), our Board has worked with six PMs. And you're absolutely right, they all have different strengths & weaknesses. Our various boards have assigned with their votes at open meetings certain directors certain tasks that needed to be fast-tracked or were a point of the directors expertise.
My main point s that the board covers. We do have a contract, of course with our MC, which states the PM supervise vendors. But we, as a Board, have sometimes assigned the Landscape Committee the goal of redefining painters or some such.
Max asked: "What if, while I am out doing a monthly inspection, a board member or even an owner queried me about my work that day or maybe the services I was providing. Would either be out of line.[sic] IMO, absolutely not." As a director, and seeing our PM out on the premises, I wouldn't ask her what she's doing or what services she's providing, btw. I'd let her do her work.
I don't think this is what he OP was asking, maybe I'm wrong. But I think Paul was asking about vendors who don't work for the HOA--sort of mini-interviewing a vendor.
My main point s that the board covers. We do have a contract, of course with our MC, which states the PM supervise vendors. But we, as a Board, have sometimes assigned the Landscape Committee the goal of redefining painters or some such.
Max asked: "What if, while I am out doing a monthly inspection, a board member or even an owner queried me about my work that day or maybe the services I was providing. Would either be out of line.[sic] IMO, absolutely not." As a director, and seeing our PM out on the premises, I wouldn't ask her what she's doing or what services she's providing, btw. I'd let her do her work.
I don't think this is what he OP was asking, maybe I'm wrong. But I think Paul was asking about vendors who don't work for the HOA--sort of mini-interviewing a vendor.
MaxB4
Posts: 3,513
Posts: 3,513
Posted:
We haven't heard anything from the original poster on exactly what caused the question in the first place.
I would hope if a board member or even an owner woukd stop me and have a conversion. For the life of me, I can't understand why they need to take anything I happen to say and make it a negative. I happen to be one that actually enjoys what they do and the clients they serve.
I would hope if a board member or even an owner woukd stop me and have a conversion. For the life of me, I can't understand why they need to take anything I happen to say and make it a negative. I happen to be one that actually enjoys what they do and the clients they serve.
MarkM19 (Texas)
Posts: 1,459
Posts: 1,459
Posted:
Max,
I agree with you as an owner and a HOA board member I do not give up my rights to be friendly to whoever I encounter. As a PM you are the Manager but at then end of the day you are a person who should be able to speak to our owners when they ask question.
I agree with you as an owner and a HOA board member I do not give up my rights to be friendly to whoever I encounter. As a PM you are the Manager but at then end of the day you are a person who should be able to speak to our owners when they ask question.
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