Serious conflict with fellow board members

There's not enough space to articulate my issue. Put simply, I am one of three Board Directors for an HOA. All three of us are relatively new. The other two believe they have removed me as a director in an executive session that was illegally called and that I was not present for.

They violate our bylaws and state law daily.

They are engaging in conflicts of interest by attempting to use their personal attorney - retained prior to being voted onto the board - to represent the HOA in litigation for neglect (which they call "fraud") against our past management company. They used their position as board members to bring HOA records to their PRIVATE ATTORNEY.

Before removing me, the president issued a threat to ensue "further action" if I continued to contact service providers (I called a CPA to find out a ballpark window for an audit to be completed) and I called the prospective (remote) property management company we're considering to see if they are able to supply us with the documentation our treasurer says she requires.

These represented some sort of heinous rogue acts by the president, who doesn't seem to understand we are co-equals, and that it's not just my right, but my duty to collect information on issues I will be voting on.

The treasurer, in insisting I am no longer a director, can't get "officer" and "director" straight (yes, officers may be removed by a simple majority vote, but not board members - they must be removed by a vote of the owners).

I hired an attorney but he is extremely busy and I'm not getting a lot of response from him.

Has anyone experienced anything close to this? I want to push this case not because I want to serve on that board (at this point I'd sooner walk hot coals) but to ensure that they don't go completely off the rails in my absence. FYI no one else volunteered to run for a third position (VP) which is why I agreed to serve in the first place.

Help!

We were all elected at the annual meeting in March.

Here is an email I got from the president (I am the Vice President - not an officer) when I made phone inquiries to two service providers (who were happy to talk to me):

>> “Jan please stop doing things without talking with the board. You are operating on your own and disrupting our HOA with this type of behavior. It is not acceptable to call and be destructive with our agents. Calling the Accountant to question her work is not appropriate. They are a professional agency and we hired them on behalf of the Owners to do their job not for us to tell them how to do their job. Both Robi and I have had numerous conversations with CSM and we don’t need to bombard Thad with your brand of delivery. It is hard for anyone to take and that is putting it lightly. Your job is Secretary/VP and your VP duties are to do what is needed in my absence not to do whatever you please or how you feel it needs to be done. Everything Robi and I have done to this point has been openly discussed and communicated, approved by owners and executed. If this persists we will have to take measures to stop it from continuing.”

!!!!

I didn't "question her work." I asked for a time frame. I didn't tell anyone how to do their job. This is insane.

JanR2, what you are experiencing does arise a lot at this forum. However, and per what competent HOA attorneys advise, unless you can get a like-minded majority to run for the board with you, causing change in a situation like this is difficult to impossible.

You likely were not lawfully removed from this board. But as you are learning, even having an attorney will sometimes not be able to cause the board to behave according to the bylaws, covenants and statutes. Through this all, I trust you will remember that the two directors can spend as much of the members' money as they want legally fighting you and even lying about you, early and often.

Are you saying that I should allow them to continually violate state laws and bylaws and engage in conflicts of interest by using their personal attorneys to litigate on behalf of the association? That commits several thousand dollars of unit owners' funds in a wild goose chase. Their attorney promised them a "big settlement." The cause of action we have would be minimal; perhaps a small verdict to reconcile our books - and since the past board members were probably negligent, a jury verdict would implicate them. They have no D&O insurance, so we would be stuck until they sell their units.

Regarding whether one should allow a board to continually violate state laws and the HOA/COA's Bylaws, in my experience you have to run the numbers, and do so frequently, to decide whether it is worth your time, money and energy.

I think justice happens a lot in the movies. In the real world, not so much.

These attorneys you say are "personal attorneys" of the directors need to clarify who their client is: Is their client the HOA/COA? Or is their client the people who just happen to be on the board? The difference is huge. Furthermore, the law requires attorneys to be very clear about whom they represent. Disclosure of "whom the client represents" cannot be simply, "I represent Jane Doe." Assuming one or both these attorneys truly represent the HOA/COA, and have an agreement in writing, the disclosure should be something like, "I represent the HOA corporation. I do not represent any one member of the HOA. I take direction from the Board to the extent the direction is consistent with the HOA corporation's best interests."

I agree the first step of your attorney would be to send a letter inquiring why the board is violating state law and the bylaws, specifying exactly what is being violated.

I hope you will keep reading here. I think seeing how frequently folks face exactly what you are facing, and the toll it takes fighting an entity with more money, can help one's decision-making.

Here is a followup question, although you may not know the answer. If they indeed believe I am no longer a board director, then they do not have the requisite number of board members, specified in our bylaws as a minimum of three. Doesn't that make their activities going forward a violation?

Well we are getting more details here. Again it is NOT your responsibility or duty to contact ANY vendor unless you are directed to do so by agreement of the board. Members in general do not contact vendors directly. It is the board's decision and then they decide amongst themselves who is the POC.

Your not really an "owner". A POA doesn't put you on the DEED of ownership. It may put you in charge of your parents decision making but you are not a member yourself.

Have a feeling we are going to get some more details about this situation leading to more ideas of what the issues truly are...

Well was just testing how long it was going to take for the check out. When you don't get the answers you want to hear that tends to happen..

Just saw the OP left. Sorry for what they are going through. Been through something similar and realized yuo can't win against these types. Sorry for typing before reading.

I am not saying that the HOA was not being ran per "the laws". Whatever that may mean. What the issue I saw was the OP contacting vendors behind the boards back because they were not getting the answers they wanted. I can understand why the other board members did not take that well. It is not because they are hiding stuff or being crooked. It is because it is NOT the OP's place to do it.

A board member means you are on a board of others. Simple as that. You can not do someone's job when not tasked or asked. I may not call a vendor one day because I know they are on vacation. I may be on vacation. Does not mean I do not do my job. It means that the situation is understood. Not that another member decides to contact because they seek answers.

Overall the OP needs to recognize their part in this. That is communication is key not assumptions.

I found a solution and loving every day because of it.

Move.

I am facing a similar situation. I was notified that the Board voted I could not talk to service providers/workers or the management company. I am a Board member. The service provider was on the street and I asked questions where I learned about negligence. As resident I am not sure how I can be selectively told not to talk to anyone on my own behalf especially someone on a public street. The Board President controls communication with the management company. I have called directly during emergencies concerned that the property manager is not responding. That person’s supervisor provided the Board with their cell phone therefore I used a phone number provided to me.

Happy to have thoughts as I am not aware how any of this could be legal and quite the different experience than I expected.

I think Cathy's comments are spot on. Our contract with the management company specifies that only the President and Vice President can contact the PM directly. I'm assuming that this is typical. When you consider that the PM is probably working with other communities this makes perfect sense and protects them from being inundated with phone calls from too many people. It also protects potential conflict when multiple people from the same Board are telling the PM different things which puts this person in the middle of a pissing match between board members.

Our contract with our MC states that the board president is the liaison with management and we directors cannot just willy nilly visit the PM's office or make requests of the PM or Asst. PM. We certainly may not direct or instruct them. The exception as Cathy notes and as other have noted over time is when the Board approves a director to handle a certain matter, or oversee certain functions in the HOA.

The latter is surely done in self-managed HOAs. Each director surely may not instruct the landscaper, but rather, the board assigns that task to a director or perhaps a committee.

Imagine the craziness if we 7 directors could individually ask for certain services of the PM or tell them how to fix the pool pump or that they should have our hallways vacuumed more often.

I agree especially with the Pres acting outside their authority is quite often the issue. Many assume the Pres knows what they ae doing......wrongo.