Board members refuse to meet

Our Association's Board of Directors has three board positions. Attendance by two is required for a quorum in order to conduct Association business, right?

I'm the newly appointed member of the Board, and now Board President, as chosen by the other two after the former president moved out. During his rather brief tenure, the other two members refused to interact with him at all, including preventing him from having access to any of the Association's records.

I'm new to the building (20 units, self-managed). It's a pretty new Association, with control being turned over maybe 1.5 years ago.

I've discovered that what's really been going on here is that one of the owners has been pulling the strings from behind the scenes as if he owns the building himself, including issuing invoices for work and projects that were never approved, payable to himself. I lived in a small (8 units) building in Chicago for 12 years, all but one of those on the Board, and went thru the start-up process there, so I'm familiar with the growing pains. My experience is why I was appointed, at least as the public reason. I suspect I was chosen because the behind-the-scenes owner thought I would continue to go along with what he was doing, which he lied to me about as we were getting to know each other.

But, we never had the situation I'm encountering here. Not only has there never actually been a legitimate Board meeting (some occasional meetings of the entire Owners group), the two other Board members are now refusing to communicate with me. No replies to emails, text messages, or voice mails. I strongly suspect that this is because the Owner who's been controlling things (and was the Board president before resigning rather than being removed by other owners because of his dictatorial behavior) has told them not to.

I don't see the point of calling a Board meeting only to have to end it for lack of a quorum, except, perhaps, to make the public point that this is going on, which seems to me to be a rather non-productive approach to trying to resolve this. I'm pretty sure a vote to remove the other two Board members would fail, as that takes 75%, and they attempted to remove one of them in September (a month before my close), and the vote fell short enough that I don't see a path toward future success.

What are my options? Can I call a Special Owners meeting and conduct business that way? Do I have any legal options as the Association's CEO, which our By-Laws state I am. Should I schedule the Board meeting(s), invite Owners to observe, and then end them because of a lack of quorum, leaving those gathered to discuss among themselves what just went on?

Thoughts?

With three director seats and three people filling those seats, yes. See https://codes.ohio.gov/ohio-revised-code/section-1702.32.

If your Bylaws allow, you could call a Special Meeting of the Owners for the purpose of recalling the other two directors. But you must have two other people willing and ready to replace the two corrupt directors. It's best to use an attorney for this.

"The two directors who are can remove you as President (an officer position) at any time. They cannot remove you as director, though."

I agree, at least in general. Our By-Laws are pretty weak about regular BoD meetings. Here's the two relevant sections.

"2.07 Regular Meetings. Regular meetings of the Board of Directors may be held at such time
and place as shell be determined by a majority of the directors, but at least four (4) such
meetings shall be held during each year.

"2.08 Special Meetings. Special meetings of the Board of Directors may be held at any time
upon call by the President or any two (2) directors. Written notice of the time and place of each
such meeting shall be given to each director either by personal delivery, mail, telegram or
telephone, at least two (2) days before the meeting, which notice shall specify the purpose of
the meeting; provided however, that attendance of any director at any such meeting without
protesting prior to or at the commencement of the meeting the lack of proper notice, shall be
deemed to be a waiver by him of notice of such meeting and such notice may be waived in
writing either before or at the commencement of such meeting. If all the directors are present
at any meeting of the Board of Directors, no notice shall be required and any business may be
transacted at such meeting."

As a practical matter, I suspect they don't appreciate that they can do this using the vague language of 2.07. In fact, they think, at least up until the email I sent them asking to consider whether the officer roles were properly matched to who's on the Board, their skillset, and what needs to be done because we can change that, that election to the Board by the Owners is also election to a particular position. Tons of education to do here.

I also suspect that neither would do this because it would only exacerbate the hard feelings that currently exist among some of the Owners about what's been going on, and, that by nature, their chosen method of having things continue as they have been is to be obstructionists by refusing to engage and meet. The Owners received an email about my appointment along with some verbiage about my experience and the general reaction has been "thank god we finally have someone who might know what's really supposed to be going on around here instead of some dictator using his pals to control decisions and hide the financials."

Looking over what passes for the books (a spreadsheet), I am aware legal fees have been spent (on a dog issue), but I'm also pretty sure the Association doesn't really have a retained legal counsel as such. I have already reached out to someone the attorney who prepared the Declaration recommended on a completely unrelated matter that I need guidance on to respond to an outside email I received as President before I can even notify the other two Board members of it to be sure whatever communications are created are within what's legally permissible.

I agree that, in general, no one Board member should be off spending the Association's money that he/she hasn't been authorized to spend, which is a big issue that's gone on here for another thread.

I suspect, as a legal matter, the only option, assuming the Owners don't achieve 75%, would be for an Owner or Owners to retain their own legal representation against the Board for failing to properly administer the Association. And who really wants to spend their own money essentially suing themselves?

As long as I'm President, I believe the By-Laws give me enough supervisory authority to reach out to people like our bookkeeper to find out what's going on, and to insist on being given access to the Association's records, which I've finally received unlike the President before me, but I agree and respect that I can't conduct Board/Association business on my own, and I need a quorum at a Board meeting to do so. Unfortunately, the Owner who's pulling the strings behind the scenes now didn't respect this when he was President, and I think it's important to correct that 'misunderstanding'.

No - he was about the 4th of 20 to buy, and did so early. The Association met the threshold to take over about 18 months ago, and the Declarant is actually opposed to these two also, but only owns 2 units now. In fact, when they tried, and failed, to remove one of these Board members last September, the Declarant talked a new owner into giving her proxy to the Declarant to try to reach the 75%.

He's a guy who's a semi-retired doctor who stepped into the early void and made the property his own (and has done a number of great things for it, to be sure), but who has been completely unwilling to let go of that control now that it's been turned over and has filled up, and who has been funneling Association money to himself for projects not approved by the Board under the guise of being the Property Manager (although no contract exists) as well as being the building cop. He lied to me about a number of aspects of his relationship to the Association and why he spent so much of his time doing things, presenting himself as just a good guy pitching in when all along he's been invoicing the Association for everything he does - on top of a monthly retainer as "Property Manager" - and then approving his own invoices to our bookkeeper. He supported me to these two because I just listened to him and he assumed I was going to just go along. In fact, I had to push this guy to get the other two to finally actually act to appoint me to the vacancy because they asked me and then let the issue go with no response for almost a month.

Actual Board meetings will get in the way of this status quo because one of the agenda items I'll insist on is a review/approval of all expenses since the last meeting. I already know that when it finally gets out what he's been doing, there's going to be bonfire with his name on it. But, that's not my immediate issue. I need to figure out how to either get the Board to officially meet, or do Association business using Special Meetings of the Owners. And with all the problems I encountered in my previous condo experience, we never had Board members who refused to meet.

By my reading, the nonprofit corporation statute says all directors have to approve making a decision without a meeting. The vote on the decision itself does not have to be unanimous. https://codes.ohio.gov/ohio-revised-code/section-1702.25.

I continue to feel that the OP's best course is something like: Try to get a HOA attorney to agree with him; call a Meeting of the Board; declare that all manner of actions without a meeting are being taken without his approval, as required by state law; the other directors, by refusing to attend meetings, are obstructing the business; and have the HOA attorney agree the president can appoint new directors.

That indeed seems to be the case, but at least so far in my very short time orienting myself to what's going on here, I think most of the source of this is an education issue, as it was when I went through being the first buyer into a new, small, self-managed condo association in Chicago. That and one early owner assuming control, being allowed to build on that control like a snowball rolling down a hill, and really having trouble acclimating to the change of the building now almost completely full, with a fair number of Owners who are very unhappy with the way this "Mr. CC" has treated them as well as things in general, such as the refusal of those on the Board (I've been at this a little more than a week) to provide financial information, at least beyond a few very general categories such as "Expenses, Income, P/L"



There's never been a Board meeting, so at a minimum, including decisions with Board minutes can't have been done. But, I'm also 99.99% certain there's also no email trail that documents approvals - it's one person doing whatever he decides needs to be done and then generating an invoice, approving his own invoice, and having either the person who used to be Treasurer or, now, the Association's bookkeeper (an independent vendor he selected, but who has so far proven to be quite concerned about doing the right thing) cut him a check. And, he was the Board President until 2021-09, so he was wearing that hat, too, and asserting powers from it.

What has happened is an occasional Owners meeting that may or may not have met the noticing requirements where a major issue, such as a special assessment to repave the parking lot, was discussed and voted on by all the Owners present. This is another challenge I face. A number of Owners think this is how the Association runs - all the Owners (as well as people they live with) get to attend whenever there's a "meeting", and everyone gets to weigh in and then vote. So, at best, if we overlook procedural issues of whether meetings have been properly called and conducted, at least occasionally Owners have had some participation.



I think "embezzling" is too strong, at least as far as I've been able to determine so far. The most generous characterization I'm willing to go with is well-intentioned (at least from his own personal perspective of what's best for the building he's one of the Owners of), but grossly mishandled in a manner that would never withstand legal scrutiny or a financial audit. And that concerns me in terms of how our insurance company would react to a claim against the D&O policy if it ever came to that. The lack of personal ethics just leaves me shaking my head.

I have access to what I believe to be the sum total of the available records, and have been working thru them as time allows. The last President was denied any access at all, but after a strongly worded email about it, I was provided with what's been represented as the Association's records.

It's not pretty. No contracts, as required by the D/BL. No meaningful financial statements, although I can create them. Substantial sums of money going to this one person, as well as what appears to be a few undocumented payments to a former Board Treasurer that look like monthly compensation. A debit card tied to the Association's checking account in this person's possession that's been used whenever/however he decides and no receipts or ties to project expenses. Nothing in what sparse minutes that exist for those pseudo-Owners meetings that support any of this. And that's all just from my first top-level pass.

Since I can't change the past, I'm far more focused on getting this stuff stopped and moving toward doing things in a way that will clearly withstand scrutiny, especially in terms of financial transparency to the Owners. If I discover corruption (and I've already been told by a couple of people here it's suspected), then I'll have to rethink how much forensics of the past is called for as well as what the Association needs to do about it.



Done. Thanks. Not going to spend my own money on this. I've been involved previously with an Association/Owner legal dispute in a small building, as well as once having to threaten legal action as an Owner to get the Board to act properly. It truly is the nuclear option, not to mention costly. OTOH, I am going to attempt to get the Association set-up with a firm we can turn to when advice, such as how to properly interpret the "email for actions" section is needed. It was part of our education in my previous experience, and well-worth the ounce of prevention.



Yep. As those of us here likely fully appreciate, it's hard to find good people willing to get into these weeds because they refuse to let those who want to run things for reasons other than the general good of the Association, determined by defined processes. The additional challenge is that we're likely going to have to wait until fall before this is an option, when their terms expire, and then even that's not a sure thing, but at least we won't need 75% to effect change.

Thanks for all the input.

Oh, btw - an update to the OP topic.

I did receive an email from one of the two other Board members saying they expect to be able to say when they'd be able to meet sometime after the end of this week. As that sounds a lot like "stop trying to contact us" kicking the can down the road rather than making a decision, I replied "let's agree that that means no later than the start of Feb.". No agreement to that, but no objection, either. And no explanation of what's in the way of simply moving forward, such as X is on vacation this week and they left before we talked, although I know X was at the building on Sat. morning because X and PM changed the building access codes on their own and then sent a group chat message to those who are on it that it had been done. So much to address.

I think the only thing that matters here is that you refuse to give consent to taking action without a meeting. This forces a meeting.

The OP, JedT, shows a post count of zero.

This is an indication that the individual has resigned from the forum.
Hopefully they found the answers they needed.