How to handle board bottleneck and bullying

How to handle board bottleneck and bullying?

This is another “too much power” question, but in the opposite way that another poster is recently experiencing.

Two board members have decided that only they will discuss items, and then decide to bring it to the board. Usually in the form of calling up another director, sweet talking them to say yes, then putting it into an email motion.
If anyone asks for discussion in the email motion, then they say along the lines of, ‘we already have three votes, your questions are a waste of email”

If I bring something to the board, then I get belittling emails, saying that I should of have run it through them first, not the board as a whole.

Example 1:
We recently had property manager change, and follow up of things have fallen through the cracks.
I asked if we could discuss tomorrow the top two delinquent accounts that are over five months old.
Neither of these delinquent accounts are on the dockets for general sessions courts. I wanted five minutes in our meeting to see if letters had been sent out, and where we are in that process.

(side note, one of these two top delinquent accounts is an ex director, and who is the boss of the attorney that is in charge of collections. As of this week we fired the attorney for other reasons. This makes this discussion even more important as there are open dockets that have been paid but still show open, and vice versa, and a management issue)

The response from one of the two was that no time would be allotted on the agenda. “We, {ABC Condos} have procedures in place.
….but… I am part of that “We” and am not informed as a director.

The response from the second director was that this question was a waste of his email.

Example 2:
We are voting tomorrow to change management company and management scope from offsite to full time onsite.
I discussed that we should consider having our current boxes of records scanned.
Two votes yes.
Nasty email from director 2 saying how ridiculous I am for raising this.

There are plenty more examples.

This is not a rant. The board has made HUGE progress in improving the community in a short time.
I really respect one of the two reference above a lot.

The question is how to nip this in the bud and stop this being a two-person board when we are a five-person board?
That there is no hierarchy of directors, we are all equal, and have a fiduciary duty to be informed. (Director 2, said that he and director 1 will decide who needs to be informed)

How to factually poise these concerns in our monthly meeting tomorrow.
How to stick up for the association, when it is likely the path of least resistance from the other directors will be just let them run with it, so they don't have to engage in these types of unhealthy emails and phone calls.

This is Tennessee condos. Closed meetings.

It depends on how many homes are in your development as for the reason why you need on-site management. Switching from off-site to on-site management will almost certainly lead to a significant increase
in monthly assessments. I would say your objection is spot on.

I temporarily "won" the action without meeting part.
With the understanding that quorum of email is five, with at least three yes's.
A quorum at a meeting is three.

Then that started to slip.

As an example, if someone motions that we need to increase widgets from 11 pink to 17 yellow, I will ask a question, and if I am opposed to the decision, I will still provide my no vote just to move things forward as quorum for email and not have it moved to the monthly meeting. Since this is minor and we don't have to agree on everything.

But, as a real life example, there is a motion to repair the interiors of a unit using association funds, this requires more discussion, and not to be shamed for asking questions. One board was blasted for saying no. Weirdly, then he emailed back and said yes. I was blasted for asking a question. It is my duty to be informed before making a vote. I did not get an answer, therefore I did not make an email vote.

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The biggest issue, is not the action without meetings, it is the idea that two board members can tell you that you and other board members are on a need-to-know basis, and that any questions on a subject matter are a waste of their time.

I am the only board director that lives on property. We have structural issues, maintenance issues and legal issues. When I see owners that voted for me, I can't say 'I don't know because 2 directors have taken control'.
These owners voted for me to speak up.

I am also the only board member that invested time in CAI training, regularly read the governing documents (and don't refer to all of as "Bylaws"), reviewed this forum for years, know state statutes supersede the master deed, understand the difference between directors and officers, recognize fiduciary duty etc.

I think I'm looking for a good way to describe in tomorrow's meeting that it is my fiduciary duty to be informed. Not two board members. Funneling everything between two people compromises my duty.

Trying to compose my thoughts so that I can address this eloquently and legally, in front of a bully.

Since I don't live in TN, Janine, I won't read Augustin's generous citation for you. What does it say about taking action without a meeting??? Does it really say you only need a "quorum" to hold such a meeting?? Most states, even closed meeting states, seems to say that such action must be unanimous by all directors. Please let us know what the statute says.

This "meeting tomorrow": Is it all a phone or email meeting?? Why isn't your association holding Zoom meetings like most other associations so you can have a decent organized meeting with an agenda that you directors stick to.

Look, Janine, there are 5 on your Board, two are bullies and two others seem to go along with them. On your own, I'm afraid that you cannot order the two bullies to be polite!

(Henry, Janine says all directors except for her live off site.)

Henry seems compelled to insert how fabulous his board meetings are now no matter what the topic. I am thrilled to have seen Henry's growth in this regard. I always agree with anyone who says in-person or Zoom meetings are far more productive than online or phone meetings even if your state allows the latter. I do believe that Owners should have the right to see and hear the board's deliberations. The entails good notice of when open meetings will be held; holding them at a time and place that's convenient for most owners

I believe you when you say it works better for you. But it beats the hell out of me how you get anything accomplished without email. Maybe it’s because I’m in Austin, and the general populace is a bit more comfortable with electronic communications in general.

I wonder if OP’s issues stem not so much from “email” as “private email”. It’s not been an issue for us (so far), but as dysfunctional as my BOD is, there has not been a lot of private discussion or collusion over neighborhood business matters: almost everything goes to a board@ group email. It sounds to me like OP’s problems are largely the result of non-public consensus building (via email but it could just as easily happen at the corner tavern).

BillD

When it comes to the (incredibly important) format for running a meeting and avoiding the temptation of (non-emergency) actions without a meeting, I think the above is perfection defined.

are you sure that decisions without a meeting only require 3 of 5 yes votes.??

Most of the allowances for non meeting decisions require unanimous consent, not just unanimous response.

this is big difference and you should get confirmation .