New Board vs Old Board

nothing. Learn from their mistakes and move on. Why keep wasting HOA money on this?

Face it. Every administration is different. New boards will find things they would have done differently, paid less for, or not even approved at all. Perhaps an overzealous approach is because they don't yet understand how HOA's work or what the circumstances were.

Unless it was criminal, move forward and learn from it.

Like others have said, unless the old board did something illegal like embezzle money or put an HOA member at risk, it's not the new board's responsibility to go after former board members for doing a less than satisfactory job.

In addition to all the above - the former board members are still covered under the associations D&O for actions done while in office. So you will pay for their defense. And give your carrier a great reason to raise your rates or drop you altogether.

The new Board could if they choose to, begin to build Ethics guidelines that future boards would be obligated to follow. There are many examples available for review if the new board would like to take the time to discuss and develop these Board guidelines.

Any links to an Ethics template?

True enough. The problem is that proving particular actions violated fiduciary duty and were not due to ignorance or flawed judgement or anything else short of "I'm going to do what I want even though I know it's not in the best interest of the HOA as I see it" is pretty impossible.

It's why most of the responders here said to let this go unless there were provable crimes such as embezzlement or forgery or some such.

And here's a kicker for you:

Since pursuing this can result in higher insurance premiums or loss of insurance altogether, would such an action not in itself be a breach of fiduciary duty? /evil-grin

Just sayin'...

while we wait for more details.....

Reasonableness, good faith, fiduciary responsibility ultimately are decided in Court....

But there's a few examples and hypotheticals one could cite and think of.

Heck, I posted about one recently....an HOA openly and flagrantly discriminated against an homeowner. The Board was warned and noticed about it, but the Board dug in and continued. This resulted in a lawsuit against the HOA and the Directors individually. They were not covered by their D&O and personally paid to defend themselves and settle.

One could easily argue that a Director, advised by Legal and being officially Noticed that their actions in the name of the HOA, violate CCR's, State Law, Federal Law, and put the HOA in direct and real risk of litigation if they continue their course, absolutely qualifies as not reasonable, not good faith, not fiduciarily responsible.

Is the Membership allowed access to the advice and statements from the HOA attorney? For example, can we ask the Board "Hey, what did our attorney that we pay for tell you on topic XYZ?"

Post-o. A board should normally (like 99.9% of the time) respond to any request for board-HOA attorney communications with a resounding, "No."

Ditto.

I believe it's so rare for an owner to prevail in a civil suit claiming the Board breached fiduciary duty. I suspect the only time it has happened is when a director was also convicted of a crime.

Consider how rare it is for a shareholder in a company traded on the stock exchange to prevail in a suit against the board for breach of fiduciary duty.

At a recent Town Hall on restating our CC&Rs, an Owner asked how much we paid for our attorney, who was present. He nodded towards then board-member me to go ahead and state the amount--$5,000-- for both the bylaws and Complex CC&Rs. I could tell he didn't know or he would have said ti himself.

Owners in CA do have the right to review financials, so one way to at least get a clue of HO attorney billings is to review. the disbursement reports.

A few years ago, our board received a written opinion form our attorney on some inepretations of dues splits among our three different entities in our condo high rise. He opined that we needed the opinion of the original budget preparer (ca. 2000) or a certified budget analyst.

At an open meeting, the Board discussed this recommendation in order to justify the $3,500 we needed to pay a certified budget analyst. We checked first with our attorney who said it was just fine to reveal his opinion on the topic.

I need to add that to my resume and charge the fee.

Short answer: Getting the dollar figures for the attorney bills for a specific subject is more often than not, difficult.

Long answer: Invoices, even from attorneys, are corporate records which an owner has a legal right to view. A free legal clinic attorney confirmed this to me several years ago. The attorney was assigned to me because she was especially experienced with HOAs, COAs and corporate law. She was like, "Of course you have the legal right to view the attorney's invoices."

Maybe it helped that there was a pretty well known case where I lived that made it to the state Supreme Court, with the corporation stonewalling the whole way. The judges' irritation with the (not a HOA nor a COA) non-profit corporation was obvious, time and again, over the three or so years there was litigation on this point. Yes, three or so years. The plaintiff was a journalist and of course was reporting on this all along.

From reading here and my own experiences, often COA/HOA attorneys will argue their invoices need redacting and the HOA/COA can bill for the attorney's time redacting the bills. (Some attorneys say the freakin' invoices should not contain anything that needs redacting.)

Still, you're a sharp guy so I think you know well that, if the HOA/COA says no to a records request, one's options are lousy in most of the country. In states like California, Florida and a few other states with laws that penalize HOAs more readily for denying records, the options are a bit better. Not by much, based on reports here from those states.

What a bunch of ignorant directors with an attorney at their disposal and inclined more often than not towards power trips can get away with when it comes to harassing owners really is a joke. (I write this as I observe yet another egregious fair housing dispute. I feel it's going to be months before the dispute is settled. Why should a HOA/COA do the right thing when it can drag things out; compel an owner to lawyer up and spend a fortune; and really beat the snot out of the owner, even if the owners ultimately does prevail? HUD is just not powerful enough to stop this BS.)

The line I recall from one attorney is that the courts are loathe to punish mere volunteers, because this will discourage others from volunteering to serve on the board.

The VPA is aimed to provide protection against damages resulting from unintentional acts of negligence while performing activities that fall within the scope of their duties. It does not protect against criminal acts, intentional misconduct, or acts of gross negligence.

Clear and gross breach of fiduciary responsibility, good faith, and reasonable actions would not fall under the VPA.

Again, if a Director is clearly, knowingly and willfully performing misconduct, they won't be covered by anything except their own retirement fund....

I don't think I or anyone else used about your work history, Max. We do have a certified reserve analyst who I think shared us a healthy chunk to do our full study in '21. We have over 100 comments in three reserves entities, but some are shared.

Not gonna look it up now; budget specialist did not do a reserves study. Look, you've said you have access to my HOA's CC&Rs, if so, you tell me how --Article 6--much should owners in the towers special benefit area pay in dues? They're floors 3-25. We need among many other things to calculate how much of elevator usage for those floors costs. He found many a errors in which of the three entities pays how much for which reserves competes and which operating budget expense.

So, old boards made mistakes and so did our management company. The newer board simply said that "going forward," billing will be such and such. That's what Id' advise Thoms.

And, that's the perspective I started from - if we can simply get things on the right track, whatever happened in the past will be water over the damn and not worth revisiting. But "the past" was, one person, who hasn't even been on the Board since last September, has been allowed to do whatever he wants and spend whatever he wants of the Association's money without any approval or supervision whatsoever from the Board. Why, they didn't even to bother to do a budget last year, or set assessments, even though the By-Laws clearly specify this must be done by Dec. 1st. And only today I learned that one of the two, who is a real estate agent, has been the buyer's rep for 4-5 different units/people buying into the building because when someone inquires about the buying into the condo association from what's online, they are directed to the "Property Manager", which is what the free agent calls himself - there's nothing in writing, and he's been sending the realtor/Board member the referrals, so she's been cashing commission checks from the relationship. So there's just a bit of an ethical conflict here, especially given the complete free reign the 'PM' has been allowed to have as the consideration for his referrals.

This goes far beyond "mistakes". It's a combination of, "what he does I generally approve of, so why lift a finger myself" and "he's sending me a nice personal income from my realtor side hustle, so why disturb that gravy train".

The square foot variable that you note, Max, is the easy-peasy aspect of our assessment structures. Anyone can calculate that. You've written that as a PM you've never managed high rises. The entire remaining part of our assessment structure has zero to do with SF. I've told you that before.

(sorry, Thomas, for the distraction.)