Board Member issues

Started by KathyA3 • 5 replies • 317 views

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KathyA3 (Virginia)
Posts: 16

Posted:

We are a board of 5. 2 new board members were voted in last August. Our issue is that the new board members have the habit of supporting their friends and defaming the members they do not agree with in public emails. These same board members have made unilateral decisions that are sent out to the membership as board decisions. We have had board training with our lawyers and this practice continues to the point that members are now considering legal action against the board for defamation, selective enforcement, discrimination, libel and slander. The rest of the board are seasoned board members and practice neutral communication with members....ie: We have received your email....your concerns are noted...etc. Any recommendations on how to handle this mess? Thank you for any help you can provide.

SheliaH (Indiana)
Posts: 6,964

Posted:

Have an executive session and air everything out. Since you've had board member training with the association attorney, it may be a good idea to invite him or her to re-emphasize professional conduct - and what the association risks if any board member behaves otherwise.

If you kept those emails, they should be reviewed by everyone (including the attorney) and these two need to explain themselves. Then the board can vote on a censure - this is an official reprimand of unethical conduct, but this doesn't mean they're booted off the board (only homeowners can do that by voting them out or doing a recall). Since three of you outnumber the two, this shouldn't be a problem. Just be sure to keep it professional on your side. If they throw a tantrum (and they might) and threaten to quit, let them.

That may need to result in a letter to the community stating something like "we are aware that some board members had sent emails that don't reflect the official opinion or action of the board. Some of you have also expressed concern about the tone and language used in the emails. We would like to apologize for the behavior, etc." The attorney can help with the verbiage, if necessary.

By the way, it's great that your board has had training with the association attorney - something I think all boards should consider, along with CAI training if available. Our former attorney did the same thing every year for their clients and provided a steak dinner to encourage people to come (it worked).

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

MichaelS56 (Minnesota)
Posts: 859

Posted:

It is so sad that this issue is so common with Boards. Years ago, there was a Board member who language was so offensive to the Management rep that the company was going to sue. The Board had the power to vote the person off, the Board and did so.

MarshallT (New York)
Posts: 414

Posted:

Well done with the training!

It seems like these new board members are not making any honest effort to serve the community in a fair and objective manner. I would seriously look into whether the three seasoned members can remove the other two.

AugustinD
Posts: 3,698

Posted:

From a previous thread, the OP has stated the HOA is a working farm.

Quote:

Posted By KathyA3 on 03/22/2022 5:04 AM
We are a board of 5. 2 new board members were voted in last August. Our issue is that the new board members have the habit of supporting their friends and defaming the members they do not agree with in public emails. These same board members have made unilateral decisions that are sent out to the membership as board decisions. We have had board training with our lawyers and this practice continues to the point that members are now considering legal action against the board for defamation, selective enforcement, discrimination, libel and slander. The rest of the board are seasoned board members and practice neutral communication with members....ie: We have received your email....your concerns are noted...etc. Any recommendations on how to handle this mess? Thank you for any help you can provide.

It appears to me that these rogue directors are holding the HOA out to significant liability. If I were on this board, I would vote to have the HOA attorney write a letter to the rogue directors, explaining to them how they have held the HOA out to liability, and that, unless they resign immediately, the Board's majority will have no choice but to call a special meeting to vote for their removal. If the rogue directors refuse to resign, I encourage the Board to follow the steps in the Virginia Nonstock Corporation Act, section 13.1-860. "Removal of directors." See https://law.lis.virginia.gov/vacodepopularnames/virginia-nonstock-corporation-act/
.

If an owners' meeting to remove the rogue directors is needed, use the HOA attorney to get the meeting and vote done correctly, so the removal is as legally bulletproof as possible.

KathyA3 (Virginia)
Posts: 16

Posted:

Thank you for all of your sage wisdom. I have been away and just updated myself on all the responses. Appreciate all your help!!!

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