Dealing with difficult homeowner (former board member)

We have a former board member who has a bone to pick with the current HOA leadership.

We're working on a playground renovation project. The homeowner has requested copies of documents, as follows:

- All drawings, sketches, etc from landscape architect
- All drawings, sketches, plans from playground design company
- All meeting minutes that detail what motions were introduced, decisions were made, and dollar amounts approved
- Cost list of each vendor and amount of cost for project to show total cost of project
- Copies of all final invoices from each step of the project showing the exact listing of the cost of the final project

I'm not sure we need to provide copies of all of this stuff to the homeowner. For example, we went through something like 8 different versions of playground installation options. Do I really need to dig through my e-mails to show every PDF file that we received from the playground designer? Same with the landscape architect plans. I received many options during the discussions on playground. Do all of these need to be presented to the homeowner now?

In the same vein, yes, under my leadership as HOA president we make decisions at meetings by introducing and approving motions. However, under the leadership of the former board member, they didn't have meetings and did everything by e-mail. Part of this project was approved while this former board member was our leader, and thus, we do not have meeting minutes where motions were introduced approving the project!

So in other words - this former board member did a crummy job of running the association when she was in charge, and is now trying to make the current board responsible for her crummy job.

I'm not sure what we are supposed to do. Release everything that she requested? Spend my volunteer time preparing a cost sheet so she can then circulate to others to burn us?

Or should we provide a box of papers that contains all of the paper copies of the invoices, and let the former board member go through it?

I feel there is a political strategy to how to handle this that I am missing at the current time.

First, check your documents to see what they say regarding homeowner rights to association business. You may also see what your state law says - you should be able to go to the state government website, look up legislature and start clicking and searching from there.

You probably need to provide the records, and yes, I'm sure she wants this stuff to try and nitpick, but don't play that game. Start with the meeting minutes - there should be a discussion (several) on the project. If you've already hired someone to build the playground, she should get a copy of that contract, along with the ones with the landscaping architect and playground design company.

As far as the designs go, I imagine you're still working through the final cut, so if that's the case, tell her the final plans aren't available - and when they ARE final, they will be presented to the entire community (and do it.) Otherwise, I would hope the other documents would answer her questions - if not, she's welcome to bring them up the board, along with suggestions.

In fact, how about providing a progress report to the community as the playground comes together, with photos of the current one and a description of what's going in? Encourage comments and suggestions, and if something can't be done, explain why. This way, everybody knows what's going on and you don't get whispers about "the board isn't tell the truth about the project and the costs, etc."

If this board member is trying to start trouble, being candid will make it more difficult for her or anyone else to do.

I sent a note to the property manager asking her to the homeowner that we would not be creating new records for her, that she can set an appointment with the property manager and view the records at the property manager office, and that many of the things she was requesting are not actually records of the association and thus not requestable.

We'll see how it goes.

The OP has a 270 house HOA.

-- The Washington HOA and nonprofit corporation statutes appear to me to be clear that the HOA has to provide owners with access to all records when an owner makes a request and states a purpose related to membership interests. If this person has not done this, then respond that her request does not comply with state law; denied. The HOA has no obligation to expand further. You all are not attorneys. Furthermore the HOA attorney is not the owner's attorney and so should not be guiding her on the legalities of a proper records request.

-- Regarding records that may be contained in old emails: These would be discoverable in litigation. But being discoverable does not necessarily mean these are records of the HOA. (Some here will disagree.) At the moment I am inclined to say the board should not provide anything from emails.

-- Both the Washington HOA statute and the Washington nonprofit corporation statute state the association may impose and collect any reasonable costs incurred by the association in providing access to records. See

https://app.leg.wa.gov/RCW/default.aspx?cite=64.38.045

https://app.leg.wa.gov/RCW/default.aspx?cite=24.03.135

-- Washington statutes do not delineate exactly what records the HOA must keep. This means it is a chore to put together much of what this owner wants. When the owner submits a proper records request, estimate the manager's hourly rate x the number of hours he/she spends on this, and state in advance what the estimated cost to the owner of providing access to these records will be. Be reasonable but fair to the HOA manager's time; the membership's money (the membership is paying for the manager's time); the statute; and the owner requesting the records.

-- If you do not have records already responding to what the owners asks, respond thusly. Instead, just give her access to the raw data that may go into compiling what she wants.

-- I think your board needs to put into the current Minutes some kind of motion stating the project was approved. Consult the HOA attorney on how to do this. And let's be clear: The HOA has contractual obligations to vendors at this point to complete the renovation. The HOA cannot just stop the renovation at this point without incurring enormous costs.

-- Transparency is king. But if much of what this owner wants is a fishing expedition, with enormous labor costs to the owner, then she needs to pay up, pursuant to the statutes.

This person is most likely on a fishing expedition. So what? Let them smell like fish if they want. My bet is they are trying to hang up their fishing hat onto anything to make the new board look and smell fishy.

I agree with Shelia ... if the law/Gov'ing Docs say certain documents and records SHALL be available to Membership, then all them access to it. Putting up walls, denying, refusing to comply, will only make the situation worse and expose both the HOA and you personally to threat of litigation.

You don't have to tidy it all up with a nice bow....you could just give them access to the raw stuff... but do not deny legally required access.

Are you genuinely concerned about covering up something you're administration has done? If so, covering it up is an even bigger problem. HOA's should be dull, boring, transparent.

What matters to you may be different from what matters to another person. What is necessary to ensure transparency in your view may be different from what is necessary in the eyes of another person.

I say that a Board should try to follow corporate and HOA sunshine laws with regard to records requests, and they should do so without judgment. These laws are overwhelmingly good for both HOAs and corporations in general, as far as I am concerned.

Just crank out all the documents to the extent the law requires and forget about it. Why? Because apart from records requests, you have zero obligation to answer any questions this person has at this time. If she puts out misinformation about costs, you say much of what you said above about cost overruns.

I agree that final invoices coming in over cost isn't necessarily a sign that the board messed up - there are always unexpected things that pop up, and with inflation on the rise it's not unusual for the final cost to be over original estimates.

But I can see why homeowners would be interested, since the cost overruns are money that can't be spent on something else. Either they'll have to pony up, or some other spending will need to be deferred.

I also agree that they don't need to see all umpty-ump revisions prior to the final plan. It's interesting, but there isn't anything they can do with the information other than second guess the board. Even if homeowners would have chosen a different plan if they'd been on the board, they're not on the board and it's not their decision. If the project has been discussed in open board meetings, then interested parties could have attended and observed - their choosing not to do so doesn't entitle them to a detailed summary after the fact.

Just one unsolicited comment:

If you didn't do a community-wide survey about the projected renovations ahead of time, then I think it's more important to be transparent now since you can't fall back on "this is what the community said they wanted". So in that case I'd be keeping more detailed records with an eye to making them available. There are project management tools available on the web, some of which is free - they may be helpful, especially if they can produce printable reports.

Upon further thinking about it, I agree that transparency is good. And transparency doesn't mean that 1 homeowner out of 274 homeowners have data. It means that everyone has the information.

I have put together a nice tidy spreadsheet of all of the project costs, the vendor used, and the nature of the cost. In addition, I have listed each of the board meetings where an approval was made and the amount of the approval. I also put the name of the person presiding over the HOA at the time the decision was made as the park project spanned two different HOA presidents.

It's an easy to read spreadsheet other than it contains a lot of data. I'm thinking that we will send it out as an attachment to an upcoming e-mail blast about the parks project. I know that previous boards never broadly shared costs of projects in this manner, and this would help set our current Board apart in the level of transparency.

I am sure we will receive a few comments from people annoyed at the cost, but I'm also sure that many people will recognize the effort and appreciate us sharing the cost information with everyone. Then this former board member can rag on us all she wants, but since we shared the data with the whole community, I think her comments would find little traction in the community.

It'll be a Board decision for us to send this out, but I think I will push for widely distributing the cost of our parks renovation project at our next Board meeting.

Any thoughts?

Perfect Michael. That person just wanted to find power to hold you all back. Being transparent is the best way to combat that. Will not see it coming.

Now note they may puff up a lawsuit threat. Just respond with will wait on the paperwork.

If your HOA is following the rules and doing things right then let it show. It is when you hide it it makes it hard.

If the homeowners are paying attention (reviewing meeting minutes and/or attending meetings every now and again to participate in resident forumz) it's not necessary wait until they sound off on the subject, because they already know. If it's controversial, you will hear from them sooner or later. Until then, the board exists to supervise association affairs and vote on what to do - that's how it's supposed to work.

I do agree polling homeowners is appropriate for things like amending the documents (which require homeowner approval anyway) or special assessments. Otherwise you'll wind up with unnecessary delays because some owners won't speak up no matter the subject and some things are time sensitive and can't wait.

No, that isn't how it works. The HOA Board is elected by members, and the HOA Board makes the decision. People are allowed in many states to attend the meeting but cannot participate and are not on the Board. Thus, those homeowners in attendance do not have a say or an opportunity to participate in discussions prior to decisions being made.

Sometimes there is an open forum at the beginning or the end of the meeting, but never prior to every decision being made.

Depends on what you mean by "works."

Washington statutes, nor any state's statutes, certainly do not prohibit owner input to a board meeting. Robert's Rules, for one, certainly has provisions where a non-director may be recognized.

As KerryL1 noted, some states require an open comment period.

I think best practices is to have an open comment session, for non-director owners only, at the beginning and end of each board meeting.

Maybe this isn’t sinking in, I didn’t say anything about homeowners having a say in the vote. So I would ask the question, what is the purpose of holding board meetings. Why not just vote through email?

Maybe this isn’t sinking in, I didn’t say anything about homeowners having a say in the vote. So I would ask the question, what is the purpose of holding board meetings. Why not just vote through email?

The purpose of the meeting is twofold:

1) Having a meeting promotes live discussion between board members, which often gets to consensus easier than trying to discuss via e-mail.

2) It provides an opportunity for homeowners to observe meetings, so they can see what discussions are being held prior to decisions to be made. This provides context for why decisions are being made and allows those homeowners in attendance to see if decisions are being made in a fair or transparent manner.

The biggest problem with e-mail votes is a homeowner never knows if the decision is simply being made by the HOA President or by the entire board, and if a fair presentation of the subject was given prior to the decision being made.

In no case are meetings intended to be open conversation by all present if homeowners are present at the meeting. They are there to observe only.

Why is it you think HOA Presidents and/or boards, at board meetings, cannot vote to open discussion to owners?

No statute anywhere nationwide prohibits HOA/COA Presidents and/or Boards from recognizing non-directors and giving these non-directors a chance to speak.

IMO, Jack, Michael makes it clear why OPEN board meetings are a good thing because we owners can see and hear HOW board decisions are made. We can see and hear the deliberative processes. Virginia is such a state. In states that require open forums Owners can raise questions about these decisions or even argue against them ands the Board to "reconsider the decision previously made." This actually is done in my HOA about once a year.

Any Assn board in any state may invite owners to participate throughout Board meetings or on particular agenda items if that board votes to do it.

Some states allow boards to v meet & vote online with certain restrictions. But that's only possible in C, and perhaps in your state in cases of emergency.

Based on your last comment, Jack, it seems possible your'e confusing board meetings with meetings of the members (Owners). The latter meetings are open for obvious reasons; they are meetings of the members. They usually are re: things that owners decide, the most typical is electing their board of directors. In CA, owners must be permitted to observe the ballot tabulations, which also suggests an in-person meeting.

I'm not getting the meaning of Max's last comment.

None here are experts on Robert's Rules of Order, but if Augustin wishes to show us the circumstances when an Owner may interrupt the board's deliberative processes during a board meeting, let's see the citation. I do agree it's good to allow owners' participation's at some times during board meetings.

Your comment needs elaboration, Jack. What are two--just two-- reasons for thinking it's easy to defraud CA associations? I assume you're also talking about all other open meeting states? That would include, VA, then, yes?

Sometimes, when a poster's comments "don't sink in," it's due to lack of clarity by the poster.

I'm also not sure that you understand, that I never said members of the Homeowner's Association had some kind of veto power over the Board's decisions, simply that the members be allowed to get an idea of where the money is being spent, and how much is being spent, at and during a board meeting. HOAs are not a corporation with board members who have majority share in the company. Each homeowner represents an equal share in that corporation, if that's how yours is registered.

Have you ever heard of an HOA Board of Directors having a fiduciary responsibility?

I didn’t think so!

“Most HOA communities have articles of incorporation in their governing documents, which establishes them as non-profit corporations. Even though they are non-profits and board members are volunteers, HOA communities also follow corporate law. This means that an HOA board of directors has a fiduciary duty to their association and its MEMBERS.”

https://www.hoamanagement.com/fiduciary-responsibility-of-hoa-board-members/

Simply because you have a bug that a homeowner is giving you a difficult time, doesn’t mean you ignore them. If the voluntary job is getting too difficult for you, maybe it’s time for you to consider resignation. Some day you may find yourself, and your board members named in a lawsuit filed by one of your members, all because of your obstinance.

You were joking, right?

By motion, pursuant to Robert's Rule #22.

Which states don't allow homeowners the opportunity to attend meetings? I'd like to know.

Executive sessions are a different matter. The discussion for past due assessments for particular homeowner's is discussed, along with homeowner's who have violated the Association's by-laws that shouldn't be discussed in front of the general membership. No issue there.

Yes to Ohio: we don't require open meetings, but individual communities may open the meetings if they want to and many do. (FWIW, our bylaws state that board meetings will be held "without notice".)