Bylaws Are Contracts

A lot is going on, I will get into particular sub-topics, but the main topic is that one member of the board of directors (me) disagrees with the CAM (community association manager) and the other two board members about following bylaws. The part of that topic I would like to discuss with members of HOA-Talk is how this disagreement intersects with my continued participation on the board of directors.

A few specifics. Our bylaws say that each board member must have on file consent to carry on board business electronically. None of us have consented in writing. They are carrying on business via email, up to and including changing the time of a BOD at midnight, the day before the meeting after I had signed off for the night. Further, the meeting time/date was not communicated to the association, even though the bylaws say it must be.

All of my objections are about Association notification and process. Our bylaws are pretty specific, but the CAM and other board members refuse to follow the specifics. My history with HOAs says that we will get sued one day, and if the HOA can show that it has followed bylaws equitably and consistently, that is the best defense the HOA can have. Also, bylaws are contracts. Unless we change them - according to how the bylaws allow us to change them - we have to follow the bylaws as written.

That's probably enough for me to be pilloried on for now

A few additional facts: The management company is under contract for two more years. The lawyer the management company uses is the builder's lawyer. I have asked the CAM for mediation or BOD training for us so we can reach a common agreement on how to proceed from here.

I am prepared for a lawyer, and you all, to tell me that I'm overthinking it, that there is no bylaw police force, and that I should lighten up. If that is the answer, maybe the ultimate answer is that I'm not the right fit for this HOA BOD. I am prepared to accept that.

Again, I seek advice on the futility or non-futility of my insisting on the process of following the bylaws that all members of the BOD signed.

Did I hear my name?

I agree with Augustin about the importance of social dynamics and economic realities. Being the sole voice of reason on a board that is determined to do whatever they want, laws and governing docs be d@mned, is difficult to fix.

Lawyering up is expensive, so the issues need to be serious enough to justify the cost. And depending on how it goes, you may lose your neighborhood friends over it. If the issues aren't that serious, or you don't have the money, you need to go a different route, and success will depend in large part on others.

If your fellow board members are not open to reason, or if they dig in their heels the minute they think someone else is trying to tell them what to do, they're pretty much a lost cause, which means you need to replace enough of them to gain a majority. If you're going to replace other board members, you're looking at either a special meeting to remove and replace, or just letting the annual elections take care of them. But in either case, you need allies in the form of like-minded neighbors who are willing to serve on the board themselves. Depending on your community's demographics, it may be hard to find these volunteers.

I resigned from my community's board a few years ago when I found myself the odd man out. Quoting the governing documents was actually counterproductive, I was already pretty burned out, and I didn't want to get sued. Living with a sub-optimal board can be difficult. I generally try to ignore what's going on unless there is a high-stakes issue that may go expensively wrong for the association, and then I'll speak up - otherwise I pick my battles. In some ways being off the board gives a person more room to maneuver - however, you have to give up any authority you used to have in order to gain that maneuvering room.

There really is no great answer to this. It boils down to what you personally can live with and what other options you have.

"I do not know what you mean by "signed."
- by signed, I mean that we all signed the documents necessary to buy into the community, and the bylaws are part of those governing/founding documents.

I understand the rest of your advice... and I was expecting it. The topic is my continued participation in light of the situation and I believe I have your answer.

I'm not going to move, I will continue to be civic-minded. I will continue my weekly garbage pickups, I will continue to report violations, and I will continue to participate in my community. I will also run for the board again next year and hope that the board doesn't get sued in the meantime.

--"Will you cite exactly the wording in your Bylaws about the requirement for written consent on file to communicate among directors electronically?"

The Answer..or (d) issued electronically in accordance with the Nonprofit Code, if the director has consented in writing to such method of delivery and has provided the Board with an address regarding the same. All such notices shall be given or sent to the director's address or telephone number as shown on the records of the Association. Notices given by electronic transmission shall be given at least two (2) days before the day of the meeting.

--"Once you have exact citations on these topics, send them to the PM and the board and ask that they be placed on a board meeting agenda for board discussion and possible action."

The Answer - I tried that. They changed the meeting time at midnight the night before the meeting so I couldn't attend and tabled all of those things that I had already had on the agenda during the meeting I couldn't attend.

--"Is it possible, the rest of the board purposely is trying to leave you put of decisions & meetings? If so, do you know why?"

The Answer - I think it's probable, and I couldn't start to understand why. I cannot understand why three adults (one of them an HOA professional) would all say that contracts don't need to be followed. I can speculate:

I think they think there's nothing terrible going to come of it.
I think they think they can get away with it, so why bother?
I think that they think that I am just being a stick in the mud and it's not necessary.
I have a whole raft of more nefarious reasons that they might have... but there's no reason to go into any of that when a simple path of least resistance will suffice.

I was fired from a job one time. I claimed I was right and the President was wrong. The VP that fired me said: Yes John, you were right but you were dead right. Bye.

If you had it to do over, would you change what you did?

Such wisdom, and how interesting. Thank you for sharing.