Sitting Directors & Proxy Voting

I believe that is called politics.

Remember, too, Kathy, that while these same directors may be "familiar faces" --that can be for better or for worse.

As Michael said, it's called politics. Besides, what's wrong with YOU going out and collecting proxy votes for the people you'd like to see elected or re-elected? They may appreciate your efforts.

The fiduciary duty piece becomes more critical when you consider what the board members are actually doing. I'm not crazy about groupthink among board members (a little disagreement keeps everyone on their toes), but past disagreements can mean everything and nothing. There's a different between having an honest discussion vs. wanting everyone to vote one way because it's easier for one person to dominate everything. That's when the ability to act as a fiduciary in the community's best interest can get a little murky. It's also why you and your neighbors need to keep paying attention long after the election ends.

When I read threads like this, I'm amazed there is competition for this job in other HOAs.

I mean, there are other people that:

- Enjoy counting cluster mailbox units on a Saturday to verify accuracy of a reserve study
- Lose an entire nights sleep because the contractor the HOA hired just walked off the jobsite, who told the HOA volunteer to won't come back until someone can tell them how to do the job they signed a contract for?
- Put up with irate homeowners telling them off at the Homeowners Forum because that homeowner has a bee up their bonnet about something?
- Listen to homeowners complain about their decisions as they walk the neighborhood for medically-required exercise?

All for no pay....

No, I don't know what kind of crazy would enjoy being an HOA Board member. Apparently, I fit the bill for that kind of crazy.....

Please note, Kathy, that all Owners have the same rights to collect proxies, voting, etc. Directors do not lose those rights once they become volunteer directors.

Btw, directors also may campaign for themselves and for others whom they believe will serve well. Every owner has the same right to campaign.

These activities aren't examples of malfeasance or misfeasance.

Anecdote: at one of our annual meetings, a homeowner was insisting that the board members had to recuse themselves from voting because one of them was running for re-election. Our attorney, who happened to be present, blinked a couple times and said "No."

Moral of the story: the homeowner was confusing what a director must do *as a board member* with the director may do as a homeowner.

This is true of all levels of government, despite laws that prohbit it.

We had a school bond levy a few years back, and the teachers at my kids school went on an extensive get out the vote campaign. They made classrooms available for cold calling parents, they used staff breakrooms for filling out postcards mailed to parents, the district gave them names of students, parents, and phone numbers; and all kind of other district resources were used. I did an extensive investigation and found numerous violations of the state law governing election conduct, but in the end, didn't turn them in because it is, after all, my kids school.

I think MichelT's story does illustrate that, at least in CA HOAs, no person or groups can use HOA resources, promotion in the newsletter, staff, paper, envelopes, stamps, access to owner's email addys, unless everyone has the same opportunity to promote their candidate or join of view.

(I don't see any "political opinions" in MichelT's post?)

My comment wasn't intended to be political or off-topic. It was a response to the original poster Kat who is claiming that the HOA issues are corrupt. I'm saying the same issues arise at all levels of government. Those in power use, to various extents, resources available to them to stay in power. Laws prohibit it, but it still happens to various extents.

In the case of my assertation regarding a school district doing the same thing, I was flabbergasted to find out that most of what the district was doing was perfectly legal. For example, there was nothing illegal or corrupt about how postcards would be placed in the teacher's break room, and teachers would sign the cards while on their lunchbreak. The statement the teachers wrote was "please vote yes for the bond" and the cards were mailed to the parents of the kids in each teacher's class. Turns out, this was perfectly legal and compliant with the election laws of my state.

Again, not political or off topic, but an example at how people in positions of power can use resources not available to all to further a particular goal.

No. I found numerous examples of the school district doing illegal things. My example that I posted in the most recent post was one of how school resources were used legally per state law.

One example of many of violations of the state law was that school buildings (specific rooms) not available to the general public were made available to the pro-levy coalition (teachers) for using to make phone calls asking parents to vote in favor of the election. Another example is that student information not available to the general public was released to the teachers promoting the levy, so they could call and ask to speak to the parents of the kids and had information about the kids that they could incorporate into their speech. This was provided at no charge to the pro-levy group. When I requested the same information, I was told there was a significant charge and extensive documentation required to obtain the excel spreadsheet provided at no charge to the pro-levy group.

I let it all go because it was my kids school, but I had actually written a 3 page letter (that I never mailed) with each violation, how I found out about the violation, and how the violation violated the state law. It was ridiculous the amount of government support the pro-levy group had.

Oh - earlier I called it a bond, which pays for buildings. That was the wrong term. This was a levy, which is used to pay teacher salaries. So teachers were using school resources to promote a measure which would increase teacher salaries. Disgusting.

Yeah, I missed the "most" in your second post.

You are off-topic. HOAs/COAs are private corporations, subject to contractual law (covenants) as much as statutes. Much of this contractual law involves the conduct of elections. State and federal elections are subject to statutes only.

Not for a minute do I think a guy who cannot figure out his HOA's statutory obligations for reserve funding is competent to determine whether local, state and federal election law is being violated.

Unless a director is collecting a proxy specifically for quorum purposes only, they should not be touching a proxy. It is called electioneering. many states have a no soliciting of a vote within 50-200 feet of where a vote is cast.

Thanks again for all your comments. Much of what has been offered up here has been helpful in gaining insight into the motives of directors to pursue these proxies. I am not fully persuaded that the perception of misconduct no longer exists, but some of you have invoked some new thought for me on this matter.

V/r,
Kat

Your post assumes that all owners have the same access to the contact information of all the owners so that campaigning as well as proxy solicitation is equally available to all.

In North Carolina, the law requires the board or the management company, to release a mailing list of all owners eligible to vote and to make that list available 2 days after the notice of the annual meeting has been sent to owners. If the annual meeting is to be remote, the board or management company must provide instructions in the announcement notice of how to access that mailing list electronically.

There was no mailing list made available nor any mention that owners had the right to have it. I ran for the board and I requested the mailing list of owners from the management company pursuant to the law and what I was initially sent was a list of owners names and which condo unit they owned. Nearly all of the owners do not live at the complex so if I had actually used this list for US mail, fully 90+% would have been returned as undeliverable. The list was not the one the Board and the management company uses to inform the owners. Requests to get that list have been ignored. My ability to campaign for the board as well as solicit proxies was utterly blocked. When the meeting occurred, the HOA Board president held all the proxies and he used them to vote himself and 2 other board members back into office while I and another candidate (who had no idea he had a legal right to get those addresses) received a tiny handful of votes.

This same board aggressively opposed doing an audited financial statement despite none having been done in 17 years, holds secret meetings, will not publish meeting minutes and refuses to yield when asked, is ramming through a significant change in the common area to convert it to limited common for a minority of owners without bothering to follow the Declaration that requires a 100% unanimous vote of owners to amend the Declaration, refuses to publish notice to owners of their right to mediation if they disagree with the board (that's state law), will not give any voice to owners to speak in board meetings about concerns, and are so intent on pushing through this change to common area that they haven't sought permits from the town nor had the fire marshal approve it.

I ran on the theme of "Follow the law and transparency is good for all". Can't imagine why the current board finds that threatening.

Jeanne, you are now asking some legal questions that would be better directed to an attorney.

We don't publish our membership list. However, we do provide one (per statute and governing docs) to any who ask.
When discussion of a membership directory came about, most members said do not publish their information.
Privacy concerns has changed a lot of things.

Jeanne, failing to do as the NC nonprofit corp act requires is a violation of the act. Read the section of the act that talks about 'judicial relief.' Email the manager asking for the members' list. Mention the section of the nonprofit corp act that requires that this list be made available 2 business days after notice of the annual meeting is given. Don't be threatening. Be polite and to the point, as if the board had made the mistake by accident and deserves forgiveness. This is the best way to get positive results.

Jeanne

I am not saying the list you were sent was proper but if you knew the unit# and resident name could you not have made a mailing list from such? Unit 101. Harry Smith is sufficient when I know the street address and ZIP Code.

curious what the judicial relief is because I too am a board member in NC?
Our bylaws clearly state that there are 3 board members with 3 year terms offset by one year which implies an election once a year, but the mgt company only holds it every 3 years and i forced them to do it this year, our neighborhood is very apathetic so no one new ran, but at least i gave everyone the opportunity.

Jeanne, nc statutes 55A-7-20(d) has direction for how to proceed in superior court for specifically when a corporation refuses to provide the members' list (members names and mailing addresses). This statement in the statute is important: "The court may postpone the meeting for which the list was prepared until the inspection or copying is complete and may order the corporation to pay the member's costs, including reasonable attorneys' fees, incurred to obtain the order." You oughta quote this back to the board (skip the manager now). This means the NC legislature takes providing the members' list to members seriously and does not want HOAs resisting. The manager may think he's done all he has to. However you should note that other sections of 55A-7-20 say that a member's address is the member's mailing address and not the address of the unit the member owns, and that obviously, the entire purpose of 55A-7-20 is to give members a chance to contact all other members to talk about the coming election. In your letter to the Board, you could even say that the court might even order the election to be done-over. You might want to even ask for a do-over of the election.

WendyM5, pull up the NC nonprofit corp statute and look at its section 55A-1-60.

No. The complex is in a coastal vacation area and out of 117 units, maybe 12 owners live there year round. The rest have primary addresses elsewhere. Had I used that so called mailing list, easily 90% would have been returned as undeliverable or address unknown. We eventually did harvest all accurate USPS mailing addresses using the county property tax records database online. But also, NC law requires that owners be made aware that this list is available to them prior to and during the meeting and there is no evidence that this law has ever been executed.

(a) After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. The list shall show the address and number of votes each member is entitled to cast at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting. This list shall be prepared on the same basis as and be part of the list of members.
......

(d) If the corporation refuses to allow a member or his representative to inspect or copy the list of members as permitted in subsections (b) and (c) of this section, the superior court of the county where a corporation's principal office (or, if there is none in this State, its registered office) is located, on application of the member, after notice is given to the corporation and upon such further evidence, notice and opportunity to be heard, if any, as the court may deem appropriate under the circumstances, may summarily order the inspection or copying at the corporation's expense. The court may postpone the meeting for which the list was prepared until the inspection or copying is complete and may order the corporation to pay the member's costs, including reasonable attorneys' fees, incurred to obtain the order.

(e) Refusal or failure to prepare or make available the members' list does not affect the validity of action taken at the meeting. (1993, c. 398, s. 1.)

looks like the meeeting is valid even if no list is provided according to section e?
also emails are not required under law.