HHHEEELLLPPPP!!

First and foremost, welcome and thank you for volunteering to serve.

As President, you are seen as the face and voice of the board. The individual may be frustrated with the whole board but, due to your position, it gets directed at you.
You can not control how other people behave.
You can control how you respond.

The best advice here is to treat this individual as you wish to be treated. Be sure they are included in all discussions, etc.


Realistically, the answer is yes.
However, none of you should have to pay for that technology. Additionally, the Association shouldn't pay for the technology.
All that is required is that a phone connection be made and the phone set in the middle of the table so everyone can hear everyone.

That said - pick your battles.


The attorney didn't give you bad advice.

Expecting that you are incorporated, any member would be able to have access to a membership list simply by asking.
See: Tenn. Code Ann. § 48-66-102

Now, the individual should not have utilized the HOA name in an email account without board approval. That said, if you don't have money for a legal fight, you might need to let that one go. What you can do is inform the membership that the board is aware of the account but it is not the official account for the Association. Then provide the members with the correct account they should use to contact the board. DO NOT GO INTO ANYTHING ELSE ABOUT IT as it could cause more issues for the Association.

That individual is one vote.
It would be rare that they would control how an issue is decided.

Be as transparent as you can be with the membership about the actions of the board.
Email or a newsletter is a good way.
Don't bring this issue up before the membership - that will cause issues for the Association.
Sometimes, the best response can be no response.

Since you are new, I offer the following resources:

Tennessee Code - Lexis Law Link Once at the statutes, click on title 48, then expand non-profit corporations to view the applicable statutes

The Board Member Tool Kit from CAI

Best Practices Reports From the foundation for community association research

Common Mistakes New HOA Board Members Make article from an insurance consulting company

Community Association Resources - TN page From the Community Associations Network

Hope this helps,

Tim

Sorry, it sounds like this person want's to cause issues.

I would not mute them - as this could cause additional issues.

Instead, I would allow discussion prior to voting and limit the discussion (if needed) to x minutes.

Pattie,
I feel my heart start to race as I read your post. As someone who has been the president of 2 separate boards in Ca. and Texas for 12 of my 14+ years, I must say this is rare but not completely unforeseen. In my time I have had 1 member who constantly worked against the board, and it makes board life very tuff. In this case it was not racial it was purely someone that always thought they were right and excepted nothing else. It is usually very obvious to the board that they have the problem not the majority of the board.

What I would do is on the next agenda place the item of how meetings will be held moving forward. As other have stated be very professional and completely by the book. If the motion passes and the meetings are going to be held in person and this member decides not to attend after usually 3 no shows, they are considered negligent in their duties and can be removed. You need to check your bylaws to make sure you have similar language that is in most documents. In my opinion Zoom was a Covid emergency measure for HOA meetings. We are not under any emergency currently.

Part of being on a board is to work as a team to come up with plans for the community you represent. I always remind my members that none of us is going to win every discussion. It is our job as volunteers to state our case and hopefully sway the majority of the board to follow. I would assume that this person is not a team player, and his mission is not good or faithful to this cause.

Everything you do needs to be by the book, and it is important to take good notes at the meetings. This will not be easy, but it must be done. There are not many things that make me madder than someone making racist claims. It used to mean something when that word was used and now because of its over usage it has lost its true meaning.

Good Luck and this too shall pass.

I first wanted to say just how much I appreciate everyone for your advice and sharing resources. I found this site, searching the Internet for any and all information I could find. I wasn’t even gonna post on it. I was just reading through stuff to see if I could find any information similar. I did find a few helpful threads but nothing to this magnitude.

Some people have asked some questions, so I’m gonna address those here to shed some more light. as far as creating the email he had to write a letter to the community apologizing because some of the people he sent it to posted it on the unofficial Facebook page wondering what was going on. So it had to be addressed and we did not go into detail. So, at that point, we thought all was taken care of, and things were going to move forward and get better. Obviously they haven’t. We have only been an established board, I use that term loosely maybe an elected board is better since October 25. And everything that has transpired up until now has only been via emails. Alot of time is spent having navigate my responses carefully. We’ve had two zoom meetings, one with the attorney that the Property Management brought and then one with our property manager to address the letters that we’re going to be going out to the community. The things we have been able to achieve our minor compared to what we have in our plate has been communicated via email. Which is a good thing because I have everything in black-and-white.

Somebody asked if he was already on this board. No, we are a new community we were elected at the turnover meeting. He states he has been on other boards or he is on other boards what those are I don’t know. So the four of us have never served on any board and have a lot to learn.
A lot of us heard of Roberts Rules of order, but we have not use them before. Which brings me too him making condescending remarks about the president of our board doesn’t even know Roberts rules of order etc. Or she shouldn’t be president because she has no experience. Which me personally I don’t pretend or act like I do know what I’m doing. I asked questions when I don’t know, and that just opens the door for him to make his comments. I was elected president because I am present in my community. I know my neighbors I help my neighbors we didn’t have a lot of people vote, but even out of those votes I received 25. Everybody else was below 15. Typically this wouldn’t matter to me but he wanted to know how many votes everybody got.

He states that just because I’m the president doesn’t mean I run the board which I’ve never even come close to taking that position. Three of us were on the grounds committee prior to the turnover. So we had already established an excellent foundation, approaching everything as a joint effort, and the fourth person has come in joining that as well. I never wanted and still don’t want titles to interfere with ever improving our community.

Again, thank you all for taking time to comment and give me guidance and I have wrote everything down have saved the links that were provided and will be adding that to my list of learning.

And thankfully the other 3 feel the same way as we do and we aren’t worried about need his vote to approve anything. It’s more the principle of him continuing to be disrespectful, verbally abusive, harassing , dishonest and manipulative. I know I have to pick my battles and I am a strong ass woman but I can only take so much. I’m starting to feel defeated. Which is why I came looking for help and guidance.

He refuses to meet in person. And he doesn’t have to. As for my property manager she has already misguided in a few things. But as I stated before last year, there was storm damage to his house or his roof, and it was the HOA that had to fix it. Because it wasn’t getting done when he wanted it to be done he wrote several letters into her supervisor trying to get her fired and then he obtained a lawyer why I don’t know that’s just what was told to me by the PM. Piecing things together, I think they’re afraid of him.. they have not helped 1 ounce with his behavior. Again I’m new I’m still learning my responsibilities and the property managers responsibilities all dealing with him.

Unfortunately our generic bylaws we have states it has to be unanimous for us to meet in person. Definitely getting a new PM company. All the residents already want that.

Will you cite the exact wording in your Bylaws that states in order for the Board to require that directors meet in person, the vote for such a requirement must be unanimous?

I strongly agree with those who recommend that you place on the meeting agenda: "Rules for discussion and debate of agenda items." As meeting chair, write a motion for the Board to approve board meeting rules. Ours state that after a motion & 2nd are made, any director's discussion may be no longer than two minutes. AND, that no director may have more than two 2-minute discussion times per agenda item. This keeps everyone focused on the motion, gives everyone a fair chance to speak, and limits endless, repetitive yakking.

For the vote, there's no need to ask each director (a "roll call vote"), a show of hands is sufficient. In the meeting minutes, any opposing votes must be recorded. You might not have to make a rule about this: Given Mr. Jerk, recording the name of the motion makers ,and the names of how directors voted will show owners (who actually read the minutes) that he constantly is obstructionist.

It is up to the Board to permit a director to have their "reasons" for a no vote in the minutes. So, if he asks, the Board is not required to permit him to have his reasons on the record. Or, it could make a rule that a reason for a no vote is permitted to go in the minutes but must be limited to one sentence. Please make sure your minutes writer does NOT include discussions but basically only motions and votes.

If you do the above, Patti, you'll have far less noise from him and your meetings will be fair, efficient and productive.

But--in TN is a notice and agenda of an upcoming board meeting required? And in your HOA, is a x-day notice & agenda board meetings required? If not, Amy directors add any topics they like AT the board meeting? If so, I can see thaat Mr. Jerk, could consume a lot of time the way. Your board though could make its own rule that all agenda items & their background materials are due to the PM x days before the meeting. This will completely avoid him springing items on the board and blindsiding them.

I served on my HOA's Board for 14 years with 30+ different directors (board of 7). Several were, of course, board presidents. Out of all 30+ directors, only ONE had strong knowledge about Robert's Rules. Another 2 knew a little. And like my Board, your Bylaws probably do not require you use Robert's for board meetings. (It is possible that they or TN do require them for meetings of the members (owners)).

???

That doesn’t say you have to allow directors to attend remotely. It says if you hold regular meetings outside of Wilson County it must be by unanimous consent.

Can you cite the law?

David, thank you for challenging me. I truly mean that another gentleman gave me links with extremely helpful information and after doing my own research this is what I found. I tried to attach a picture but it wouldn’t let me. I did not mean to post all of that but , the way I am reading this- it does allow virtual meetings, and it does count as in person, unless otherwise stated in your governing docs and bylaws. Which means if we put it in our governing docs and bylaws that attendance is required in person for all meetings then that’s law for our board. Right? I just want to make sure I am I am understanding everything correctly.

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TENNESSEE'S VIRTUAL MEETING STATUTE

Tennessee commonly permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an association’s articles of incorporation, charter, or bylaws. The Tennessee Nonprofit Corporation Act governs all non-profits regarding corporate structure and procedure. Most associations in Tennessee are organized as nonprofit corporations. Contact your association’s attorney to see what your community’s options are for virtual meetings based upon your governing documents.

Applicable Statute: Nonprofit Corporation Act

2018 Tennessee Code Title 48 - Corporations and Associations Nonprofit Corporations Chapter 58 - Directors and Officers Part 2 - Meetings and Action of Board § 48-58-201. Regular and special meetings.

(c) Unless the charter or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

Universal Citation: TN Code § 48-58-201 (2018)

2018 Tennessee Code Title 48 - Corporations and Associations Nonprofit Corporations Chapter 52 – Incorporation § 48-52-107. Emergency bylaws.

(a) Unless the charter provides otherwise, the board of directors or the incorporators of a corporation may adopt bylaws to be effective only in an emergency. The emergency bylaws, which are subject to amendment or repeal by the members, may make all provisions necessary for managing the corporation during the emergency, including:

(1) Procedures for calling a meeting of the board of directors;

(2) Quorum requirements for the meeting; and

(3) Designation of additional or substitute directors.

(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

(c) Corporate action taken in good faith in accordance with the emergency bylaws:

(1) Binds the corporation; and

(2) May not be used to impose liability on a corporate director, officer, employee or agent.

Universal Citation: TN Code § 48-52-107 (2018)

2018 Tennessee Code Title 48 - Corporations and Associations Nonprofit Corporations Chapter 53 - Purposes and Powers Part 1 - Purposes and Powers of Nonprofit Corporations § 48-53-103. Emergency powers.

(a) In anticipation of or during an emergency, the board of directors of a corporation may:

(1) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and

(2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

(b) During an emergency, unless emergency bylaws provide otherwise:

(1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and

(2) One (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

(c) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation:

(1) Binds the corporation; and

(2) May not be used to impose liability on a corporate director, officer, employee, or agent.

Universal Citation: TN Code § 48-53-103 (2018)

Tennessee Code Annotated, Title 48, Chapter 57, Part 1 is amended by adding the following new section:

48-57-10_. (a) Unless the charter or bylaws provide otherwise, and subject to guidelines and procedures as the corporation may adopt, a corporation may permit one (1) or more members or proxyholders to participate in a regular or a special meeting by, and the corporation may conduct the meeting through the use of, any means of remote communication if: (1) The corporation implements reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a member entitled to vote or proxyholder of a member entitled to vote; (2) The corporation implements reasonable measures to provide members and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings; and (3) The corporation maintains a record of each vote or other action taken by a member or proxyholder that is taken by means of remote communication. (b) A member or proxyholder who participates in a meeting by the means described in this section, whether the meeting is to be held at a designated place or solely by means of remote communication, is deemed to be present in person at the meeting.

Patti - that was the law that I found, and I agree with Elle it only gives your board the discretion to, so long as their bylaws don’t forbid it, allow meetings to be conducted virtually. By no means do you have to.

I would start by telling the problem child that board meetings may no long be attended virtually, and hopefully conduct business without him. He could pony up for an attorney, but I don’t see any way he could win.

I would also look to see if your bylaws or state law provide for any means of removing a board member for lack of attendance.

Of course, you could be less aggressive and follow Elle’s original advice. Which is to be very committed to running tight meetings. In that case, their virtual presence is an advantage to you, because you can mute them. Because as the President, you preside over the meetings.

In any event, don’t let this person make you feel defeated. I’ve only been doing this for about three years, and some time ago I stopped thinking I could “manage” difficult people. It never works. Instead, I roll over them and allow them to marginalize themselves with their bad behavior. And take solace in how miserable they must be to live in a constant state of anger and hostility.

Some here say that directors should always go to the manager with their questions. In my opinion this needs to be done with great care. First, many managers are thoroughly illiterate when it comes to HOA law. Second, many managers will pretend to be knowledgeable and haven't the brains to say, when they do not know, "I do not know." Third, ask a manager enough questions, and it is guaranteed they are less likely to take instruction from the board when push comes to shove.

Answering questions from the board is generally not a duty of a HOA manager. More than one HOA manager has been cautioned that the questions they are answering are often legal questions. Which means the HOA manager is receiving money for legal advice. Which is a violation of the law. And believe me, the typical HOA manager does not have enough formal education to understand any of this.

Have you a plan at this time on how to correct him on this point (remote attendance not allowed unless the board votes to allow it)?

I bear in mind you have to get the board on the same page on all this.

I agree with DavidG45's last post.

No way in the bylaws forbids any in reference to this. We will not allow virtual meetings going forward. I am not worried at all about the others being in favor of this. As they are fed up with him just as much as I am.

Mercy, where to begin? There’s a saying “If you can’t dazzle them with brilliance, baffle them with bullshit” and that may be the story of this board member. Mr. Cranky (that’s what I’ll call him) may have some “experience” as a HOA board member, and by that I mean, he may have sat on one, but didn’t pay any attention and doesn’t know what he’s doing, or is straight up incompetent and is trying to take advantage of the rest of you because you’re new to HOA board – dom.

Your property manager works at the board’s direction – he or she can offer suggestions, but in the end, the rest of you have to do your job and run the association, because he or she isn’t a board member. There are five board members, and he only has one vote, so the rest of you can outvote him – don’t be afraid to do that. Threats are one thing, but it’s what you do that counts, so unless he comes up with a lawsuit or you get a letter from whatever agency oversees HOAs in your state, focus on getting things set up.

It's too bad your developer didn’t arrange for everyone to have training on the ins and outs of running an HOA, but they never do. This is why I suggest people go to the Community Association Institute (CAI) website. It’s an organization of HOAs and related vendors, and they have LOTS of educational materials on several subjects, ranging from rule enforcement to reserve studies and back to running effective meetings. Some of the material is free, so take a look around and see what you might need. Start with the Board Director’s Toolkit. All board members should get a copy and read it along with your documents. Everyone can take a section and conduct a summary of its contents during part of the meeting, although you should make it clear everyone’s expected to review the whole thing.

Between that and reading your documents, you’ll get an idea of where to start to get organized. Through it all, continue to keep him informed of board activities, as Tim noted. You could also give him an assignment - that may give him something to focus on and he can show how astute he really is. As you get deeper into running the association, you’ll find lots of people will try you - can’t stop that, but you can control how you react to it.

Back to Mr. Cranky - I also wonder if there are people in the community you know who are friendly with Mr. Cranky. Maybe there’s some family drama that’s affecting everything in his life and he may need to step back but doesn’t know how or is afraid to. Or he’s really honked off at the developer because of the roof and sees the rest of you as an extension of them. I know that doesn’t make sense, but one never knows why people say and think as they do.

If you could find a neighbor who's close to him, perhaps he or she can talk to him to find out what's really bugging him or give you the backstory in confidence. Another board member (because he doesn't like you) might then reach out to him and the neighbor might be willing to act as a go-between to keep the conversation civilized. Tread carefully with this, however - whoever does this shouldn't be a gossip, otherwise more trouble will ensue.
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Regarding the Zoom meetings, I think he does owe you an explanation why he won’t attend in person. I know there’s been a bit of an uptick in COVID cases, but somehow, I don’t think the fear of that, RSV, pneumonia, the flu, and everything else making the rounds this time of year is the reason. That said, that may be a blessing because If he were to show up in person and got ugly, that wouldn’t end well for anyone. With Zoom, you can always put him on mute but only do that when the name-calling, cussing, and that stuff ensues.

If he wants to attend Zoom meetings only, I think that’s appropriate if he has a decent reason, such as health, bad weather (in which case all of you would have to stay home), or personal issues like caring for a relative who can’t be left alone. Otherwise, HE should figure out how to make the Zoom attendance work. If you’re going to let him attend via Zoom, you’ll need to make accommodations for other homeowners who would prefer to attend that way. If there are many people, you may need to come up with something.

If the other directors are comfortable with it, then record the meetings and put him on notice that every nasty thing he says will be recorded. See if it makes a difference.

Invite all owners to listen in on meetings, so he knows that others will hear him.

Appoint committees to discuss and prepare materials for the board to vote on. Then board meetings can be shorter, mainly bringing issues to a vote. Note: you normally don't want to shut directors out of discussions at a board meeting, so these committees are a last resort kind of thing.

Look up how to handle a bully, and get the support of the other board members to call out the bully when he is nasty.

And you couldn’t be more on that. Have a wonderful holiday Season!

Hey Kerry, I know this is a long thread but it is clear in this thread why we have a problem with him only wanting to attend zoom. Zoom is just a minor issue. His behavior and the way he talks to all of us, more me than anyone is and has been unacceptable. We have had a few meeting , our very 1st one an attorney had to be involved, he refused to turn his camera, had to have 2nd meeting about the 1st mtg, refused to turn his camera on. We saw him for a split 2nd on turnover meeting. Attending via zoom isn’t necessarily the problem. The problem is he wants to hide behind a keyboard, say hateful, demeaning, make accusations and much more . He refuses to turn his camera on. it’s easy to be a complete jerk when no one can see. It’s harder to do that face to face. We just became a board, we have never even met the guy. He lives on my street( lived here over a year) he is literally next door to another BM, 3 of the BM , including myself walk the community on the daily. No one has ever seen him out. The resistance is instinctively dubious. He severed what little trust there was right out of the gate, and the fact that he REFUSES to attend in person, he REFUSES to turn his cameras on via zoom meetings. Not being able to look someone in the eyes when having conversations about our community and making majors
financial decisions, everything else that has transpired is a major red flag. In order for us to make any progress , the meetings need to be in person at least until we can establish some common ground and a sense of trust. Having zoom as an option is wonderful and we don’t want to do away with it completely. What’s happening now is not working. 2 months as a BOD, and we haven’t accomplished much of anything. The board starts discussing a topic and it goes smooth for a few replies then he starts with his crap. We ignore it as much as we can but sometimes we just stop talking all together because it’s draining!

Thanks to the help and guidance I have received on here and being able to share with the others has been a blessing.

Pattie,

Since it is on a zoom platform, it should be possible to record the zoom meeting. This does two things:

1) Documents what is happening
1) all parties on the zoom meeting are informed that the meeting is being recorded - may cause the individual to think twice about what they say.

Patti, as both ell and I advise, and now Wendy, too, your board just make rules about how meetings are conducted. You, as president, could place this on the next board meeting agenda. OR, if. there's director who likes to write, s/he can place it on the agenda. Vote on each rule.

I see no reason why you cannot make a rule that Zoom videos must be turned on during board meetings. I've seen that recommended by an HOA attorney, btw.

I do think Elle exaggerates the extent to which all the misconduct and responses she lists are "not uncommon." We, for instance haven't see any posters e refine calling the police in a few years, I believe, or hire guards. Perhaps it wasn't uncommon in the HOAs where she lived?

Patti, as both Elle, Tim, Mark and I advise, and now Wendy, too, your board MUST make rules about how meetings are conducted.

You, as president, could place this on the next board meeting agenda. OR, if there's director who likes to write, s/he can place it on the agenda. Vote on each rule. Having a rule agreed to by a Board majority is much easier to enforce than to simply state, "Let's vote."

Is it possible, Patti, that there is no agenda for the Board to follow at your Board meetings? Is each item of business listed and the Board reviews it a few days before the meeting. I'm not feeling that h agent itself may be the problem.

I didn't notice earlier that HE won't allow his face to be shown on video. I see no reason why you cannot make a rule that Zoom videos must be turned on during board meetings. I've seen that recommended by an HOA attorney, btw.

With others, too, It's be b great if your manager could help you, but there's no requirement and too often they aren't knowledgeable enough themselves. f you have not read your contract with your MC, it's time.

I do think Elle exaggerates the extent to which chaos and the responses she lists are "not uncommon." We, for instance haven't see any posters resort to calling the police in a few years, I believe, or hire guards. Perhaps it wasn't uncommon in the HOAs where she lived?

What does BM stand for?
I wouldn’t put him on mute. I think it’s fine to correct if he is deviating from Robert’s Rules but then honestly he should be given the opportunity to theoretically be the second and then speak.
How you’re handling the voting may also be a bit suspect but your by laws and articles may allow it (or may not).

What works great in our HOA of 7 board members is the Board made a rule that any "discussion" following the 2nd is limited to two minutes per person, and that same person, may only deliver a 2nd 2-minute discussion.. The is subject to change, of course, if say, a motion needed to be divided or amended. Also, in our Board, any director may "call the question" although it's generally the presider.

I don't think TX HOA boards are required to use Robert's Rules unless, of course, in thiner own Bylaws.
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Elle's scenario looks OK tho' a roll call vote isn't needed. The no votes and abstentions must be recorded in the meeting minutes. How the heck DOES th invisible directors vote, anyway. Is there a hand raise thingy on Zoom??