BOD Election Issue - Campaigning by Board Members

Bill

I call BS on ""violation of fiduciary duty"". A BOD Member is also an owner thus they still have the rights of any owner including campaigning for someone. The one area that being on the BOD that can be tricky is being sure that when you talk to people you are expressing your personal views not those of the BOD.

Say, BillB, how about providing the complete citations for the Associa article? (And why is an MC an expert?) And also for the Microsoft Copilot piece? I'd like to read them in their entirety.

I'm underwhelmed by what I see so far in the "copilot" piece. Someone writes: "It can be considered a violation of fiduciary duty if a nonprofit board member campaigns against another member up for election. Let me explain further:" Who is the "me?" Another sentence also claims (in the passive voice) a breach of fiduciary duty.

Are these articles also claiming a director seeking reelection should not campaign for themself?

This reminds me of a topic that came up in board member training sessions.

The attorneys were clear about the importance of avoiding the appearance of favoritism. They also reminded us that homeowners can and will misinterpret the most innocent things - such as responding to a homeowner's comment on social media. This is one reason we were strongly encouraged to stay off of social media altogether.

Supporting a candidate is straight up favoritism. No misinterpreting is needed.

Yes, you can campaign for yourself. It would be odd if you couldn't, and nobody would expect it. That said, I didn't do much for the re-election. If homeowners didn't understand what I was about at that point, no amount of campaigning would change that.

Board members can solicit proxies and vote for themselves multiple times, even.

(One of our homeowners once tried to insist that board members had to recuse themselves from voting in the annual election. He got a strange look from the attorney who was attending our meeting...)

Actually, I may campaign against a person like that. Rules and principles are meant, in part, to prevent harm. I would probably view electing such a person as the greater harm, but it would depend what kind of harm and how much. Disruptive board members can do a lot of damage, that's for sure.

KerryL1 - here is the full text of the Associa article titled do's and don'ts. It is long!!

Good leadership is key to any organization, including homeowners' associations (HOAs). Comprised of volunteer residents elected by fellow neighbors, an HOA board is responsible for carrying out the rules and bylaws of the community, among many other roles. And as a member of your community’s board of directors, you know how vital board elections are to your association.

The voting process and electoral event should be taken seriously and sitting board members must ensure that procedures are properly followed, and appointments are fairly administered. The effectiveness of a board of directors can make a significant difference in community operations and the quality of life for residents. To provide a successful framework for your community’s next elections, follow these dos and don’ts.

DO: Use your governing documents to guide elections.
Essentially the constitution, law, and regulations that explain how a community operates, your HOA’s governing documents will provide information and guidelines about hosting a board election. Look to your governing documents for details regarding:

Election timing and frequency
In-person attendance requirements
Voting options
Candidate qualifications
Notification protocols
Campaigning rules
Term lengths
These documents vary by community and may be challenging to decode, so consult your association attorney for clarification if needed.

DON’T: Ignore local, state, or federal laws.
In addition to your governing documents, your local and state laws will outline the rules of operation for your HOA, including voting and election processes and requirements. For example, Florida has set term limits for board members, and California requires the use of a third-party election inspector. Research applicable election laws and restrictions and confirm compliance to avoid issues. As always, consult your association’s attorney if you have questions.

DO: Maintain transparency.
Transparency from the board is critical—especially during elections. Board members should maintain regular contact with residents regarding upcoming elections, procedures, candidates, and open positions. When community members are made aware of key dates, guided through the next steps, and informed about opportunities, they may not only be encouraged to run for a position on the board, but are also more likely to participate because they trust that the board is equipped to administer a fair and accurate voting process. Failure to inform residents about elections can result in a low voter turnout and the inability to meet a quorum, or the minimum number of votes to count towards a valid election.

DON’T: Operate without an election committee.
An election committee or nominating committee is often a mandatory committee specified in your HOA’s governing documents. These committees play an integral part in guaranteeing qualified and willing candidates are available for election to vacant positions. These committees can also help establish a plan to meet quorum and educate residents about the board’s structure and the importance of voting.

DO: Have clear nomination procedures.
Before beginning elections, make sure all community members understand nomination procedures. Some standard methods of nomination include:

Traditional nomination: An HOA member in good standing nominates another member in good standing for a position on the board. Depending on your HOA bylaws, this nomination may need a "second" to confirm.
Self-nomination: A person interested in a particular position on the HOA board puts their name forward for consideration. Most HOAs allow this option, though the candidate must meet any outlined qualifications.
Floor nominations: Floor nominations occur when members nominate another member in a meeting. Typically, no second is required.
Write-in candidates: Some bylaws allow write-in candidates. Any voting member could write any qualified member's name on the ballot even if they weren't previously listed as a candidate.
Procedures vary by community—your HOA’s governing documents will outline what type of candidates qualify, self-nomination and voting restrictions, and how to properly accept candidates.

DON’T: Endorse any specific candidate.
Board members must always remain neutral—it’s their fiduciary duty. Who gets elected is up to residents, and sitting board members should never endorse one candidate or attempt to influence voters, even if they believe one candidate would be better suited for the role. That means no campaigning for a specific candidate or making negative or unproven comments about another. Some state laws even prohibit board members from getting too involved in HOA elections beyond the scope of ensuring a fair elections process.

DO: Encourage members to have a written proxy.
Not every resident will be able to attend a meeting where an election takes place. Because of this, residents who can’t attend should complete and return a proxy form. A proxy is an authorization that allows one person to appoint another (the proxy holder) to vote on their behalf. Proxies can be rescinded if the member attends the meeting, but their proxy can be used to establish a quorum if they don’t make it.

DON’T: Forget to have a transition plan in place.
Since serving on an HOA board is voluntary and no prior experience is necessary, incoming board members may have little or no understanding of procedures—that’s why having a transition plan is key. When a transition or significant change occurs, new leaders can reference this plan and find everything they need to maintain smooth operations, continue ongoing projects, and stay on track with goals. In short, it helps new board members take over their duties with as little disruption as possible. The transition plan should summarize the previous board’s work, notify about the current state, and include the following:

Agenda logs
Major contract summaries
Current strategic plan
Examples of the operational structure
Reserve summaries
Up-to-date cash flow analysis
Recent financial statements
Annual calendar
Governing documents summary
Current and previous year’s budget
General manager reports
Overview of any pending projects

KerryL1 Here is what initiated this thread
There are 5 Board members - call them A,B,C,D and E. Members A,B and C terms are expiring and are up for re-election and all have been placed in nomination for vote at our annual meeting - now call them Candidates A,B and C. One other association member has expressed interest in serving on the Board and his name is also placed in nomination - call him Candidate X.

Board member D, not up for election has issues with Candidate A and is personally and secretly speaking to association members (possibly hundreds) telling them not to vote for Candidate A, but instead vote for Candidate X. Those members may or may not take what they are being told as fact, but are not likely to think they are being deceptively informed.

Candidate A, however, is not aware that this is going on and has no opportunity to defend himself against any allegations presented by Board member D.

That said, I agree with others in this thread that Board members have the same rights as any other member of the association. However, I do believe that being members of the Board elevates their level of accountability and transparency, especially concerning elections - one of the most important roles of association members.

It may well be that situations like this that result in many resources advising that even though it may become clear to you that a particular candidate is best suited for the job, you must never endorse or speak ill about a particular candidate for election. To ensure a fair election process, you must remain a neutral HOA board. That means exhibiting no personal bias or favoritism. You must allow homeowners to form their own opinions and simply trust in their good judgment. Keep your thoughts to yourself even when asked by a member.

Thanks to everyone for their input. It has helped me understand differing viewpoints and opinions. In the end, I come down on the side that Board members should be neutral and not express any opinions on candidates for election.

Bill,
If candidate A is sleepwalking through this election and is not aware that board member D is lobbying against him, he is obviously not a great candidate IMO. HOA politics is very similar to real life politics with less money spent. It is important for candidates to be able to tell their story. As Kerry has mentions a "Meet the Candidates" forum is a great place for this to happen. I also say that HOA elections are one by usually a small percentage of the voting public. I always tell my board that if they want candidate A reelected, they need to tell their circle of friends that you would like to see them remain on the board. If properly done friends tell friends and the deal gets done.

I am still not sure which board member you are in the ordeal, but I will tell you as someone who has been in and won every election, I have been in (8 Total) it takes work on the part of the candidate. It is also a popularity contest and that means having name recognition and doing things in the HOA that benefits others. I am up for reelection again in September and we will see if my luck runs out.

Kerry,
Your tips are great. Another one I might suggest is to focus on the non-owner-occupied accounts. As a board member this is usually very easy to see the billing address verses the HOA address. I did a mailer to these people back in Ca. when I was trying to defeat a corrupt board president. I tailored it to them and went into detail about how if you are not living in the community, it is more important than ever to have a board member that has the HOAs interest at heart. I added my email and phone number and got many positive responses, and I was reelected, and he was voted off the board. The look on his face when he had to do the walk of shame and leave the table when the election official read the results was priceless.

Ah, the "walk of shame." When 3 bad directors were defeated for reelection in my HOA, one was so sure he'd win, he went on vacay and was absent! Upon realizing he'd lost, another meekly & silently left the table to sit with his wife in the audience.

Prior to the ann. mtg. there was a board meeting. The third loser (an attorney, yet!) was so confident that'd he'd win, his meeting materials were scattered all about in front of him. So he kind of spread out his arms to noisily gather all his stuff, which he crammed in a briefcase, dropping some on the floor, and then he stormed out of the meeting room making sure he slammed the door.

Some 5 years earlier, when the prez had campaigned nastily against me in her bid for reelection, the ann. mtg. also followed our board meeting, I placed all my materials in my briefcase so I could make a smooth dignified departure. I gave myself a 50% chance I'd lose. But she did. When it became obvious as the tabulations were read by the head insp. of elections, she quietly left the table. We all sat mute as there was a bit more biz to conduct. She soon returned with a crumpled tissue in her hand. She'd clearly been crying. I truly did feel sorry for her even though she doomed herself with her negative campaigning.

Oops. I meant "quid pro quo expectations between Candidate X and Board Member D." Candidate A has nothing to do with this other than being the target of Board Member D's whatever-it-is.