Problem with a Board Member

I am Vice President of a Condominium Association. The President asked all members of the Board to put together no more than 6 questions to give to our Reserve Study group addressing the Reserve Study which covered many areas. He wanted us to send our questions on to him so he bundle and send on to the Reserve group all together. It turned out my 5 questions were the only ones sent, no other Director had any questions. So, the President took it upon himself to answer these questions himself and suggested I ask a couple other board members (with whom I disagree somewhat and he knows that) for other answers to my questions.

I had worked for hours on these questions and wanted the Reserve group who deals with 150+ Associations to address my questions. I asked some questions questioning our plan for Roof replacement which was a topic included in their report. The President decided to just send one of my questions on anonymously when I had signed my name to the page of 5 questions and have even talked (in the past) with the person that they were being sent to. A very nice group.
If he was unable to answer or provide me guidance, I was ok with that. I was hoping he had had some experiences, in the past, regarding the best financial way to address new roofs.

The President indicated my questions did not apply to our Reserve Study and so he didn't send on. In my estimation, they did apply. I did not say anything negative about any board member. They are all good people. I did not criticize anyone, but I did give what I thought might be a good way forward and wanted their thoughts about how we might handle roof replacement in the interests of our financial situation. We have a young man (with no Association knowledge) on the board in charge of all the roofs, siding, and painting etc. He is like a kid in a candy store wanting to spend hundreds of thousands of dollars quickly potentially leaving us in a rather precarious situation. They don't see it that way, everything this young person says to do we hop on his wagon and do it. I seem to be a loner here, older, and just would like for other ideas to be heard and at least considered. Am I wrong here? I am not one who grabs the microphone and blabs forever about what I think. Many meetings, I say mostly nothing.

I have written our President who is a very nice man, and made it clear I did not approve of what he did, without my permission and without speaking with me first. I asked that he send the rest of my questions on to the Reserve group as he told us he would. It's like what I have to say, sometimes not always in support of everything this board wants to do and I am basically ignored. I understand that somewhat, they have been together on the board for years and think their ways of doing things and decisions made are the ONLY way to go. He likes to manage everything and everyone so that what he has decided is not jeopardized. that's fine, but don't I have the right as an officially elected board member to speak what I think regarding thus and such?

What do you think about this? Thanks for your help.

Peggy W3

yes,Peggy.Please post your questions to the reserve specialist/or this reserves firm.

You wrote:"He [the president]likes to manage everything and everyone so that what he has decided is not jeopardized." Is he alone making "decisions?" If, that is so, it's completely wrong. Boards vote at meetings to make decisions.

I think I recall (maybe incorrectly)you once asked if you could make a motion. I'm thinking there's a lot you need to learn about HOAs and their meetings,Please visit CAIonline and look for their Board members Toolkit.

Pretty good idea, Dean, except: In many HOA s, directors may not simply call the attorney or the CPA or and of their vendors. They must get permission from the Board or maybe the presidents.

Wait, what is a "reserve study group," Peggy? Is it some sort of HOA Committee? Or is it the company that does reserves studies?

I have, a few times in the past over many years, when on our Board emailed questions to our RS ( Certified Reserves Specialist) via our PM and rec'd very helpful replies.

The "best financial way to address the new roofs" is the info that Peggy wants. But it's not the RS's job to prepare a budget for an HOA.

The RS recommends how much to contribute each year to move the HOA to 100% funded. Boards might rely to the RS: We can possibly raise dues that much this year and even more next year. Please preset us with a "path" to get tp 70% funded, or to much better funding than we are nonow.

Every. time I asked questions of our RS, there was no charge either. He also charges nothing to do a Town Hall for Owners.

My point was that in my HOA and perhaps many, directors may not simply phone any of our vendors w/o Board or prez without permission. I couldn't just call our landscaping vendor to ask why the trees haven't been trimmed & lifted yet?

I suppose it comes down to the vendors you use, your HOA’s relationship with the vendors and if you have over controlling members on the board. I know my vendors would gladly accept a call from any board member to answer questions vs a board member complaint / recommendation for replacement in an open board meeting in front of 25 other people.

As a recent example, one of our board members ,without board discussion or permission, decided to call the irrigation company to determine why our fall service was not being provided on time. The member discovered the owner had died and the company was a mess and wouldn’t be able to provide the service. Thankfully we got a replacement before the irrigation pipes froze.

Peggy wrote: "He likes to manage everything and everyone so that what he has decided is not jeopardized. that's fine, but don't I have the right as an officially elected board member to speak what I think regarding thus and such?"

No, it is really not fine. While it's good to respect fellow directors, all directors have equal authority, and equal duty to make careful inquiry. Directors can't delegate their responsibility to the president or anyone else. Sounds like you are doing your duty.

Board actions are not subject to the advice of the president; the president's actions are subject to the advice of the board.

Terri, the president's "actions" or "decisions" as Peggy put it are subject to the vote of the Board. Some Boards, of course, may vote to give the president certain authority over certain matters. Or the treasurer. Or a directors to be liaison with the landscape contractor, etc., etc.

But directors should not and should not have authority to randomly phone or contact any vendor without Board or prez authorization.

In Dean's case, that would probably take 2 minutes of the president's time to give the director the go-ahead to call the irrigation vendor.

We have, I dunno, maybe 15 vendors who're onsite regularly. All contracts say the president is the Board point of contract. This so even to our unsite PM. Imagine 7 directors "dropping "by" his office when ever they eellike it with a question that they can look up themselves on our website.

I am wondering why Peggy does not let us review her questions.....

PeggyW3, my bottom line: If a HOA president gives a director pushback for questions the director wishes to ask of the reserve company, and after talking with the President the director still thinks his/her questions are reasonable, then I fully support bringing this to the entire board for a vote.

Either the president or the one director or both may not be well informed on reserve studies. Hence my bottom line above.

In your opinion.

My advice to Peggy is to stand up to a dictator. Maybe the other directors just need a little courage.

Not only does the board possess the right to prevent another director from doing certain things like xyz (which the latter director may think is a "fiduciary duty" but in fact is not); the board might even have a duty to prevent the director from doing xyz.

You are stating something I never said - not the first time. I said "no director." I did not say the board.
Furthermore, neither a director nor the board can prevent a director from performing his fiduciary duty.
You are watching too many Fantasyland movies.

-- I never said you said what I said.

-- Above I am stating my position.

They can have such a vote. But the action to withhold these statements each month may violate the D-S Act.

Another example:

Director Joe Brown wants to talk with the HOA attorney to get questions answered that Joe says will help him make a decision on an upcoming vote. Joe provides the questions to the board and asks for their okay. A board majority finds the questions frivolous. The board can vote to prohibit Joe Brown from contacting the HOA attorney and then take further action if and when Joe does. If Joe does not like it, hopefully he is smart enough to figure out what steps he can take.

Terri wrote: "A director does not need a vote of the board to ask a question which is part of doing her fiduciary duty." And "No director has the right to prevent another director from performing his fiduciary duty. That, in itself, is a breach of fiduciary duty." These both are incorrect and I insist they are until you, Terri, can show how individual Cali directors have a fiduciary duty to contact vendors w/o board assignment or possibly prez assignment to do it.

Boards, of course, cannot vote to break the law like demanding the Board not review the monthly financials. Poor example.

To follow up on Elle, here's my real life example. very near the end of my final 2-year term as director:

Our HOA had a lot of exterior work on our 25 story twin towers done in '18, and on a several tory section of it--refinishing exterior coated metals --had failed with a first product and then with a second coating. The latter was gradual and I noticed it because it's is next to my balcony and became duller & duller. I knew we were out of warranty. BUT, I realized the statute of limitations has not "run" (expired).

I researched the contract, etc. a placed on an executive session (potential lawsuit)agenda that the Board needed to contact our HOA attorney to pursue a construction defect issue. I had my draft letter to the attorney written & in our directors report. I urged the Board to approve, pointing out that unless our GC contacted the vendor, the Sof L would run in about 2 months, I estimated. The Board approved contacting our GC. I l"retired" from the Board a month so later.

He pursued it & the vendor agreed to redo that surface and one other areas. Our Reserve Study noted for 2024 that the vendor did over $100,000 worth of work, thus lengthening a portion of that reserve component's est. life by several years.

You' re right about one thing, and just one thing, Terri. I "have slipped."Chemo is tough on me and defeintelty affects my typing., which never was good.

Let’s make this perfectly clear. I am neither an employee of or subordinate to the president, nor is any other board member.

Most declarations provide the president with the responsibility to preside over and call meetings - that’s all.

Dean said "Let’s make this perfectly clear. I am neither an employee of or subordinate to the president, nor is any other board member.

Most declarations provide the president with the responsibility to preside over and call meetings - that’s all. "

Well said!

And those extra duties Cathy mentioned are still performed after the board has approved the legal instrument to sign.

Duties are one thing; authority is another. Directors have equal authority but have different duties.

Boards make resolutions, not individual directors. Various duties can be assigned to any director when that director is elected to an office. All directors have equal authority. The board has the power, not an individual. All corporate powers shall be exercised by or under the board. Corp Code 7210. 7213 officers duties are stated in the bylaws or determined by the board. Any officer can be removed by the board. All directors are equal.

No, duties are not assigned. The CC&R provides the duties for the officers and one accepts those duties when they accept the officer positions.

Amy other duties are on a request basis.

Yes, additional duties can be assigned.

CORPORATIONS CODE - CORP
TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. )
DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. )
PART 3. NONPROFIT MUTUAL BENEFIT CORPORATIONS [7110 - 8910] ( Part 3 added by Stats. 1978, Ch. 567. )
CHAPTER 2. Directors and Management [7210 - 7240] ( Chapter 2 added by Stats. 1978, Ch. 567. )

ARTICLE 1. General Provisions [7210 - 7215] ( Article 1 added by Stats. 1978, Ch. 567. )

7210.
Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to action required to be approved by the members (Section 5034), or by a majority of all members (Section 5033), the activities and affairs of a corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board. The board may delegate the management of the activities of the corporation to any person or persons, management company, or committee however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board.
(Amended by Stats. 1996, Ch. 589, Sec. 23. Effective January 1, 1997.)

I don't think slavery is allowed in the Corporations Code.

I gave you the statutory basis for assigning duties. To delegate is to assign.