Question about HOA Attorney's responsibilities

Oh - never mind! Found this gem using an AI search:

I'll help explain the attorney obligations under California law when representing HOA boards. The key provisions come from multiple sources:
Under California Corporations Code § 7210 and Civil Code § 4800, which incorporates business judgment rules, all directors have equal rights and responsibilities in their fiduciary duties to the association. This extends to their right to information from corporate counsel.
However, there isn't a specific provision in Davis-Stirling that explicitly mandates how attorneys must interact with individual board members. The attorney's obligations stem from California Rules of Professional Conduct, Rule 1.13 (Organization as Client), which states that when representing an organization:

The attorney's client is the corporation (HOA) as an entity
The attorney must work through the organization's duly authorized constituents
The attorney must ensure communications are made to appropriate officials within the organization

In practice, this means:

The HOA attorney must respond to authorized inquiries from any director
They cannot withhold information from some directors while sharing it with others
They must maintain attorney-client privilege with the board as a whole
Individual directors cannot be excluded from legal communications that affect their ability to fulfill their fiduciary duties

The California State Bar has issued opinions supporting this interpretation, noting that corporate counsel cannot selectively communicate with only certain directors unless specifically authorized by proper corporate action (like a board resolution).

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Much of the above is not accurate. Consider when one director qualifies as an "adverse party." This means the director opposes certain board decisions and has started making a legal stink about it. In this case by law the HOA attorney must not give anything that might be advice to this one director that is detrimental to the board majority's position (with caveats). As well at times the board would not only be within its rights to exclude the one director from certain discussions; the board might have a fiduciary duty to do so.

I see that ElleN and I posted at the same time, and our thoughts are on the same page.

in addition to the law being big business, an attorney is obligated to take instructions from the client as long as those instructions don't involve something illegal or unethical.

An attorney may not substitute his own judgement for that of the client, even if he believes that the client is not acting in his own best interest. He can and should educate the client, and can explain why what the client wants to do won't work out as he hopes. Hopefully the client listens. But if the client insists and the actions aren't illegal, then the lawyer does what the client wants within reason. If a client is being completely self-destructive, the lawyer can fire the client and may have to do so.

The other area an attorney gets into trouble with squabbling boards is that he can't act as a fiduciary to both the client (ie. the board majority) and the director who disagrees with what the board is doing. It's a conflict of interest. He has to say no to one of these parties. And because he has signed a contract to represent the HOA, then he has to tell the lone director no. If he were to talk to the director, he'd be violating his ethical obligations. It's not just a case of knowing what side his bread is buttered on.

So - the problem is that the long-time board members have granted special favors to buddies to rent their units, saying that units owned before a specified date are 'grandfathered' in to rent whenever they want to regardless of rental cap of 20% stated in governing documents, and that they can 'jump the line' to leapfrog owners who waited patiently in line for attrition to give those owners the right to rent. But there is nothing in the docs that mentions this special privilege. It was not disclosed to people who bought since that time. And that privilege wasn't offered or even disclosed to some owners who would have been eligible.

Found this:

"A California HOA must disclose rental restrictions and any differences in how they are applied to different owners. This is covered under California Civil Code Section 4525, which requires HOAs to provide prospective purchasers with all governing documents and rules that could affect their rights and obligations. If certain owners have different rental rights than others (for example, if some owners were "grandfathered in" under old rules or have special exemptions), this information should be:

Documented in the HOA's governing documents
Disclosed to prospective buyers before purchase
Made available to all current owners
Applied consistently according to written policies"

The long-time board members violated all four of those requirements. And the HOA Attorney probably knows I have the goods on them, and on him for not re-writing the documents to include the grandfathering clause.