TimB4 (Tennessee)
Posts: 21,059
Posts: 21,059
Posted:
I have come to the conclusion that our Associations chief complaining officer (CCO), a member who complains to the board a lot (for those that don't know), will never be happy with anything our Board does.
I believe that this is because past boards in our Association has been doing things incorrectly for 19 of the 21 years the Association has been in existence and I have attempted to correct this.
Some examples: Having a Board of Officers vs. a Board of Directors (Directors are not even mentioned in the Articles of Incorporation or the Bylaws).
Conducting elections at general membership meetings without a quorum present.
Amending governing documents at a general membership meeting without a quorum present.
Never holding a board meeting for 19 years - hence no minutes of board meetings for 19 years.
Backstory: Having been "elected" to serve on the board a couple of years ago, when the files were delivered prior to my term starting I discovered the above issues and more. Since we didn't have a quorum, I contacted the Board president and said that our board would not serve unless they put in writing that they appoint us to serve and then resign (yep, no quorum at the meeting where we were "elected.") We proposed a major rewrite of the Bylaws to bring us into compliance with the applicable statutes. Many of the Old Guard (so to speak) did not understand the changes, didn't see a need for the changes and were very upset that we were rocking the boat.
At last years annual meeting, our CCO was vocal about a husband and wife serving on the board and controlling the vote (my wife was appointed when the individual who initially volunteered saw how much work it would take and said they simply didn't have that amount of time and resigned). I explained that we didn't like it either and would prefer a larger number on the Board or simply have members willing to serve so this didn't happen. However, without volunteers it has happened 18 of the 20 years the Association has existed and will likely happen in the future. Our CCO continued making this an issue to the point that I said I would resign right now if someone was willing to serve (you could have heard crickets). Then it was why can't we simply change things in the proposed Bylaws, I explained about notice requirements and the law simply doesn't allow it without proper notice. That question was asked by this person 5 different ways - they simply would not accept the answer. Long story short, the Bylaws failed by one vote but the existing board members were reelected.
In January of this year, our CCO submitted a draft of a Bylaw amendment requiring a membership vote on all "new" expenses. The Board rejected the idea and gave a very informed and detailed response on why (cost, delays, lack of defining "new", inability to obtain a quorum (had a quorum once since 2005), etc.)
In May we announced in our newsletter that the Board has decided to create a book of resolutions. We explained what resolutions were and what some of the resolutions would be. Our CCO went off on how dare the Board make such a decision. Phone calls and emails taking way too much time simply because we said we would create resolutions and to look for more info.
This month we sent out proposed resolutions for the membership to review and provide feedback, voice concerns and make suggestions on. We also said that we would hold a town hall style meeting after our annual meeting for the Board to hear the feedback for those who wanted to respond in person vs. via email or sending a letter. No comments on that one.
We also sent out asking for nominations for the 2026 Board. Our CCO brings up the need for 5 directors because a husband and wife is on the board and can control the vote (a rehash of last years meeting). The CCO said if we would change the number from 3 to 5 she would volunteer (giving me the impression that she wants to be a Director but not do any of the work involved).
It only takes one person to make a volunteer job intolerable.
I've decided that I would not serve on the same Board as the CCO.
I positive my wife would not serve on that Board.
I'm fairly sure that the third member would not serve on that board either.
I believe that this is because past boards in our Association has been doing things incorrectly for 19 of the 21 years the Association has been in existence and I have attempted to correct this.
Some examples: Having a Board of Officers vs. a Board of Directors (Directors are not even mentioned in the Articles of Incorporation or the Bylaws).
Conducting elections at general membership meetings without a quorum present.
Amending governing documents at a general membership meeting without a quorum present.
Never holding a board meeting for 19 years - hence no minutes of board meetings for 19 years.
Backstory: Having been "elected" to serve on the board a couple of years ago, when the files were delivered prior to my term starting I discovered the above issues and more. Since we didn't have a quorum, I contacted the Board president and said that our board would not serve unless they put in writing that they appoint us to serve and then resign (yep, no quorum at the meeting where we were "elected.") We proposed a major rewrite of the Bylaws to bring us into compliance with the applicable statutes. Many of the Old Guard (so to speak) did not understand the changes, didn't see a need for the changes and were very upset that we were rocking the boat.
At last years annual meeting, our CCO was vocal about a husband and wife serving on the board and controlling the vote (my wife was appointed when the individual who initially volunteered saw how much work it would take and said they simply didn't have that amount of time and resigned). I explained that we didn't like it either and would prefer a larger number on the Board or simply have members willing to serve so this didn't happen. However, without volunteers it has happened 18 of the 20 years the Association has existed and will likely happen in the future. Our CCO continued making this an issue to the point that I said I would resign right now if someone was willing to serve (you could have heard crickets). Then it was why can't we simply change things in the proposed Bylaws, I explained about notice requirements and the law simply doesn't allow it without proper notice. That question was asked by this person 5 different ways - they simply would not accept the answer. Long story short, the Bylaws failed by one vote but the existing board members were reelected.
In January of this year, our CCO submitted a draft of a Bylaw amendment requiring a membership vote on all "new" expenses. The Board rejected the idea and gave a very informed and detailed response on why (cost, delays, lack of defining "new", inability to obtain a quorum (had a quorum once since 2005), etc.)
In May we announced in our newsletter that the Board has decided to create a book of resolutions. We explained what resolutions were and what some of the resolutions would be. Our CCO went off on how dare the Board make such a decision. Phone calls and emails taking way too much time simply because we said we would create resolutions and to look for more info.
This month we sent out proposed resolutions for the membership to review and provide feedback, voice concerns and make suggestions on. We also said that we would hold a town hall style meeting after our annual meeting for the Board to hear the feedback for those who wanted to respond in person vs. via email or sending a letter. No comments on that one.
We also sent out asking for nominations for the 2026 Board. Our CCO brings up the need for 5 directors because a husband and wife is on the board and can control the vote (a rehash of last years meeting). The CCO said if we would change the number from 3 to 5 she would volunteer (giving me the impression that she wants to be a Director but not do any of the work involved).
It only takes one person to make a volunteer job intolerable.
I've decided that I would not serve on the same Board as the CCO.
I positive my wife would not serve on that Board.
I'm fairly sure that the third member would not serve on that board either.