"After the (S)Laughter"

When someone leaves the Board, what are they supposed to do with all of the material they've accumulated over the course of the term? Emails, contracts, notes, databases, etc?

Given that a former Board member has not simply deleted everything, what (if any) limits are there on how that information can be used?

Let's say I decide I want to publish all of my HOA Board email to a searchable repository. Is there anything (beyond the possibility of getting sued) that would prevent me from doing this?

Or - let's say I simply possess the last 12 years of the HOA Violations database. It's probably the only copy in existence, as the HOA switched to a new PMC and the old PMC never transferred the data. Any obligations or restrictions on this data?

Thank,

Bill

> You had a duty to protect privacy.

One that I took much more seriously than my fellow Board members did. But does that duty persist when I leave the Board? (Ie, is there anything more binding than “well, you should do it because you’re a nice person?”) I have a friend who is a retired spook, and they signed paperwork that made it clear up-front that there was a *lifetime* expectation of secrecy. During my 3 years on the Board, I never signed *anything*. And no-one ever told me “here is a list of your duties”. I realize I could get sued “for anything”. But, for example, there’s an email exchange where a couple of Board members discuss how to “re-write history” to make it look like something they did did not happen. I’m wondering if - beyond the ever-present threat of getting sued - there is anything to bind me to secrecy on this? (I’m not planning to act on this; It’s just something I wonder about).

> You should turn those items over to the Board …

But, again, do I truly have an obligation to do this? When we transitioned to the new PMC, I asked for a copy of this database for legit HOA purposes , but the vendor didn’t want to turn it over because they claimed they owned the DB. Nobody on my Board or at the PMC cared, and I had previously scraped a local copy off of their website (*not* illegal). I would argue that ownership of my local DB is “unclear”. (Additionally, current HOA / PMC would not know what to do with it).

Again, I’m not planning anything nefarious. It’s simply something I’ve wondered about.

Thanks!

Bill

Strike the above. More info is needed.

Bill,
I did not like this idea from the start. It really seems petty and mean spirited.

Over my many years on boards where I caught people with hands in the cookie jar on a few occasions. They hated my guts and one lady even tried sending an anonymous letter to my wife saying I was cheating with a much older women who we served our seniors lunch with monthly. It was ridicules at the time but did it home. Being nasty for nasties sake is very ugly.

If you really want to make your point it should be between you and the current board members. If you have definite proof of wrongdoing you could tell them if they run for office again you will be forced to expose these facts. They better be hardened facts. This should only be used to get them out of the race and off the board IMO. You can't get in trouble for telling the truth as far as I know.

I gather you want to chat and try to wax philosophical? Here's my chatter.

As I think you you know, the first duty is to comply with the governing documents (Covenants, Articles of Inc, Bylaws in particular) and state statutes.

Other duties arise from case law.

A board member was informed of his/her duties when he/she bought a home in the HOA and had the Declaration, bylaws etc. legally disclosed to him/her. They do not read the governing documents. This is on them.

I would wager most newly elected directors do not know the differences between a covenant, a bylaw and a state statute.

Waxing philosophical: What else can the law do, other than require home buyers to sign that they received the governing documents and maybe do as Florida does (requiring new directors to sign that they read the governing documents, IIRC, and more)?

The system is terrible but I am hard-pressed to think of how it can be improved. Our culture today is one of intellectual laziness. This is despite the gold mine that Google, AI and YouTube is.

After leaving a board, the lifespan of one's duties is largely the lifetime of the former director. Meaning mostly that former directors must not reveal info that is still confidential.

Regarding these falsified Minutes: You have every right to speak to this as a former director. Put out a newsletter. And so on.

I advise being strategic about doing so.

"Implied duties" is too vague for me to want to tarry over. Maybe you mean something like "fiduciary duty"? When does a former board member get busted for violating a fiduciary duty? Anytime a court says so.

Ellen wrote:

> A board member was informed of his/her duties when he/she bought a home in the HOA and had the Declaration, bylaws etc. legally disclosed to him/her. They do not read the governing documents. This is on them.

I get what you're saying. But I've lived here for 30+ years. I have no idea what all of it was. I've probably got copies somewhere. As for the copies that belong to banks etc - I have no idea if they even still exist.

> Waxing philosophical: What else can the law do, other than require home buyers to sign that they received the governing documents
> and maybe do as Florida does (requiring new directors to sign that they read the governing documents, IIRC, and more)?

The Florida thing seems reasonable. Fact is, 30+ years ago HOAs weren't as 'infamous' as they are now.

> After leaving a board, the lifespan of one's duties is largely the lifetime of the former director. Meaning mostly that former directors must not reveal info that is still confidential.

What is specifically "confidential" here? I'm not trying to be cute: I read somewhere that the email exchanges between Board members aren't private, because the Board is a public body.

> The system is terrible but I am hard-pressed to think of how it can be improved. Our culture today is one of intellectual laziness. This is despite the gold mine that Google, AI and YouTube is.

What I seem to see is that people are just going out and doing whatever they want. It costs so much to sue to fight bad behavior that nobody's got the wherewithal to make battle

Bill

Directors have a duty of confidentiality after they leave the board.

A former director has no authority to access or distribute confidential association documents. If they are not confidential or privileged, fine. Can you find authority in your governing documents for a non-director to access, copy, and/or distribute confidential or privileged association documents? I wouldn't be able to find it in ours.

In California, everything discussed in Executive Sessions is confidential. That includes litigation, contract negotiations, member discipline, personnel matters, and meetings with members about payment plans. None of that information should be divulged once a director is off the board. Members are not entitled even to see the minutes of those meetings.

Well, that's the law in California.

Obviously members have a right to contract copies. I think Bill can tell which things should remain confidential and which ones don't have to.

If you are in a state where board meeting are not open, there no need for executive sessions and no minutes the owners can’t see.

New Business:

The board met with John Smith of ABC lawn service and discussed the mowing services for 2026.
The board discussed a complaint against the management company and will discuss issue with management.
The board discussed an owner complaint and found cause to investigate a violation of the regulations.

Or you can read.

An executive session was called from 1:00 pm to 2:15 PM in accordance with section 1234.04 of state law.

I asked 3 previous presidents if they had copies of past records, their reply was nope! I was given 2 board meeting minutes instead of 25 years worth.

The HOA had 25 years to get it's shit together, but failed, so I spearheaded the following ccr changes which all passed with super majorities:

1. board must use group email server that is visible to members except for legal and debt related topics.
2. board must have real time financials posted to website so every transaction made is immediately visible
3. board must get annual budget approved by owners
4. board must have 4 public meetings a year
5. board must record all meetings and post recordings online.
6. any expense more than $2600 must be approved by membership (increased each year for inflation)

What's funny is that my Apathy Acres HOA overwhelmingly wanted all these changes, but nothing changed due to 25 years of board members only thinking about themselves, not what the owners wanted.

I really like this idea about using a group email server visible to members except for legal and debt related topics.

I want to know how many homes also.!.. I'd like more info on how he went about this. I'm in a condo , so some of the things aren't applicable. but the email and finaincials and post recordings online.. i love it.