BOD member working for Property Manager

Started by PatR • 12 replies • 1339 views

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PatR (Florida)
Posts: 139

Posted:

Hi:

We recently hired a new property manager and at almost the same time one of our HOA Board members started to work for him. Although, not working on our property, I am quite concerned how this will look to the HOA members. My biggest concern is that we have to excuse her from any discussions about the PM, and she can not vote on any issues with regard to the PM. We have already had a few major issues, including wanting to terminate this company. If we have to excuse her from these votes and discussions, we will be a board of 4, and tie vote will/can occur.

I feel she put us in a very bad position. I feel she must disclose this info at the next meeting. If she refuses, I will disclose it. I might be overeacting, but I think it needs to be done. There are so many PM jobs here, it just looks fishy to be working for him.

When we hired him, I purposely asked him if he hired people who live in his communities, and he told me no, it was a bad idea....So there you go....

Any thoughts?

Thanks

Pat

SusanW1 (Michigan)
Posts: 5,202

Posted:

Do I understand she is employed by the PM, but not even working on your site for your HOA?

If so, except for the vote on whether or not to hire the company she works for, I don't think she should be prohibited from voting on PM issues.

If anything, she is probably a wealth of information. You can ensure a confidentiality agreement with her (and othe board members) by holding discussions in Executive Session.

PatR (Florida)
Posts: 139

Posted:

This is a big part of the problem.... Since she has in the past disclosed info that was confidential...Too much chit chat at the bus stop...
I would think she will be more loyal to the pay check than to us.

AnnaD2 (Florida)
Posts: 960

Posted:

I feel this is a huge conflict of interest. She should not have put herself in the position that she cannot vote for things that she, as a board member, needs to vote on.

You can't have an executive session meeting unless it involves legal issues.

SusannaM (Florida)
Posts: 366

Posted:

This topic has been covered on other threads. Unfortunately, in FL a board member can excuse himself/herself when voting on a contract where he/she has a vested interest. That's not to say that conflict of interest does not exist.

DonnaS (Tennessee)
Posts: 5,671

Posted:

Anna,
The fact that Florida does not allow "Executive Session" at all is hard for other posters to understand. The only meeting that may be closed to the membership is one between the association and their attorney or meetings where pending or ongoing litigation and meetings which would involve personal issues.

Is this a conflict of interest issue? Well, not really but it has a few twists to it, especially if there is "chit chat" going on. She had better learn to be more professional in how she handles being on this board and seperate herself from her job and her Board position..

AnnaD2 (Florida)
Posts: 960

Posted:

Thank you Donna for expanding on what I was trying to say. You have such a way with words. The path from my brain to my keyboard seems to get get stuck in a maze....and only some of the words make it all the way.

SusanW1 (Michigan)
Posts: 5,202

Posted:

The president should reiterate TO ALL that Board meetings are in-house business, and that only an offical statement or released minutes should count as the "official" public stance of the HOA. If that does not work, have the pres. take her to the side and give a reminder or warning. If that still does not work, remove her - just as you would any other board member who leaked board business to hired sub-contracotrs or companies.

SusannaM (Florida)
Posts: 366

Posted:

SusanW, you sure have changed your tune since your last post.
In FL there is not such thing as "executive sessions."
To remove a board member with or without cause the majority of board members have to agree. You should not rush to give orders or instructions to readers.

DonnaS (Tennessee)
Posts: 5,671

Posted:

Anna,
You were doing a perfectly great explaination. I just dotted your i's.

SusanW1 (Michigan)
Posts: 5,202

Posted:

Pat said in her second post that this person was disclosing confidential material to the MC. That changed the orginal issue.)

If ANY board member did that repeatedly or after being warned, that would be reason for removal from the board, IMHO.

Our byalws even say that no officer or director should act as an agent, or speak for the corporation to any vendor, etc., or guarantee loans or contracts or enter into any contractual negotiations with any company or individual.

RW1 (Texas)
Posts: 149

Posted:

Pat,
Your concerns, feelings, and what you think are valid to you. A majority of thers may not see it the same.

If your docs. don't prevent it [employment] and I doubt they do, there is nothing legally you can do.

So far all we have is a lot of conjecture about what might happen. You have not cited any "damages" this situation HAS caused.

He/She has only one vote, so likely the conflict of interest could not be brought to fruition.

In the event of a tie vote situation that this member then could cast the "deciding vote", at least two others agree. Right?

Consult your attorney before disclosing anything.

PatR (Florida)
Posts: 139

Posted:

Thanks to all..

The latest, which I knew was coming...The PM we have now is not working out, so the PM Company wants us to consider our BOD member for the PM job...

It never ends...

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