Board Member Acting Outside of the Board.

FrancescaM (Washington)
Posts: 264

Posted:

I need to know how common is this and if anyone else has had to deal with this type if issues. My subject as ambigous as is ...is simple.

Our board is trying to practice something that has not always been the case.... communication. IN the past years before this term our board would often be suprised during meetings with facts, numbers or actions done on thier behalf by our former President.

Our Former Prez is now doing the same... she is now a memeber at large.

Example?? We have a strict collection policy. After $1800 behind in dues, they go to collections.. our atty for processing. The HO gets a letter stating all communication must now go through them for payment plans etc. Not even our PM can help or take thier calls at this point. One HO who had really sad circumstances was behind nearly $4500 in dues. He sent our board a letter through the atty asking if we would accept his payment plan( it was an ambiguus letter, not well written with a high intensity payment plan). We recieved our board packets of info 3 days before our board mtg. Our ex president reviewed the docs inside like we all do. She took it upon herself to CALL the deliquent homeowner to "clarify" his payment plan which was scribbled on a scratch paper.. it was presented to the board in addition to the mentioned papers from the atty.

My concern? Nobody directed this individual to call the homeowner. We didn't know she did this. Our legal documents that are sent to the homeowner are asked any and all correspondence to be done through the atty at this point. However, this is just an example of the ex prez acting outside of the baord.

It is a tough issue with us. I don't beleive this is good practice if we as a whole can't follow our own guidelines set forth by our atty. Do you wonderful HOA"ers have any advice? Our board tried to explain in executive session to the MAL that this is not ok to act without our knowelege, it was more or less a shouting match... really not what we need,not productive at all.

GeorgerwilliamsW (Indiana)
Posts: 975

Posted:

Sadly, as you describe it this is a situation of a board member acting outside the scope of her responsibilities. It is a violation of her duty of care and loyalty to the board of directors.

Clearly, the board has an established policy regarding communication that she has violated. It would be entirely appropriate for the president to issue a written warning to this individual. Should it happen again it would be appropriate for the board to censure this action in an open board meeting.

However, aside from the shame of public censure there is little the board can do. It might be possible to seek an injunction against similar further actions, but it would require a court case. And it would not be legal, I believe, to restrict sensitive information from her.

SusanW1 (Michigan)
Posts: 5,202

Posted:

Remind ALL board members that they are not to enter or appear to enter into any negtiations with anyone or any company without the approval of the board, nor to act as an agent for the board.

Perhaps a policy statement or bylaw stating this will get her attention. This is grounds for removal, IMHO.

She COULD have made comments or promises in the name of the board.

EllenS1 (Florida)
Posts: 1,148

Posted:

George,

Our docs say a board member can be removed by a vote of the board with or without cause. I resigned from our board because of such a poor president..he did everything his own way and more than once went against the vote of the board. I have been on the board again this year and our board has accomplished so much. Our annual meeting comes up in February and if this fellow puts his name on the slate I intend to let everyone know how he ignored our docs and did his own thing. I'd like the OP to thoroughly check out all the docs of her HOA to see what can be done to remove this person.I doubt it would require a court case but what do I know?

KirkW1 (Texas)
Posts: 1,665

Posted:

Two things to consider in this case:
1) You might want to have your attorney contact her about the problems she creates when she contacts an owner directly.

2) You may also want to reconsider the whole "no contact except through the attorney" deal as it runs up costs considerably. It is great for the attorney and likely serves no other purpose.

MicheleD (Kentucky)
Posts: 4,491

Posted:

Quote:

Posted By KirkW1 on 01/21/2009 5:18 PM
Two things to consider in this case:
1) You might want to have your attorney contact her about the problems she creates when she contacts an owner directly.

2) You may also want to reconsider the whole "no contact except through the attorney" deal as it runs up costs considerably. It is great for the attorney and likely serves no other purpose.

Kirk: It runs up costs of the collection and the homeowner will have to be the one to absorb those.

FrancescaM (Washington)
Posts: 264

Posted:

Our atty doesn't charge for taking calls from our peeps in collections. They are paid a $25 dollar a month fee on top of the intial fee which is rolled into the homeowner's dues ect.

FrancescaM (Washington)
Posts: 264

Posted:

Quote:

Posted By EllenS1 on 01/21/2009 3:32 PM
George,

Our docs say a board member can be removed by a vote of the board with or without cause. I resigned from our board because of such a poor president..he did everything his own way and more than once went against the vote of the board. I have been on the board again this year and our board has accomplished so much. Our annual meeting comes up in February and if this fellow puts his name on the slate I intend to let everyone know how he ignored our docs and did his own thing. I'd like the OP to thoroughly check out all the docs of her HOA to see what can be done to remove this person.I doubt it would require a court case but what do I know?

Ellen we are going to be updating our cc&rs and regs this year. we have NO guidelines for BOD conduct, attendance etc. One board member went missing MIA when his home was foreclosing.. and we could not do anything about his filled position. Our HO and BOD have decided to update our cc&rs to reflect present needs.

FYI EVERYONE... Our mangement company spoke to the MAL... the one who called the homeowner to "clarify" his plans for payment... they told her this in an emai... UNDER NO CIRCUMSTANCE IS ANY BOARD MEMBER TO INTERACT WITH THOSE IN COLLECTIONS. TO DO SO MAY UNDERMINE THE ENTIRE EFFORTS TO COLLECT AND GIVE THE IMPRESSION YOU ARE ACTING ON BEHALF OF THE ENTIRE HOA, WHICH YOU WERE NOT. YOU WERE ACTING ALONE, WITH NO KNOWLEGE OF YOUR OTHER BOARD MEMBERS. THIS IS NOT ACCEPTABLE BEHAVIOR AND ANY FUTURE INTERACTIONS WILL BE DOCUMENTED AS YOU ACTING ALONE.. WITHOUT THE BOARDS KNOWLEGE OR THE MANAGEMENT COMPANY..

The board member was served a peice of humble pie. Kudo to a great PM!

MaryA1 (Arizona)
Posts: 7,043

Posted:

Francesca,

Who runs the assn - the BOD or the PM? The PM should never be chastising a board member, even if he/she needs it!

SusanW1 (Michigan)
Posts: 5,202

Posted:

I agree,

A Policy written and voted on, then delived in writing to ALL board members (without the "You's in it) would have been the better way to handle this.

This is a board issue and should have been dealt with in-house (by the Board).

EllenS1 (Florida)
Posts: 1,148

Posted:

MaryA,

I agree 100%. The PM acts at the DIRECTION of the board (unless there is a liability question in which case the PM would or should give advice). This is a mess to be dealt with by the other board members and the management needs to stay clear of this type of involvement.

EllenS1 (Florida)
Posts: 1,148

Posted:

Michele,

If any owner is in arrears and contacted by the attorney they should certainly be told the matter is in the hands of our attorney and any further contact should be to him. Any phone calls (or any correspondence to the owner by the attorney) made to the attorney re his delinquency should not be paid by the association but added to the amounts owed by the delinquent owner.

FrancescaM (Washington)
Posts: 264

Posted:

Quote:

Posted By FrancescaM on 01/21/2009 8:42 PM

Posted By EllenS1 on 01/21/2009 3:32 PM
George,

Our docs say a board member can be removed by a vote of the board with or without cause. I resigned from our board because of such a poor president..he did everything his own way and more than once went against the vote of the board. I have been on the board again this year and our board has accomplished so much. Our annual meeting comes up in February and if this fellow puts his name on the slate I intend to let everyone know how he ignored our docs and did his own thing. I'd like the OP to thoroughly check out all the docs of her HOA to see what can be done to remove this person.I doubt it would require a court case but what do I know?

Ellen we are going to be updating our cc&rs and regs this year. we have NO guidelines for BOD conduct, attendance etc. One board member went missing MIA when his home was foreclosing.. and we could not do anything about his filled position. Our HO and BOD have decided to update our cc&rs to reflect present needs.

FYI EVERYONE... Our mangement company spoke to the MAL... the one who called the homeowner to "clarify" his plans for payment... they told her this in an emai... UNDER NO CIRCUMSTANCE IS ANY BOARD MEMBER TO INTERACT WITH THOSE IN COLLECTIONS. TO DO SO MAY UNDERMINE THE ENTIRE EFFORTS TO COLLECT AND GIVE THE IMPRESSION YOU ARE ACTING ON BEHALF OF THE ENTIRE HOA, WHICH YOU WERE NOT. YOU WERE ACTING ALONE, WITH NO KNOWLEGE OF YOUR OTHER BOARD MEMBERS. THIS IS NOT ACCEPTABLE BEHAVIOR AND ANY FUTURE INTERACTIONS WILL BE DOCUMENTED AS YOU ACTING ALONE.. WITHOUT THE BOARDS KNOWLEGE OR THE MANAGEMENT COMPANY..

The board member was served a peice of humble pie. Kudo to a great PM!

The odd twist with this is our PM office Manager sent that email. Her and the MAL are friends. I will let this be.. let sleeping dogs lie. However... our CC&R's will be updated this year and yes, this type of action without board knowlege is a HOT topic.... as is attendance etc.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

Francesca,
Your opening post said it simply. You said your question was simple, it is. No one Board member should act in any fashion that obligates the other members without there knowledge and consent. It is the Presidents job to keep the Board Members in line. No PM should chastise a Board member individually publicly or the Board as a whole.

That's it!