Director's Code of Conduct

Our HOA just had our annual meeting. Two new directors were elected. (They will be serving for the first time on the board). This means two former directors are not longer there.

The president of the board was not at the annual meeting. For this reason, the assignment of the officers has not been done yet.

One of the new directors is a very nice lady that has always worked very hard helping with some of the committees.

The still president of the board (until the assignments of the officers occur) does not like her at all. He is mistreating her in a terrible manner. It is very obvious that he is extremely
upset that the new lady director is now a board member. (She got a majority of the community's votes).

We are all in shock to see that he does not want to correspond with her via e-mail. He sent her two e-mails telling her that she needs to send her e-mails to the association manager.
He did not do this to the other directors, even though we have sent many corresponding e-mails. The new lady director is acting very professional with this situation even though this
man is humiliating her with no reason. He is very rude and short with her.

I feel this is terrible conduct and goes against our mandatory post qualifications for a director according to our bylaws.

I must say that one of the reasons that the president feels against this very nice new director is because his wife also participated with her in some of the committees. It was obvious
to us that the wife wanted things done only her way. (Another reason could be that one of the directors that are no longer there is his good friend).

I want our board to have mutual respect for fellow board members to be able to work properly for the sake of our community at large. Two of the other directors feel that the president has
type A personality. I am not a doctor so I can speculate on this. However, I have to say that his tolerance level is very low.

How can this situation be handle before it becomes a larger problem. Is this legal?

Please give me some input.

Thank you very much,

Gordon

Anne, thank you very much for your reply. Absolutely, the director's conduct is not for the president position or even a board position. Your advise is good.

Gordon,

Since it's the resp. of the BOD to elect the officers,I would strongly campaign to have someone else elected to serve as the Pres -- someone who gets along well with all the board members. The current Pres. is certainly NOT Presidential material! A meeting should be scheduled immediately to elect officers and if the Pres cannot make the meeting then it's his tough luck!

Gordon, follow your by-laws! The majority of the board members need to pick a meeting date within the 15 day period. Show the association members that "some" of the board members know how to follow the rules and laws. That guy sounds like a bully and it looks like it's time to put him in his place....and that place is NOT as president. Also, don't be afraid to state the reason behind your actions.

Gordon,
All the advice you have received is on the money. I seem to detect a certain reluctence on the Boards part to do their job. Your by laws will tell you how that Board can call a special Board Meeting. When convened and on your agenda, note the reason for the meeting is to elect a new Board President. When the meeting opens, motion and second to go to Executive Session, clear the room. A member of the Board asks for a motion to select a new President as per your by-laws, it is seconded, discussed and a selction is made by the Board. The new president is announced, and the ES goes then to the adjourned (open Board meeting). The new president declares the action taken at ES and thats the end. The old is out and the new comes in.

Mary,
Just a suggestion. My reasoning is the Pres. is going to to be replaced for cause. If so I would, out of respect for the office, allowed him to hear the reasons and present a rebuttal to the Board. The Board is taking the action and right it may be, in the end. Also the Pres. was probably not selected in an open meeting. I am not sure how other associations work, but, our first regular board meeting of the year is closed to allow for selection of officers. Normally, there is little or no other business conducted other than election of the Pres. and officers as required. In reality there is probably a lot that should be discussed and should be handled in a closed meeting and I refer to the Management evaluation by the Board members. I believe the managers evaluation should be behind closed doors and the manager or management compnay absent. That sort of thing is contractual, the manager could be also and also touch on disciplinary issues.

Anytime an owner has an issue with the Board or Management of any kind, that should be handled as an agenda item in open meeting before the Board. Many times these particular items can also be resolved by contact with an individual board member. I don't know how to get around the fact that the managers proficiency is sometimes rated by how well he/she responds to those absentee owners that have rental units. I have noticed over the years that those owners spending considerablt time in residence are much more critical of the manager than those that rent.

Robert,

What you describe is what can happen when there is no state law requiring open metings and outlining the issues that can be discussed in a closed meeting. Of course I'm sure there are boards in AZ that violate the law, but that's fodder for another thread!

As "bad" as this president appears to be ,do your docs allow the membership to remove a Board member with a simple majority?

Mary and Robert:

Our bylaws states: Organization Meeting: The first regular meeting of a newly elected board must be held within ten (10) days (I am sorry I said 15 days before) of election of the Board, at such place as is fixed and announced by the Directors at the meeting at which such Directors were elected, to organize, elect officers and transact other business. No notice is necessary to the newly elected Directors to hold such meeting; provided that (a) a majority of the whole Board is present when the tiem and place are announced at the annual meeting and (b) the meeting is held on the same day and at the same place as the annual meeting of the Owners at which the newly constituted Board was elected.

Each officer shall hold his office at the pleasure of the Board, until he resigns or is removed, is otherwise disqualified to serve or a successor is elected and qualified to serve.

Jeff:

On an affirmative vote of a majority of the entire Board, any officer may be removed, eithe with or without cause, and a successor elected at any meeting of the Board.

At this point I don't feel that the rest of the Board members want to remove the "Director" in question. We just don't feel that he should be the President. We want to give this person a chance to behave properly.

The annual meeting was on March 3, 2009. He was the only Director that did not attend the meeting.

Thank you very much for all of the great comments,

Regards,

Gordon

Gordon,

As Robert says, I don't believe the board can remove a director from the board but they can remove an officer from a position on the board. You've just reaffirmed my belief that the board doesn't feel the Pres. should be removed from the board. As I said earlier, he just isn't Pres. material, but he may be a good board member. IMO, it's imperative that the board hold a meeting ASAP to elect the officers. If this guy can't make the meeting, so be it. Frankly, it might be best if he isn't there, then when he finds out that he's no longer Pres, you can use the excuse that he wasn't there.

Gordon,
I think I'll wait until Mary comments then I'll agree wikth her. I'm p;retty sure I know how she will answer this.

Gordon,

In re-reading your message in which you state your bylaws allow the board to remove a director from the board, I noticed it said, "pursuant to Section 2.2.2". I have an idea that section may address reasons for removal of a director, such as non-payment of assessments or missing so many meetings. If that is the case, in effect, the board cannot remove a director from the board except for those 2 reasons, which is pretty much standard with most HOA bylaws. IMO, there would be no need for the members to vote to remove a board member for one of those reasons.