Board Members' Actions

hello - I am a state of shock over recent events regarding the other 2 Board Members (X and Y). Recently I have been under "email" attack from the 2 Board Members. Member Y is a new Member and is being misguided by Member X. I have been receiving very arrogant and accusatory emails from the both of them, criticizing me, canceling Board mtgs. scheduled. Tonite, in preparation for a mtg. w/our attorney tomorrow, in reviewing the emails, I discover that one of the emails contained several emails between the 2 Board Members and in addition to Member Y's wife, who is an attorney. I had suspicion that the emails I was receiving from Member Y were not from him, but in fact from his attorney wife. I also advised our property manager. The emails just didn't seem to reflect the type of person he is. In any event, upon reading this email, Members X and Y and Y's wife exchanged emails on how to respond to my emails. Attorney is responsible for the awful emails sent to me. Not only are the 3 criticizing me, but also the property manager and our attorney.
Add'l info: my mtg w/our attorney tomorrow is to discuss Member X's position on the Board -- he is not a homeowner but a HO's roommate; our docs state that Board Members must be HO's. Discovered this in early December; attorney and manager suggested we cease all decisions of the Board until this issue was dealt with. Do becuz there has been no communications from the property managar, is what has Member X misguiding new Member Y.
Does a Board Member have any recourse to this type of behavior? I'm assuming not but I have been under a great deal of stress and am inclined to resign from the Board; I have lost several nite's sleep. However, upon receiving the email that probably was by accident, how can I walk away from what surely will be chaos were I to resign.
The email attacks are just unbelievable. I had 20 emails within 12 hours this weekend.
How do I respond to the emails containing the proof that Member X and Y are joining forces against me, as well as Y's wife? I have drafted an email in response.
I suppose attorney will advise tomorrow. Thought I might get some thoughts tonite so that I can sleep! Thank you!

Actually that is exactly what I have not been doing. After reading the email last nite which wasn't meant to be sent and seeing the communications back and forth and seeing that the Member's attorney's wife is behind the emails, I have decided not to resign and do what is necessary to protect this Association. Thank you!

Thank you -- Actually I am the President and the results of today's mtg w/legal counsel is the non-Owner cannot serve on the BOD. He has been removed and he has been notified by legal counsel. He has already left numerous messages that he has a POA and that the Community wants him on the Board. I guess he and the Community are ignorant that the docs. say any Owner serves on the BOD. He of course is reliating and plans on re-calling me from the Board, has the forms and will be passing them out to the community on Saturday. He has mnetioned several lies that he plans on using as reasons for removing me. He has also stated that the Associatoin will be in the hands of the State by week's end. I also learned tonite that the reason for all the backstabbing is that he wants to be President, he says the Community wants him as President. This guy is a roommate of an Owner, he is also "most popular boy in school" so to speak. He spends hours each and every day talking to residents, starting trouble, wanting to fire our property manager (whom has worked for us for one year and is an EXCELLENT manager), wants to fire our contractors who do work, etc. He drinks heavily, sending confusing emails in the wee hours of the morning; has knocked on a resident's door intoxicated and with drink in hand and boyfriend in tow discussing Association business. He thrives on "attention," has a very very bad temper -- but some of the Community loves him to death. He and I are very different - I work very hard at organizing, doing the business of the Assoiciaton and he works very hard at socializing. Meanwhile, the other Board member is "silent".

BonnieS3 - I don't believe in letting the cards fall where they may without writing a letter to the community as President including but not limiting to advising the residents of recent events of the removal of a non-homeowner from the board, citing the by-law that prohibits, what your duties are as a director and officer to act in the best interests of the association and uphold the governing documents. In the process of your doing so you have had to endure continual and unsettling emails, etc. I would send separate letter to the homeowners that a vacancy has occurred on the board and advise what the process is for vacancy fill.

Bonnie, I've been waiting for someone, such as Jon to post what he just did. YOU need to get the HONEST and correct INFORMATION out there now. It will take a lot of work (and a lot of typing, copying and posting) to do it; yet the members need to know WHO the board is and what they are doing. The words of some flighty troublemaker who has no business "speaking" for the board can stir up a lot of trouble.

But if your association "sees" that the Board is still in control, you should be OK.

Oh dear -- I have been made aware of "mounting evidence" against me and thus a petition is circulating with a quorum to remove me. I guess owners prefer a social butterfly as opposed to someone who works hard and protects the Association. While he may have been removed from the Board, he has an agenda to remove me and thus he will succeed. He has taken time off work today to do just that. His mounting evidence are nothing more than lies; in addition, he is dragging the property manager thru the mud and she will also probably be fired -- the one property manager who has worked very hard to straighten out all the wrongs in our community. I cannot fight this by myself. Not sure hows a petitionf or removal works, guess I will need to learn all that so that I can see what is coming. I am quite worried about my Assocation and what will lead next!

Go get'm Anna,
I am right behind you.
However, if we know what is going on, and on face value, I would accept what I read. As to why this is going on..............not so much.

Be that as it may, unless this yahoo is actually trespassing, violating some covenant or rules and regulation, I don't know you can stop hime from mouthing off. I would not allow him at a Board meeting, I would not allow him at an annual meeting. The Board can set who attends a Board Meeting and the Annual meetings are for owners and special invitees. I don't believe an owner can walk into either f these meetings and declare his representative will speak for him, permission has to be granted either verbally by the Board or through a written signed agrrement between the owner, his representative and the Board.
There is also the issue of does the Board has the authority to set the slate and write the ballot. The board has to exclude non members unless there is stipulation otherwise in the documents. As far as write in candidates, the Board has to exclude any non-members, as far as nominations from the floor, the board has to exclude non-members.

As far as any petitions or whatever, the petitions still have to be presented to the Board and the Board is not bound to accept them unless the documents say otherwise.

I am somewhat lost in the confusion of this thing, but has the Board considered using the association lawyer and have him conduct the meeting at the request of the Board.

I would attend and be sure to bring the letters and emails he sent calling you the things he did.

If he's correct that the membership deserves to hear the entire matter, then they need to see that as well.

I'm also unaware of a PoA beind adequate to allow a non-member to be a board member if the documents require that board members be resident/owners.

The PoA allows the non-member to vote on all things that MEMBERS would vote on, not to act as a director.

The problems began during the summer due to an assessement vote coming this year to repair our bldgs. The cost will be approx. $400,000. Very few want to accept that an assessment is necessary or that the bldgs. require repairs, even though contractors and engineers have said so. So, what happens ... we blame the Board. This particular "removed" Board Member is the social butterfly of the Commuunity and thus spends most of his time on the phone talking talking. His friends have wanted him as Prez. from the beginning becuz he's the social butterfly and he "shares" information. I share my information at Board mtgs. I don't discuss Board issues outside of the mtg. I basically stick to the facts and I don't dramatize. I have the best interest of the Assoc. and I protect it. He is a racist, hates renters, shows up at mtgs. hung over, wants to fire everyone except for his people, curses at our contractors and has a horrible temper. He manipulates people and has his own agenda. The other Board member lives next door to Mr. Personality and has been influenced and manipulated and obviously is quite the follower. Yes, we are at a standstill and it is quite frustrating as we have much work to do. I am not sure whether I stand alone, but I do have the truth on my side and the truth will prevail, let's hope anyway. I spoke briefly with property manager and suggested we need a letter to go out as you suggested. This person wants both: to control as President and to now punish me for removing him. Going on 5 years on Board, 4 yrs. as Prez. I was put in the Prez. position by the Board Members. We never have a quorum so we continue. I agree, the other Board member is quite the snake. He is very "green" and is guided by his wife an attorney and the Board member. I haven't left anything out to favor my side. My decision to remove a non-owner is backed up by our docs. stating only owners may serve on the Board. New legal counsel advised former attorney was wrong in allowing a POA putting him on the Board. I tried to put this before a Board meeting; however, neither Board Member would agree to a date. Ex-Board Member said he was not permitted to take any time off work for several month and get this, the day after being removed, he called off work so the could begin his campaign of spreading lies about me. These 2 guys are scheduling a special meeting and have signed his name as "Board of Directors" and are asking for a "vote" by proxy. Not quite sure this is proper procedure, so we will see. If I didn't have advice and comments this forum, I would be a wilted flower by now.

Thank you - I am moving forward. Q: can I appoint a new Board Member w/o the approval of the Sec/Tr., who continues to ignore my requests to do so? I need a full Board.

Bonnie,
I don't understand why you need anything. You can't/dont have a majority yet you say you need a full Board. To do what? I have suggested you as president haYou have got to get to this position, then address your other problems.ve the authority to call a new meeting, and because of your situation can not conduct the Board business. To call the meeting is one thing, to conduct the meeting another. You as president conduct your meeting, that is your job. You can not conduct board business because you do not have anyway to abtain majority,, thus to conduct Board business.

Again, as president open the meeting and appoint your lawyer to conduct the meeting. Let your lawyer keep you out of trouble and resolve the issue of the Board not being able to conduct the Boards business. These are emergency measures, not routine Board Business. Take the lawyers advice, know what he will do and adopt his resolution. You get another new member of the Board at this point by appointment of you or the other board member, all you do is raise another issue. Get an effective Board established and go on from there, but let the lawyer do it.

Bonnie:

Let me re-phrase you question?

"Can I, Bonnie, as president of our association, seek legal advise with out approval of the Board?"

My answer: "If you, Bonnie, serving in your capacity has privately conversed with this lawyer in the past and not object from the other single Board member, I would suggest you could. If it is specified that the president serves as the contact person for the Two Board members, then yes you can discuss legal issues with the lawyer. However acting on this advise most likely would require the vote of the other member. Now if this advise was discussed with the other member and you, Bonnie, then you as president I believe has the authority to act as a vote of the board will be a tie, if you two actually vote at a meeting. If the other Boardmember did not attend a called meeting, by you, Bonnie, then you, as the president could act unilaterally. However, any objection to your action would have to be duly noted by the other Board member. The board (Non-member) can not hold a Board position as far as we can say. I have advised you to have the lawyer serve as the presiding chair at your meeting announcing the process that resulted in your Board now only having two members. No matter what, you as president are in a position that demands you try to establish a formal Board. I would retain a copy of any correspondence concerning any of this. I have posted before make sure you have clean hands and keep records. What does your lawyer advise you to do regards the upcoming meeting?

The remaining board member, as described in your posts has made no effort to discuss this problem with you. Is that right? If his claim is that you can not seek advice from the lawyer, then why is it alright for him to do it.

It appears there is a runaway train about to jump the track, you as president have the obligation to protect your association. Your legal advisor should direct you on how to do this. Until you, as president is removed from your office by vote of the membership, you still represent your association. Before this meeting if I were you I would get as much support to attend this meeting as possible and I would get entered into the minutes that there there x numbers of members attending that endorse your actions to assign control of the meeting over to legal council.

When you, Bonnie, acting in your capacity as president went to legal and asked that legal opinion be sent again, what was the response? Try to solve this problem by accepting that you all are in disarray. No matter what got you there, who was wrong, who was right. What do you all do to rebuild, you need to go forward, all the time this turmoil is going on, association business is not getting done.........you have to get back to association business.

bonnie,
It is apparent that there is much going on that you are not going to be candid about. I have asked enough times about what your attorney thinks, and asked you to tell us her advice. If this group can get enough votes and support to call a Special meet to recall you, they can do it ands they don't need the vote of the non-owner. You say some other lawyer is advising this group pro bono, I suppose. If they are going to do anything that is not covered under your documents and i cared enough I would take a video recorded or a legal secretary to the meeting and get it all recorded. If they are publicly going to libel you, I would record this and sue them. Until you are recalled you still carry power of the Board and I would take your lawyer to any meeting to recall you and either she or you conduct meeting. If you have no support in your association, you can not object to them following the documents. What you finally end up doing would seem to me, is consult this lawyer of yours, get written advice of what you should do and try to do it. She should be able to keep you out of trouble and collect and facts that would allow you to establish your interests as a president, and as a member of the association. If this other group is just trying to force you out by being APIA, let them rant and rave and attempt to conduct the boards business. Yo0u need some help on the ground, not some decisions of who is the good guys. All during this thread, you have never said what you are planning to do and what is going on with association business now, who is paying bills, who is collecting fees, etc, etc. Your absence of your M/C in all this is telling. If they are conducting themselves illegally then any action against this M/C is also illegal. Maybe this all has become too much for you and you need to just get out and live to fight another day. What does your lawyer say is the correct thing for the association to do? Not for you to do, but for the association to do.