Unauthorized Destruction of Association Property by Director

I am a Director of a HOA in Northern California. One of the other members, in good faith, directed an association contractor to remove some lettering from an expensive entrance sign as being unnecessary, without Board approval. A dissident former board member is now threatening to go to the police and bring a charge of grand theft against the director. Some board members want to endorse the action to stop any criminal proceeding, but needed unanimous board action is unlikely because other directors are upset that the director took unilateral action. Theft hardly seems to be applicable, since the removal was something that the Board could have properly authorized. The big issue is, will the HOA have to indemnify the director under its indemnification provision? Has anyone else run into a similar situation?

Grant, check out this post from davis-stirling.com (an attorney web site) on censuring an errant director. http://www.davis-stirling.com/MainMenu/MainIndex/CensuringDirectors/tabid/1648/Default.aspx

This might be the way to go to appease all parties. The former director is within their rights to file suit under DS but not IMO criminal charges to rectify the situation.

Thank you for the thoughts. To answer some of the questions raised, the director did have the authority to issue directions to the contractor to remove the lettering. No one was hurt in the removal process. The letters removed had more to do with the developers than the subdivision since the letters were the name of one the five different groups (levels, styles?) of homes built in the neighborhood. The letters name one of the lower priced home groups and none of the names of the other groups can be found elsewhere on any of the permanent signs. It really did make sense to remove them and it would make no sense to put them back, although the sign needs a little touch up.

The largest developer is just finishing the last of the homes, but is leaving the community with undeveloped common areas and poorly constructed infrastructure (faulty wiring, crumbling roads, defective drainage systems, incomplete fencing, etc.)that the association must maintain. The division among the members and the directors is over spending priorities. The majority of the board do not want proceed with anything more than minor improvements to the common areas until it is determined how much is needed to fix the infrastructure and how much we can recover from the developers. A majority of homeowners probably agree with this as well. The dissidents want to proceed immediately to make improvements to the common areas and not pursue the developer. An election is coming up (including the errant director) and the dissidents appear to have seized on this matter as a way to win the election and give them control of the Board. As one of the other directors likes to say, no good deed goes unpunished.

For whatever reason, one of the directors proposed the unanimous consent without a meeting under our Bylaws to confirm the directors action. IMO, the Bylaws would permit the Board to call an emergency meeting and pass a resolution (of approval or censure or both)by majority vote.

1. Yes

2. No

3. No

David - read your bylaws about the powers of the board. Most likely maintaining the appearance and care of common areas is within their power.

Making those kinds of decisions are usually done in committee and then reported to the board and given an OK. Was there a 'plan' or work order? Was anyone overseeing the project?

Removing a large number of potted plants would have been discussed, just as what color was to be used for the paint. You need to find out where and when all this dicsussion took place and the register your concern.

Answers are yes to all 3 questions in Florida email is considered the same as a meeting minutes but should be added to the next meeting by the president to the offical record of the bod

Grant - it seems you solved your own dilemma.

But consider the chain of command for the incident: if this were a committee charged with overseeing all these issues, the committee may have decided to do the same thing. The action would have been taken and the committee would have taken the 'heat'. Instead, one person acted alone and made some decisions.

In both cases, the board should be notified of all actions that are going to be taken. And all this goes into the minutes. The fact that your board was upset tells me that procedures were not in effect.

Now . . . the danger of the board having to deal with EVERYTHING is that it can lead to micro-managing, and time will be spent on what color the tablecloths will be for the annual picnic instead of real issues.

Best case scenario is strong, multi-person committees - where ideas can be thought out thoroughly.