Improper Condo Governance Charged

J.S. from New Haven County writes:

Dear Mister Condo,

Our Association BOD has announced unilaterally and unanimously at a Community meeting that all of their discussions on Association issues and business are now being held informally. No face-to-face meetings to discuss matters which require a quorum of Board members to be in attendance. Specific purpose is to discuss and take action on issues without any input or even awareness of the Council of Owners. One BOD member has said publicly that our Association is not a democracy. This is all in the face of the Open meetings rules to encourage BOD transparency rules contained in the HOA’s By-laws and resolutions. There are no public notifications or any meeting notes provided owners from these meetings. Votes, we have been told are also being conducted almost exclusively via email as is much of the discussions. Is this something the Board is allowed to do? Don’t the rules and by-laws prohibit this style of leadership? At the last quarterly meeting, owners were told by a member of a buildings and grounds committee that a $12,000 contract has been approved and signed by the BOD and work is scheduled to begin on building an extended concrete area outside building area plus complete landscaping with the work beginning in the next 30 days (4 weeks prior to the next scheduled quarterly community meeting). Adding insult to injury, the Property manager reports the budget for the last month was $11,000 over the scheduled expenditures with no explanation as to why? What recourse or approach would you recommend taking to delay the outdoor beautification project? If the work is completed prior to the next open meeting, is there any course of action that can be taken prior to the work getting underway and the next meeting occurring? Thanks in advance for taking the time to read and provide options for what can be done hopefully prior to the work being started and before the next open community meeting.

Mister Condo replies:

J.S., Wow! You have a lot going on here! Let me try to break it down into a few key elements and offer some friendly advice. The Board is free to hold meetings as they see fit provided the Board members agree on the methodology. They can make the meeting format as informal as they like. They are also free to vote by email, teleconference, even carrier pigeon if they so choose. They are not free to operate in the dark and they must take minutes of all meetings which must be made available to the unit owners. For this reason alone, most Boards will adhere to a regular meeting schedule where proper notice of meeting is given and proper minutes of meetings are taken. The emails between Board members are part of the public record and must be kept as such, especially if votes are being held by email. Again, for this reason alone, many Boards will opt not to use email for such votes. Transparency isn’t just a good idea; it is the law. The Common Interest Ownership Act (also known as CIOA) outlines the rules and regulations for how community associations are governed in our state.

The specifics of how and why this new project is underway are likely known only to the Board. If it is something that enough unit owners are not in favor of, you should seek an injunction against the Board for taking the action. You will most likely need to hire an attorney to file suit and seek relief. This can be expensive for the unit owners as they will need to find the money to pay for the attorney to assist in the suit and the Board will likely hire an attorney to defend against the suit. If the Board has signed a contract, there may also be expense for breaking the contract. Weigh the pros and cons of such an action before you proceed. It might be less expensive to just accept the improvement than to fight it.

The larger issue here is one of Board training and proper community association governance. I am guessing that this Board is largely untrained and would likely benefit from some education, which can be found at the local Chapter of the Community Association s Institute (http://caict.org/). In fact, they are offering just such a training course very soon. More information can be found at http://www.caict.org/events/event_details.asp?id=534367. The other option is to get some new Board members. Rally the troops and come up with select the folks from within your community who would best serve as Directors. At your next Annual Meeting, simply elect new people who will do a better job of governing the association. If you can’t wait until then, you can call a special meeting of unit owners to remove the Board and elect new Board members. However, you will need to refer to your condo’s governing documents to see how and when to do that. It would be simpler to just elect new Board members at your Annual Meeting. Good luck!