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Secretive clique controls the board

June 27, 2004|Stephen Glassman and Donie Vanitzian | Special to The Times

Question: Somehow, I got elected to our association board, which is dominated by entrenched members and their supporters. Even when they're not on the board, these members call all the shots and tightly rotate positions between themselves. They are personal friends with the management company and their vendors, ensuring their pals stay on our payroll.

Without a valid vote, one board member spent tens of thousands of dollars on beautification and personal visits to the association attorney. We have paid special assessments several times, and our monthly fees continue to rise.

Because these individuals and the management company control the records, no one knows exactly where our money has gone. On direction from board members, management employees, whose incentive is contract renewal, have blocked my every move.

The agenda is pre-set without my knowledge or input, I'm out-voted at meetings and decisions are implemented behind my back. What little notice I get is either after the fact or by rushed voicemail, devoid of details. Other homeowners tell me they have been instructed to divert questions away from me and directly to these conspirators.

One longtime vendor pulled me aside and said that he has been told not to cooperate with me but to deal with the entrenched members for everything. He said the lectures he received on the topic were slanderous and that the board members "want owners to believe I'm incompetent." Another vendor relayed similar conversations with the same board members.

I can't get anything accomplished because they've been effective in making me look bad to other owners. What can I do about this?

Answer: Board members who interfere with your duties as a director are breaching their duties. As a board member, you have legal rights to access all books and records. If you are forced to hire an attorney to enforce these rights, you are entitled to reimbursement by the association and a court could award you attorney fees and costs.

If members are meeting secretly without full board attendance, they are violating the Open Meeting Act provisions of the Davis-Stirling Act. Actions taken at those meetings may be illegal and unenforceable.

First, insist that your vote, whether in favor of or against a particular proposition, be recorded in the minutes. Voting against a board motion or lodging opposition on the record against action taken by other directors serves to vindicate and likely free you of liability should any of those actions be illegal.

Next, keep your own set of meeting minutes detailing exactly what happened and request that the secretary correct the existing minutes. Vote against accepting the minutes if they are inaccurate. Make sure the correction or your no vote appear in the next set of minutes. This is especially important where your participation was denied, where you did not receive adequate notice of meetings (at least four days is required by law), where your vote was not recorded and where you were not apprised of a meeting.

With regard to what the vendor told you, slander usually involves holding a person up to hatred, contempt or ridicule within the community. If slander is determined in this case, each board member can be held individually liable to pay your damages. Contact an attorney specializing in these types of lawsuits.

The board's actions may also constitute a dereliction of their duty, and each individual member could be required to pay any damages incurred by the association.

Though tedious, removing the offending board members and stopping their domination must be a priority. Explain to the other owners what is happening to you and the potential liability those board members have created for everyone. Recommend the existing board be removed and a new board elected. At the next board meeting, make a motion that the culprits resign because of conflicts of interest and breach of loyalty.

Write the state attorney general seeking an investigation. The attorney general has authority to request explanations to your allegations and the purview to intervene when a board director is denied access to association books and records.

If the management company continues to interfere or prevent your access to records, as a director you are free to sue them on behalf of the association.

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Please send questions to P.O. Box 11843, Marina del Rey, CA 90295, or e-mail your queries to NoExit@mindspring.com.

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