Board Must Act If Leader Is Lax

QUESTION: I am serving on the board of directors of my homeowner association. The board president is often out of town and has not scheduled a meeting for the last four months. Another board member and I have asked him when he is going to schedule a meeting. His response is always, “Next week.” Then he assures us that the association is running smoothly and everything is under control.

Our bylaws state that the board is supposed to meet quarterly or more frequently if the board decides that it is necessary to meet more often. Special meetings of the board may be called by the board president or by two directors. The other board members don’t want to take control and call a meeting without the president.

We have not seen a financial report since April. At that time, there were several owners who were delinquent in paying their assessments, including the president. We don’t know what is being done to collect the unpaid money. The manager says that his contract requires that he take direction from the board president, and he won’t even return phone calls from the rest of the board members.

We assume that any decisions are being made by the president or the manager. A contractor has been hired to repair some asphalt driveways. The pool service company has been terminated and a new pool man showed up this week after the pool turned green.

The other board members were not aware of the asphalt contract or the change in pool services. Shouldn’t these decisions be made by the board at a board meeting? Does the president have the authority to make these kinds of decisions? What should we do?

ANSWER: This dictatorship is due for a coup. The board should be meeting at least on a quarterly basis, as your bylaws require. Since the president hasn’t scheduled a meeting, other board members should do so. The president is probably overstepping his authority and, in the process, taking on a lot of liability. He has a duty to communicate with the rest of the board.

The rest of the board members are neglecting their fiduciary duty. They have an obligation to know what is going on with their association. They should follow up with the manager regarding the collection of delinquent assessments. Reconciled bank statements and financial reports should be reviewed at least quarterly. The engagement and termination of contractors should be a board decision unless you have delegated that authority to the president or manager.

Review your bylaws and call a meeting of the board by following the requirements in the bylaws. If the president doesn’t attend the meeting, you may still be uninformed about the current status of the business affairs. At that point, you can decide whether you want to reelect officers.

All board members have to abide by the legal documents of the association. If the operation of the association is faulty, the others have to take control instead of just blaming the president.

* Hickenbottom is a past president of the Greater Los Angeles chapter of the Community Assns. Institute, a national nonprofit research and educational organization. She welcomes readers’ questions but cannot answer them individually. Readers with questions or comments can write to her in care of “Condo Q&A;,” Box 5068, Thousand Oaks, CA 91360.