Q. Our board is faced with an unusual situation that is causing disorganized meetings. We have two friends owning two units who are directors. One travels and misses many meetings. To accommodate him, we have tried to change the meetings to meet his schedule— without success. He is disruptive at meetings. He constantly speaks before being acknowledged, and argues on issues that are covered by rules he does not know. His friend joined him in a recall of the other directors, which failed. The board is concerned and would like to remove these two directors. What is the direction we should take?
The bad thing is that you cannot remove a director unless there is a recall by members. You can ask them to resign and remove any duties they have. While you are upset by their actions, conflict between directors can result in better decisions. I suggest that you establish a meeting policy that would cover how directors should prepare for a meeting. It would include how directors conduct themselves. Ask that these directors meet with other directors in private and discuss the interruptions. Explain that they are not preparing for the agenda items before the meetings. Ask them to talk to other directors before the meetings if they have questions. If they say that they do not have time for outside meetings, then tell them that they can phone or send a note with their specific questions or suggestions.
At any future board meeting, if they continue to disturb the business to be conducted, you have a right to call the meeting back to order. You would then declare that they must follow the agenda.
There is one final step that you may try. When a board meeting is called to order, have one of the directors make a motion to have one of these directors conduct the meeting. Anyone can serve as the chairperson. If they are put on the hot seat, they may begin to understand.
Q. We are a HOA subdivision with individual homes in a 24/7 gated community. As such we own the road in our community. We have liability insurance on all common property. Should someone have an accident on common property (pool, road, etc.) and sue the association and the insurance pays the maximum coverage, can the injured person sue any or all of the individual homeowners in our complex, or would the HOA assets be depleted and the HOA claim bankruptcy?
If your board was neglectful and part of the common area was unsafe and an accident occurred, the members could share in the claim as well as the insurance. Say your association had $2 million in liability insurance but in the end a court settlement was $5 million against the association. The members would then have to come up with their share of the excess claim. It would be a rare occasion for a judge to rule for an HOA on a bankruptcy.
Your question is a good one in that if the members do not watch what action the board is taking, they are the final answer for any errors or misjudgments the directors make and any resulting liability that is greater than your insurance coverage.
Q. Board members will not respond or post access numbers where they can be reached. The vice president threatened to shoot a resident if he came to his door. I have tried unsuccessfully to inquire why we are paying to monitor a fire alarm system that we have been assessed for for several years ago and no longer works. What can I do?
I always suggest that you send your questions or suggestions in writing and mail it to the board of directors. If you do not have the address, check the Florida Corporations for the Annual Report that can be found at www.sunbiz.com. If the directors do not answer your letter, send it by certified mail.
Q. We have a president who recently hired a most expensive and negligent property manager. The owners are not attentive to his actions. I tried to recall the president but could not get enough owners to sign the petition. It seems that the president was a step ahead of me and asked members not to sign the recall. One of the problems is that about 30 percent of the owners are investors and the president allows them benefits for their renters. Another 20 percent are delinquent and the president does not attempt collection. What can I do to break his hold on most of the votes?
If the directors allow the president to operate alone, then they are giving him powers he should not have. The other directors are responsible for the operations and maintenance of the association; the president has only duties assigned by them. I would suggest that you talk to the other directors. If they side with the president, then you must try to elect your own slate of directors.