Reader Questions - Director Absenteeism, Member Interfering with Vendors

Mr. Richardson,

What can a board do about a board member who never shows up? We have a board member who hasn’t attended a meeting in over a year. When I bring this subject up at our monthly meetings the management company representative says there is nothing we can do about this because our CC&Rs don’t address the issue. Is she correct?

D.M., Yorba Linda

Dear D.M.,

I often wonder why someone would agree to be appointed or elected to a board and then not attend meetings – the idea is you have volunteered to serve your neighbors, not just take a title, but this is unfortunately a common problem.

Bylaws often do not contain an attendance requirement. If your bylaws do not have a disqualification for excessive absenteeism, consider asking for a member vote in the future to add such an amendment. I typically include in bylaws I draft limit on director absenteeism. The most common such limit is that a director can be deemed to have resigned if they miss three consecutive regularly scheduled meetings. Another could be a maximum of four monthly meetings out of twelve. Some associations prefer a disqualification after any three consecutive meetings – including special meetings- but that could bring a potential for mischief – a hostile board could wait until a director is on vacation, and then schedule three quick special board meetings during the director’s absence.

If your bylaws are silent on the issue, someone should approach the director and offer to let them off the hook – since they cannot attend meetings, they should step aside until they are more able to be of service to the community.

Best,
Kelly

Dear Kelly,

One of the homeowners here is rude and hostile to our gardeners, handy man, and manager of the management company handling our account to a point she does not want to handle our account anymore. The woman is not on the board but goes to meetings every month and butts in during meeting constantly. How do we handle this kind of person?

Regards,

M.W., Glendora

Dear M.W.,

Some members simply do not grasp the fact that they share the property with all of the other owners or that the board was elected to make corporate decisions serving all owners.

Such people also disrupt board meetings because they think they have the right even though they are not directors to interrupt director deliberation at will. Take control of your board meetings. Have a meaningful open forum session and then do not permit attendees to interrupt the board outside of open forum.

Member interference with vendor personnel must be prevented, to avoid loss of vendor relationships and even potential liability and further costs.

Start with a gentle reminder, informing the homeowner that the management company oversees the performance of vendors. If that doesn’t work, consider a warning letter from the board (through the manager or legal counsel). A letter also should go to the vendor, reminding that the vendor’s direction is from the manager or expressly authorized board designee. If that doesn’t work, a disciplinary hearing might be appropriate for the member. As a very last resort, a warning letter from the attorney and a threat of litigation may be necessary.

Thanks,
Kelly

Written by Kelly G. Richardson

Kelly G. Richardson Esq., CCAL, is a Fellow of the College of Community Association Lawyers and a Partner of Richardson | Ober | DeNichilo LLP, a California law firm known for community association advice. Submit questions to [email protected]. Past columns at www.hoahomefront.com. All rights reserved®.