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Hi Ben,
We are an unincorporated neighborhood association with an 8 member board (one non-voting IPP). Our current president has abused her power on a number of levels: refusing to follow parliamentary procedures, spending membership funds on legal counsel (there is a hospital in our boundaries which is under construction) without board knowledge (we found out 2 mos. later), insists on continuing to contract the lawyer even though the board still hasn't approved that approach and now has set up a membership meeting (again, without board input) to gain support for her agenda (she'll make sure all her friends show up and it's being held at one's private home). To top that off, she's refused to allow board members to get information about a recent permitting violation the county gave to the hospital which apparently included a remedy to the situation. Her response is that no contact can be made without legal counsel advisory to do so. Some board members agree with her, others feel that hiring an attorney is premature until we find out if the department of permitting remedy alleviates the problem (drainage) and wants the opportunity to convene and discuss the issues at hand before coming to a conclusion (she's only held 2 board meetings since coming into office in Feb.) My questions:

1. Since she moved the membership meeting in front of the board meeting, will membership have the authority to vote to retain counsel thereby bypassing a board vote?

2. Our by-laws don't have a provision for removal from office/board. Since we are unincorporated, is it just an executive vote (which was used in my first term against another officer although I'm not sure that was the correct procedure?). I'm assuming it needs to be done in person?

In the 2nd board meeting (5 people present)after stating that she had met with the president of the hospital (again set up without board inclusion and no minutes taken) she went on to say, "I'm sure you all agree that if necessary I'll need to contact counsel should need arise". Nobody responded because I think they were shocked at her brazenness. The secretary didn't even acknowledge it in the notes. It has since been her sword to allow her authority to hire the attorney while the majority of the board says, there was no motion and no vote. Unbeknownst to the board, except the treasurer apparently (an old cohort when they were on the board together in past years..not her first stint as president as unbelievable as that is)she contracted an attorney to advise and incurred nearly $600 in expenses (multiple requests have been made for copies of these invoices and the communication regarding what was advised and have yet to get a response). The treasurer paid the first $464 bill but held the second invoice when he realized there was not board agreement to hire an attorney.So my question here is:

1. Does that act by the treasurer also deem removal from office/board?

2. How do we address fallout from membership who aren't aware of these unethical behaviors and may assume directors are being removed because of their position on hiring counsel?

I know this is a lot. Thank you for any assistance

Dear Olivia,
You do not have a neighborhood association, you have a fiefdom run by the Queen of Hearts. The only remedy is to get out your bylaws and carefully go through them. Hopefully it spells out the duties of the president. She can't go beyond those duties. It should include when you have board meetings. It should not state they are held by the call of the president. Hopefully they have a provision for board members to call a special meeting of the board. It should be done immediately and reign in this loose cannon. The board should vote on all matters. The "Queen" does not have the power to hire an attorney or pay the attorney out of the associations funds unless it is voted on by the board members or association members. Instead of removing people right now I suggest that you sit down and go over your bylaws so that everyone knows what they require and then enforce them. If the board does not vote in favor of the attorney and the money paid him, then the president should reimburse the association's checking account. If a meeting is called for the association members to attend, be sure that you and the other board members are there and tell the truth. The house of cards will no doubt fall by telling the truth.

Cheerio,

Little Ben


Question submitted by Olivia on July 8, 2015