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#Post#: 33475--------------------------------------------------
Does this feel “off” to you? Board ethics issue. Update #44
By: NyaChan Date: June 25, 2019, 10:09 pm
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Background: I’ve been on the Board of Directors for my condo
association for about 3.5 years now. Our President Tom has been
on and off the Board for decades and goes above and beyond doing
work for the building, but is also very controlling and
stubborn. Tom lives half the year in another country and was a
contractor before he retired. Shortly after he made his annual
transition overseas, we received a bid for some structural
repairs from our property agent. Tom emailed the Board,
excluding the agent, saying he didn’t like the bid and it didn’t
fit what we had asked for. Kana, VP, responded saying no one
else on the Board knows anything about this type of work and
he’d need to take point. Two weeks later, Tom calls me saying
he is back in the states and can I come to a Board meeting at
his unit. According to our bylaws, our meetings have to be open
to the public, but I was given to understand that we were just
going to relax and trade updates on decisions that were already
made, so stupidly I didn’t protest.
Once there, Tom says he has been investigating and meeting other
builders to get better bids and Kana comments that we should be
so grateful that Tom has come through for us in this crisis.
Then in a very rehearsed tone, Kana says “At last minute ticket
fares too! You know, you should not have that burden when you
are here for Association work only! I move that the Association
cover Tom’s airfare.” And then she just looks at me
expectantly. I stalled for time because I was so taken aback -
1) I had no idea he had come back just for the building, 2) it
was clear that these two had spoken to each other more than what
was being shared with the rest of us, 3) had no clue what crisis
she was referring to.
I went home and after another board member confirmed that they
had no clue either and had thought Tom was back to do personal
business, I emailed out saying that the issue would need to be
voted on in a public meeting. I called the agent and instructed
her not to reimburse until that had happened. Then the long and
emotional emails started pouring in. I’ll summarize...
Email 1: so glad NyaChan and all agree that reimbursement is
appropriate. Please some or all of you call agent today and
instruct her that you approve release of the funds
-I clarified that we still needed to vote and I had only said
that reimbursement wasn’t prohibited under our rules
Email 2: Upset email from Tom about how this is a typical
reimbursement, why should he have to send in documentation (I
asked for an itemized accounting of what he wanted) and he does
so much for the building, if he billed us for all his time, we’d
owe him millions. He lists out all the people who told him
independently that he deserves to be reimbursed for the trip.
-I pointed out the bad optics of the request’s substance and the
manner in which it was made. I pointed out that it wasn’t
typical. It was a unilateral decision to have him come rather
than just asking the agent to get more bids. No other board
members had a chance to weigh in in whether the expense was
necessary and normally we vote even on how much to spend on a
vacuum. I also reminded him that he shouldn’t be involving
himself in the deliberations because he has an interest in the
outcome.
Email 3: Another angry email, this time insisting that we
shouldn’t vote on this at a public meeting because it would make
our agent look incompetent to the homeowners (he said he came
because he didn’t trust them to handle the bids)
Email 4: Kana emails an extremely emotional message that I have
maligned her integrity and she is heartbroken that I would imply
that she was doing something underhanded. She was only following
her conscience by asking Tom to come back and I “don’t know her”
Tom then called me twice at work, texted me to call him twice,
and knocked on my door at home. I am an attorney and work in an
office that is overrun with attorneys. They’ve all had the same
reaction that I did and thought the situation and emails were a
huge red flag in terms of transparency and ethics. But the
other two board members while privately telling me they are
uncomfortable, have not said anything. Like complete and total
silence in the email thread. Now I’m wondering if my and my
coworkers’ background is making us overly sensitive. I’ve left
out a lot because it was already a novel, but if someone is
willing to share their gut feeling, I’d appreciate getting a
non-legal third party opinion!
Edit: gave the Prez just one fake name rather than two lol
Thanks for the heads up!
#Post#: 33477--------------------------------------------------
Re: Does this feel “off” to you? Board ethics issue
By: HenrysMom Date: June 25, 2019, 10:13 pm
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Reading this, I have to say that something smells and it’s not
the dry rot.
I think Tom(Bart?) and Kanna are trying to pull a fast one over
on the board and the association.
#Post#: 33478--------------------------------------------------
Re: Does this feel “off” to you? Board ethics issue
By: Sycorax Date: June 25, 2019, 10:35 pm
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Doesn't sound great to me, either. Whatever the crisis is, I
doubt it warranted an expensive last-minute overseas flight.
#Post#: 33479--------------------------------------------------
Re: Does this feel “off” to you? Board ethics issue
By: LurkingGurl Date: June 25, 2019, 11:13 pm
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You are not overreacting. They are being shady as all heck!
And depending where you live and the laws that apply, you could
get in trouble for going along with shenanigans. And since you
are an attorney, being involved in shenanigans could be
professionally hazardous to you as well.
You don't owe anything to Kana or to Tom. You owe it to the
people who voted you onto the board to look out for their
interests. And questioning a charge like this and handling it
above board and according to the rules is the right thing to do!
#Post#: 33482--------------------------------------------------
Re: Does this feel “off” to you? Board ethics issue
By: Aleko Date: June 26, 2019, 3:59 am
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I agree with everyone: of course this is as wrong as old
doohick.
But also to say that it isn't even a question of whether Tom and
Kana are trying to pull a fast one financially (though they very
well may be), and that it isn't necessary or even desirable to
suggest this to the rest of the association. The fundamental
issue is that they are throwing the legal requirements and
normal procedures to the winds, sidelining the members and
behaving as though the building were their personal property.
Which would be 100% wrong, no matter how pure their motives were
and how sensible their judgement of contractors was. Best stick
to that: don't imply any criminal intent.
NyaChan, it may be a very good thing that you're an attorney.
Unlike maybe the other board members who are staying shtum, you
have professional rules of conduct which extend beyond your work
to your behaviour as a citizen in general, and you may
legitimately say to the board that as an attorney you cannot be
party to these procedural irregularities however
well-intentioned, period.
As for Tom's email: I don't recommend engaging with the 'if I
billed the association for all my time, you'd owe me millions'
bit, but of course that's a classic red flag that the person who
says so is treating this as their own personal fief. Either they
are putting in wholly unnecessary time on account of their sense
of ownership, or the association is being administered in a
quite uneconomic way and needs restructuring. But you can
certainly reply to his assertion that all these people have told
him personally that he ought to be reimbursed. If that is their
opinion, a proper vote officially confirming this can only be a
good thing for him, no?
#Post#: 33488--------------------------------------------------
Re: Does this feel “off” to you? Board ethics issue
By: Hmmm Date: June 26, 2019, 7:49 am
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I love that you are sticking to your ethics and not allowing
them to emotionally bulldoze you. I might respond with a last
email saying:
I do not know what communications occured between the 2 of you
prior to the request for refund or why you and Tom felt the need
for him to return. However, that was your decision and you
should not have assumed costs would be reimbursed without a
vote. You are both aware of the bylaws and the process we have
of approving expenditures. Your continued emails and calls is
making this very uncomfortable for all of us. I will no longer
be responding to discussions on this topic until we hold the
public vote as mandated by our standard rules. Since you both
feel this is a valid expense, I'm sure the vote will go your
way.
#Post#: 33495--------------------------------------------------
Re: Does this feel “off” to you? Board ethics issue
By: Jayhawk Date: June 26, 2019, 9:56 am
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NyaChan - stay strong. I know it will be difficult, but just
continue to keep a professional tone and insist on abiding by
the by-laws or other organizational documents. Explain it's for
the protection of all involved. Good luck - I'm afraid they're
ganging up on you.
#Post#: 33497--------------------------------------------------
Re: Does this feel “off” to you? Board ethics issue
By: Isisnin Date: June 26, 2019, 10:50 am
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What a story! - yet not uncommon. Why do you think the other two
board members are remaining silent? And why did Kana, the VP,
turn to you to second her motion to reimburse Tom?
Years back, my Dept Manager was pressuring me to reimburse a Dr
for something that was against the rules (non-profit research
hospital, laws, policies, procedures, etc. are a huge deal in
such places). Finally, I said to her "you have signature
authority. You can sign the paperwork." Never heard about it
again. - and the Dr was not reimbursed.
Soo.. you can remind them that this isn't all about you. That
they don't need your permission. While you won't vote for
anything against the bylaws, or participate in a vote that is
against the bylaws, each member of the Board makes their own
choice and casts their own vote. They can do what they want
without you.
Are you the only attorney on the Board? I wonder if that is why
they are pressuring you. "But Nychan is an attorney! and she
voted for the reimbursement!" You are their cover - and you're
not cooperating!
#Post#: 33499--------------------------------------------------
Re: Does this feel “off” to you? Board ethics issue
By: Hanna Date: June 26, 2019, 12:04 pm
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[quote author=Hmmm link=topic=1207.msg33488#msg33488
date=1561553382]
I love that you are sticking to your ethics and not allowing
them to emotionally bulldoze you. I might respond with a last
email saying:
I do not know what communications occured between the 2 of you
prior to the request for refund or why you and Tom felt the need
for him to return. However, that was your decision and you
should not have assumed costs would be reimbursed without a
vote. You are both aware of the bylaws and the process we have
of approving expenditures. Your continued emails and calls is
making this very uncomfortable for all of us. I will no longer
be responding to discussions on this topic until we hold the
public vote as mandated by our standard rules. Since you both
feel this is a valid expense, I'm sure the vote will go your
way.
[/quote]
I like all of the points made here. I would reword a bit and
take out some of the edge:
[quote]
Since I was not privy to the communications between you prior to
incurring the expense or making the request for refund, I cannot
add anything further to the discussion at this time. I am not
aware of the reason that Tom needed to return immediately at the
expense of the association and anyway, this reimbursement is not
within my authority to approve. Per the bylaws and the process
we have of approving expenditures, we must hold the public vote
as mandated by our standard rules.
[/quote]
One of my relatives is engaged in a similarly ugly HOA issue
right now. They have progressed to bullying her outside of
meetings because she objects to 100K+ expense that is completely
unnecessary. Seems like someone involved is on the take, and
many of the residents are just old and tired and apparently the
money doesn't mean much to them either way.
#Post#: 33507--------------------------------------------------
Re: Does this feel “off” to you? Board ethics issue
By: Contrarian Date: June 26, 2019, 1:50 pm
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Does the condo get audited? I have so many questions.
I was a property manager who worked with boards for years. A
board member would never be allowed to create tenders to put out
for bids, that would be considered to be a conflict of interest.
(I can’t tell exactly what it is that Tom is doing here, the
contractors create the bids, engineers or building consultants
usually put the tenders together)
Is he (Tom) a licensed structural engineer or an architect?
Any capital repair work ever done at the buildings I worked for
contracted engineers (usually the same does that do the 5 year
Building Condition Assessments, they get to know your building
really well) to create the scope of work, the tenders to go out
to contractors and they also oversaw the projects and made sure
all building codes and building permits were in place.
If the board allows an unlicensed (it doesn’t matter if he was
previously) non-structural engineer or just a board member with
construction experience, to assess a tender and scope of work or
create one and god forbid any structural problem follows, the
entire board will be legally responsible.
Most of the time board members don’t have their names in the
minutes in motions being seconded or abstained or opposed but
make sure, before the minutes get signed that your name is there
suggesting that the board is conducting unsafe and illegal
business and you are opposed. And then resign.
Who are the signing officers signing cheque’s without
documentation and a board resolution for an expense that is so
far outside the norm? Does your condo have an ethical conduct
agreement that directors must sign?
Is the org audited every year? Every building I worked for was
audited annually, all these things including the capital
spending with board resolutions, back up documents for pay outs,
are gone over. It’s best for staff and better for the board to
have this gone over annually.
I don’t know what the laws are like where you are but Tom’s
reimbursement is far less worrying than a director overseeing a
tender and personally being involved in bids.
How many bids per project do you review? I always had to have
the engineer consultants in the room when I opened the bids at
the deadline to witness there was no special treatment
happening. We would open them, make a spreadsheet of any
anomalies with the scope of work, their pricing and materials,
and the timeline for the project, and that spreadsheet would go
to the board. The standard bids submitted is 3 to 5.
Honestly, I hope they are just putting in a garden or something,
otherwise the unprofessionalism here is terrifying.
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