Board Member Asked to Leave Board Meeting

[bareftrz]

As the Commons Area Coordinator of our HOA Board, I have a question as to how this issue should have been handled and what rights I may have.

During a HOA Board meeting with all 5 members present, the board president asked me to leave the room so that the remainder of the board could discuss a topic regarding the mowing of our HOA Commons Area since my son had submitted a bid to mow. Upon my return, I was asked if I was going to abstain, which I did, to avoid a possible conflict of interest. I was then informed that the other 4 board members made a decision and my son would not be allowed to mow even though his bid was cheaper and below budget. The contract was awarded to an outside individual for $975. over budget.

Hearing this, I personally guaranteed his billing and quality of work and even gave them an option to terminate if his quality was not up to the boards standards but the president avoided any discussion on my offer by quickly stating "NO". No further discussion followed.

To make matters worse, the president’s son had been allowed to mow our commons area for the past three years while he resided as president.

[Chris Harrison]

You were under no obligation under RONR to step out of the room while they were discussing your son's bid [RONR p. 625] nor to abstain on the question (although you should have if you had an interest no in common with the other members [RONR p. 394]).

[Kim Goldsworthy]

As the Commons Area Coordinator of our HOA Board,

I have a question as to how this issue should have been handled and what rights I may have.

During a HOA Board meeting with all 5 members present, the board president asked me to leave the room so that the remainder of the board could discuss a topic regarding the mowing of our HOA Commons Area

since my son had submitted a bid to mow.

Upon my return, I was asked if I was going to abstain, which I did, to avoid a possible conflict of interest.

I was then informed that the other 4 board members made a decision and

my son would not be allowed to mow even though his bid was cheaper and below budget.

The contract was awarded to an outside individual for $975 over budget.

Hearing this, I personally guaranteed his billing and quality of work and even gave them an option to terminate if his quality was not up to the boards standards but the president avoided any discussion on my offer by quickly stating "NO".

No further discussion followed.

To make matters worse, the president’s son had been allowed to mow our commons area for the past three years while he resided as president.

It is unclear as to what your focus is on.

Q. Did you think that the board COULDN'T turn down your son's proposal?

Q. Did you think that the board COULDN'T go with the higher-bid proposal?

Q. Did you think that the board COULDN'T go over its budget?

So far, no rule has been violated.

So far, your "rights" have not been violated.

[David A Foulkes]

As the Commons Area Coordinator of our HOA Board, I have a question as to how this issue should have been handled and what rights I may have.

During a HOA Board meeting with all 5 members present, the board president asked me to leave the room so that the remainder of the board could discuss a topic regarding the mowing of our HOA Commons Area since my son had submitted a bid to mow. Upon my return, I was asked if I was going to abstain, which I did, to avoid a possible conflict of interest. I was then informed that the other 4 board members made a decision and my son would not be allowed to mow even though his bid was cheaper and below budget. The contract was awarded to an outside individual for $975. over budget.

Hearing this, I personally guaranteed his billing and quality of work and even gave them an option to terminate if his quality was not up to the boards standards but the president avoided any discussion on my offer by quickly stating "NO". No further discussion followed.

To make matters worse, the president’s son had been allowed to mow our commons area for the past three years while he resided as president.

I think unfortunately all the "impropriety" (for lack of better word at the moment) in this situation actually falls on you.

When they asked you to leave the room, you could have said no. There was no requirement that you not be present for the debate on the question. This wasn't a disciplinary proceeding.

When they asked if you were going to abstain, you could have said "call for the vote and find out" (or words to that effect). Your under no obligation to reveal your intent to vote beforehand.

And when they then alerted you to their decision, you could have said "Wait a minute, did you vote with me out of the room???" Not that it would have likely mattered, since they were probably unanimous in their vote, and it just would have been 4-1 instead of 4-0.

And I really don't see that you had a conflict of interest, unless you were in some manner going to benefit financially from your son's employment, or if you are a business partner with him in his business.

It's all water under bridge now, I suspect. But at least you know with what, and whom, you are dealing, if you didn't before.

[Guest bareftrz]

M

It is unclear as to what your focus is on.

Q. Did you think that the board COULDN'T turn down your son's proposal?

Q. Did you think that the board COULDN'T go with the higher-bid proposal?

Q. Did you think that the board COULDN'T go over its budget?

So far, no rule has been violated.

So far, your "rights" have not been violated.

Sorry, I guess I was not clear in my questions. I think Chris H. answered two questions I had.

The other question I had is it right for the president to make a final call when I had offered

the option to terminate his contract if granted without further discussion?

[Guest bareftrz]

I think unfortunately all the "impropriety" (for lack of better word at the moment) in this situation actually falls on you.

When they asked you to leave the room, you could have said no. There was no requirement that you not be present for the debate on the question. This wasn't a disciplinary proceeding.

When they asked if you were going to abstain, you could have said "call for the vote and find out" (or words to that effect). Your under no obligation to reveal your intent to vote beforehand.

And when they then alerted you to their decision, you could have said "Wait a minute, did you vote with me out of the room???" Not that it would have likely mattered, since they were probably unanimous in their vote, and it just would have been 4-1 instead of 4-0.

And I really don't see that you had a conflict of interest, unless you were in some manner going to benefit financially from your son's employment, or if you are a business partner with him in his business.

It's all water under bridge now, I suspect. But at least you know with what, and whom, you are dealing, if you didn't before.

Question, since my son was the one to benefit financially and I was only going to guarantee his work does this really constitute a conflict of interest?

[hmtcastle]

Question, since my son was the one to benefit financially and I was only going to guarantee his work does this really constitute a conflict of interest?

No one here knows but it really doesn't matter since it's entirely up to you to decide whether to abstain from voting or not.

[Chris Harrison]

The other question I had is it right for the president to make a final call when I had offered

the option to terminate his contract if granted without further discussion?

No, but since you (or another Board member) didn't raise a timely Point of Order that the President doesn't have the authority to shut you down like that what was done is now done. Also, Mr. Foulkes makes a good point that it sounds like they took a vote on the question while you were out of the room which is a no-no because you had a right to vote on it (even if you should not) but you did willingly leave the room even though you had no obligation to do so and it is pretty likely that your vote would not have affected the result any.

[Josh Martin]

And I really don't see that you had a conflict of interest, unless you were in some manner going to benefit financially from your son's employment, or if you are a business partner with him in his business.

Members should not vote when they have a personal or pecuniary interest not in common with other members. I think a motion granting a contract to a member's son constitutes a personal interest.

Question, since my son was the one to benefit financially and I was only going to guarantee his work does this really constitute a conflict of interest?

RONR doesn't use the term "conflict of interest," but in my opinion, this constitutes a personal interest not in common with other members.

[Gary Novosielski]

The other question I had is it right for the president to make a final call when I had offered

the option to terminate his contract if granted without further discussion?

Well, yes, because apparently the matter had been settled while you were out of the room.

If a vote took place before you returned, which you imply it did, then you did not have the right to move to reconsider it, because you had not voted on it.

What was incorrect was asking you if you intended to abstain, first, because it's none of their business, and second because the vote was apparently over, and you can't add or subtract votes from a motion that was already disposed of.

If you wanted to amend the motion to add guarantees, or contract termination provisions, you would have had to stay in the room. Once the vote was over, it was too late to offer an amendment.

[bareftrz]

Thanks for all the replies. You helped me understand where I stand and what I probably should have done. As Mr Foulkes stated "It's all water under bridge now".