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Law Educator, Esq.
Law Educator, Esq., Lawyer
Category: Real Estate Law
Satisfied Customers: 111605
Experience:  Licensed attorney practicing landlord-tenant, land use and other real estate law and litigation.
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I am my hoa's president. All home owners by policy are

Customer Question

I am my hoa's president. All home owners by policy are supposed to contact the president with any concerns or questions. Recently at a board meeting one if the directors brought up that a couple owners had emailed her with concerns about bylaw violations. One of which had expressed the potential of seeking legal counsel. When asked to see the emails she did not want to show the board without permission from those who had emailed. Is the director required to show the board these emails? My speculation is that the email exchange involves comments about myself or other board members. I don't have an issue if that is the case other than that this director seems to be withholding info. How should I proceed?
Submitted: 1 month ago.
Category: Real Estate Law
Expert:  Attyadvisor replied 1 month ago.

Welcome and thank you for your question. I will be the professional that will be assisting you.

Expert:  Attyadvisor replied 1 month ago.

Can you tell me what you governing documents state with regard to correspondence either about the board or to the board? I have an issue with one board member having communications with owners that could impact the entire board.

Customer: replied 1 month ago.
I guess I should clarify, there is a generic email address for the HOA board for correspondence or via the mail. Typically as the president I handle the correspondance while communicating with the board. All members of the board have access to the email address.
Customer: replied 1 month ago.
The members who were emailing g the other director are both the former president and vice president of the board who have both utilized the board email for questions in the past.
Expert:  Attyadvisor replied 1 month ago.

I see no reason why as President you would not be able to see bylaw violation request information, unless the owners are accusing you of these violations.

Expert:  Attyadvisor replied 1 month ago.

Are they seeking legal counsel in relation to you?

Customer: replied 1 month ago.
I'm not seeking legal counsel for myself currently. I am more concerned that a director of the board is acting without directly involving the board. I dont believe It is about me being in violation. If anything it may be abiut how they feel I am addressing violations by other owners
Expert:  Attyadvisor replied 1 month ago.

And I agree with you. As I stated above there should be no reason any reason the President would be prohibited from seeing the emails unless the emails were addressing improper conduct on the part of the president. I am my hoa's president. All home owners by policy are supposed to contact the president with any concerns or questions. If that is the way the policy is handled there should be no variation unless there is a lawful purpose. You have every right to be informed of violations that is part of the President's responsibility.

Expert:  Attyadvisor replied 1 month ago.

"President
The president of an association is vested with all the powers generally given to the chief executive officer of a corporation. While specific by-law provisions may vary the president’s duties, it is generally presumed that he or she will preside at all meetings of the board and the membership. The president will execute contracts, orders and other documents in the name of the association as its agent. When signing documents, the president should indicate the capacity in which he or she is signing in order to avoid any personal liability since the president’s signature, under most circumstances, will bind the association under a doctrine of inherent powers.

The president also assumes general charge of the day-to-day administration of the association and has the authority to order specific actions in furtherance of the board’s policies. The president serves as spokesman for the board of directors in most matters relating to general association business. Like all officers of the association, the president has an affirmative duty to carry out the responsibilities of the office in the best interests of the association. Unless otherwise specified in governing documents, the president serves at the will of the board of directors and can be removed with or without cause at any time by a majority of the full board." http://www.hindmansanchez.com/resources/article/role-todays-hoa-board-directors/

Expert:  Attyadvisor replied 1 month ago.

You either want to point out your duties or contact an attorney as other board members are not permitting you to do your job. Where are you located?

Please do not hesitate to ask me any additional questions that you may have with regard to this matter as it would be my pleasure to assist you.

If you would be kind enough to rate my service positively so I will receive credit for my work I would appreciate it.

The Attorneys on the site do not receive credit for their time or work if the customer does not rate us positively. There is no additional charge to you for a positive rating and you can still receive a refund. Thank you for your consideration.

Customer: replied 1 month ago.
I am located in Michigan. What benefit would that give me to have an attorney in regards ***** ***** matter? Do you recommend this personally or as an association in this case.
Expert:  Attyadvisor replied 1 month ago.
It seems that the association is divided. You stated a director was not sharing emails with you that would normally be made available to you. Even if there could be legal issues why is the President being left in the dark on the issues?
Customer: replied 1 month ago.
A valid question. Are the home owners in question who emailed the director weakening their legal stance by bringing issues to a director instead of to the president if they are knowingly not going through the proper channels?
Expert:  Attyadvisor replied 1 month ago.
I don't know what the issues their issues are I just see that they are not going through the procedure set out by the HOA and the Director is complicit in keeping this information unavailable ho you. That concerns me.
Expert:  Attyadvisor replied 1 month ago.
Sorry for the typo. I am on my iPhone. What I meant to say is that we can only speculate on the issues since you are being denied access. Something is amiss.
Customer: replied 1 month ago.
I'm considering stepping down as president not only because of this issue but because I feel lack of support from the board on wanting to really run the hoa as a business and not a lemonade stand. If I were to do so, can I utilize the information I have about the conduct of the board, this being a prime example, if I were to ever seek litigation?
Expert:  Attyadvisor replied 1 month ago.

The worry for me is that any board member can be accused of "Ultra Vires" acts that can cause them to be held personally liable. I have no idea what is going on but if the board is not running properly I would not want to be part of a dysfunctional secretive board.

If I were to do so, can I utilize the information I have about the conduct of the board, this being a prime example, if I were to ever seek litigation?

If you find that this is what is occurring the owners could have the ability to file suit as well.

"The Michigan Supreme Court has previously held that acts of directors that are ultra vires subject a director to liability as they cannot be in good faith, reasonably prudent and/or in the best interests of the corporation. Dodge v Ford Motor Co, 204 Mich 459, 489; 170 NW 668, 678 (1919) (“The management of the corporation and its affairs rests in the board of directors, and no court will interfere or substitute its judgment so long as the proposed actions are not ultra vires or fraudulent.”)." https://www.linkedin.com/pulse/does-board-directors-michigan-condominium-association-kevin-hirzel?forceNoSplash=true

When a court determines that the board is not acting within the rules or acting on bad faith individual board members can be personally liable. I would step down if you have these concerns.

Please do not hesitate to ask me any additional questions that you may have with regard to this matter as it would be my pleasure to assist you.

If you would be kind enough to rate my service positively so I will receive credit for my work I would appreciate it.

The Attorneys on the site do not receive credit for their time or work if the customer does not rate us positively. There is no additional charge to you for a positive rating and you can still receive a refund. Thank you for your consideration.

Expert:  Attyadvisor replied 1 month ago.

You may not be aware that the attorneys will not be credit for their work if the customer does not rate them positively. Thank you for your consideration. Please let me know if you were unhappy with the service you received as I see you do not take the time to rate the Attorneys. If you are not satisfied and that is why you are not rating let me know I can have customer service contact you.

Customer: replied 1 month ago.
Does D&O insurance typically cover Ultra Vires or is that a personable liability?
Expert:  Attyadvisor replied 1 month ago.

"Acts that are beyond the powers conferred upon a corporation by its charter or by the laws of its state of incorporation. Corporate directors are not only liable for their own ultra vires acts but can also be held liable for ultra vires acts authorized by the board as a whole. For example, if a corporation's charter bans loans to directors and officers, the granting of such a loan by the board would constitute an ultra vires act for which all board members could be held legally liable. Coverage for ultra vires acts are excluded by directors and officers (D&O) liability policies if they are considered to have been dishonest, fraudulent, or malicious or if such acts violate criminal statutes." https://www.irmi.com/online/insurance-glossary/terms/u/ultra-vires-acts.aspx

Expert:  Attyadvisor replied 1 month ago.

Please ignore the additional services requests.

Expert:  Law Educator, Esq. replied 1 month ago.
Thank you for your question. I look forward to working with you to provide you the information you are seeking for educational purposes only.
I am a DIFFERENT CONTRIBUTOR, it seems your failure to leave positive feedback for experts who work with you has caused you to not get any other expert to assist on this question since experts are not employees of this site and get no credit for time spent with customers when they fail to leave positive feedback for the expert who worked with them.
Your previous contributor decided not to continue working with you it seems.
Did you have any additional questions that were not answered about your situation?

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