WHY WE BOTH VOLUNTEERED

CANDIDATES NEEDED facebook post

On April 15, 2023, the Board of Directors had a message posted in the Meadowcrest private Facebook group.  

The post called for members to volunteer to serve on the Board of Directors for the upcoming term. 

Alarmingly, the post went on to say that if not enough candidates volunteered to serve, then the management company would have to take 100% of the burden of operating the HOA, making all decisions, and controlling all the financial decisions. 

The post continued that if that were to occur it would result in our assessments going back up, potentially higher than they were before.  

NOTE:  The post was made on April 15th and the vote to have an amendment to prohibit the spouses from running was made on April 17th.  Less than 48 hours had elapsed.  There appears to be no minutes of an in person meeting so apparently the board deliberated via email, text messages and/or phone calls. We have requested copies of the records so we could have visibility of how this issue was discussed and what was said.  

Our response to the post

MIKE

Mike responded to the post stating he would be submitting his nomination to return to the Board.  He also opined that if nobody was willing to serve on the Board that court action would need to be taken to assign a custodian to manage the affairs of the association.  He stated he did not feel the current Board could appoint a company to act in the absence of a duly elected board.  Clearly, being unable to seat a board would be hugely detrimental to the association.  The serious statement made by the board was a significant factor of Mike deciding to submit his nomination to return to the board.  

CHRISSY

Like Mike, Chrissy was very alarmed by the post.  Chrissy had been serving on the Association’s Architecture Committee and recently resigned her position due to her wanting to spend time with a terminally ill family member.  When she saw the post, she decided to volunteer to fill a director vacancy to prevent the possibility of the association falling under court control.  She put her personal situations aside to ensure the place we plan on living in for the rest of our lives does not fall to pieces or result in unnecessary increases of our assessments.

POWER GRAB ALLEGATIONS

Control of the association

The flyer states the following, in bold and underlined “…a couple could tip the scales.  Having two people with presumably the same motivations and goals on the board would mean that certain decisions would always get the majority vote.  Allowing spouses on smaller boards is equivalent to letting them essentially control the association.“

Frankly, the above statement as well as other allegations in the flyer are presumptuous, hurtful and infuriating. 

To assume that two people, simply because they are a couple, are incapable of having separate visions, opinions, belief systems and motivations is not only archaic, but also insulting.

In our opinion, the alleged concerns outlined in the flyer are based on the assumption that a couple would be so corrupt they would be willing to risk becoming the pariahs of the community in which they live while at the same time, opening themselves up for civil and even criminal action.  

It is interesting that the email record of the vote for the proposed amendment had a subject line of “Amendment to address Missing Checks & Balances”.  We wonder what checks and balances the board felt was missing?  As board members they are supposed to be knowledgeable of the actual checks and balances that control their positions as Directors and Officers.  It does seem however, they forgot there are existing checks in balances in place.  We will discuss that next.  

CHECKS AND BALANCES

The flyer that has been distributed made several allegations and/or statements of supposed fact, including: 

• “…letting them essentially control the association.”
• “…sows distrust between the board and the rest of the community’s members.”
• “Pretty soon, members will start questioning the board’s decisions.”
• “…will wonder whether or not the decisions are good for the community or simply good for the couple.”
• “Owners will think that the spouses are conspiring specifically to benefit their interests…”

The flyer does not divulge the association is an Idaho Nonprofit Corporation and is subject to state and federal laws.  As a result, there are existing checks and balances in place that protect the members of the association from rogue board members, whether they are related to each other or not.  

The following are examples of some of the existing laws and standards directors and officers are obligated to comply with and how directors and officers may be removed from their positions by members and/or other directors:

Note:  If the title in the box is light blue, if you click on it, a new tab will be opened to either take you to the official website that the law is on for you to review in full context or if the item is referencing an association document, it will be downloaded for you to review in its entirety.

IDAHO CODE 30-30-618 GENERAL STANDARDS FOR DIRECTORS

30-30-618. GENERAL STANDARDS FOR DIRECTORS. (1) A director shall discharge his duties as a director, including his duties as a member of a committee:

(a) In good faith;
(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(c) In a manner the director reasonably believes to be in the best interests of the corporation.

IDAHO CODE 30-30-623 STANDARDS OF CONDUCT FOR OFFICERS

IDAHO CODE 30-30-608 REMOVAL OF DIRECTORS ELECTED BY MEMBERS

30-30-608. REMOVAL OF DIRECTORS ELECTED BY MEMBERS OR DIRECTORS.

(1) The members may remove one (1) or more directors elected by them without cause.
(2) If a director is elected by a class, chapter or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit or grouping.
(3) Except as provided in subsection (9) of this section, a director may be removed under subsection (1) or (2) of this section only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.

BYLAW SECTION 9.4

Section 9.4 Determination of Standard of Conduct. Except as provided in Section 9.3, any indemnification under this Article shall be made by the Association only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 9.2, as determined by:

(a) A majority vote of Directors who are not parties to such proceeding;

(b) Approval or ratification by the affirmative vote of a majority of the total voting power of the Association as cast by the Members at a duly held meeting of the Association at which a quorum is present;

(c) The court in which such proceeding is or was pending, upon application made by the Association or the agent or the attorney or other persons rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by the Association; or

(d) Independent legal counsel in written opinion, engaged at the direction of a majority of disinterested Directors.

BYLAW SECTION 4.3

Section 4.3 Removal of Officers. Upon an affirmative vote of a majority of the Board of Directors, any officer may be removed, either with or without cause, and a successor elected at any regular meeting of the Board of Directors, or any special meeting of the Board of Directors called for such purpose. Any officer may resign at any time by giving written notice to the Board of Directors or to the president or secretary of the Association. Any such resignation shall take effect at the date of receipt of such notice or any later time specified therein; and unless otherwise specified in said notice, acceptance of such resignation by the Board of Directors shall not be necessary to make it effective. A vacancy in any office may be filled by appointment by the Board of Directors. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he or she replaces.

FIDUCIARY DUTY

Every director has a fiduciary duty to members of the Association.  If that duty is breached, the director may face legal action against them. 

As fiduciaries, board members are required to not let personal beliefs impact their decisions.  They are also required to exercise confidentiality and discretion, particularly when it involves members of the association.  Talking badly about other members is not supposed to happen.  Not conducting due diligence, relying on personal interpretations and nepotism are all risky behaviors from a board.

Some of you may be wondering why the board has taken the actions it did.  We are not able to say for certain, but we do have a suspicion that retaliation is playing a role.  Click on the “Why Is This Happening To Us?” button below to learn more.