Category: Governance

Who gets to decide who is eligible to serve on the Board?

Who authorized the Clarkson Law Group to block me from running for the Board?

Not the law. Not NRED. Not the SCA Board. I believe Adam Clarkson and his whole Law Group should be re-trained to better understand who their client is. No Association attorney has legal decision-making authority to control who is eligible to sit on a Board of Directors.

Follow this link for a 2012 article by Barbara Holland, “HOA directors should be held accountable“, in which she noted:

The majority of the people who have been found guilty in the current FBI investigation of the massive Southern Nevada HOA scandal have been on boards of directors.

Holland argued that HOAs needed to be protected from fraud, but note her warning about the potential for abuse

There should also be some discussion as to whether a homeowner should be disqualified from being placed on the ballot when he or she is currently in violation of the community’s governing documents.
Now, this is a touchy subject as this proposed law would be used improperly by HOA boards that could try and block homeowners from sitting on the board.

Why didn’t Clarkson disclose his former employment to SCA when it could be perceived as a potential conflict?

Adam Clarkson’s resume submitted to SCA during the 2017 RFP process did not disclose where he practiced law after he passed the Nevada bar in 2006 until 2014 when he incorporated the Clarkson law Group. Last September, AnthemOpinions reported that Clarkson was had been an associate attorney for the firm of Quon, Bruce, Christiansen early in his career.

Law Partner Nancy Quon was a principal player in the HOA corruption scandal from 2008 until her suicide in 2012. The massive conspiracy involved rigging HOA board elections and taking over HOA boards to steer legal and construction defects contracts to specific firms.

Adam Clarkson was never charged with a crime or even accused of knowing of the conspiracy that purportedly was led by Nancy Quon, a partner in the law firm that employed him. However, given the job Clarkson was applying for, shouldn’t he have disclosed to SCA, that his prior employment “would appear to a reasonable person to result in a potential conflict” ? Shouldn’t he held to as high a standard of disclose as he is imposing on me?

When I went on the Board, Clarkson demanded  that I “voluntarily” relinquish some of my legal rights to “avoid even the slightest appearance of a conflict” by signing an agreement to recuse myself from ALL SCA collection matters . This demand far exceeds the conflict of interest requirements in NRS 116.31084 and NRS 82 and seems pretty self-serving.

In fact, forcing me to recuse myself from current SCA collection matters did not protect SCA or homeowners one iota since my quiet title claim is for unlawful acts by SCA’s former agent, FSR.Stripping my access to information about collections as a Board member, and now trying to prevent my getting back on the Board, appears to a reasonable person to only protected Clarkson’s interests.

Clarkson Law Group is both SCA’s general counsel and debt collector which in my book creates a potential conflict of interest. Oh yeah, one of the ways Clarkson justified deeming my board position vacant was saying  I “put matters before the Board from which (I) stand to make a profit” when I proposed to the Board that some remedies to my complaint of harassment and retaliation would be to:

So who has the greater appearance of a conflict – me or Clarkson?

Clarkson has overstepped his authority

I am not in violation of any governing documents. I am a member in good standing. I have no financial claims against SCA. SCA is still in the quiet title litigation only because they refused at least eight attempts on my part to resolve the issue without litigation and before I got on the Board.

Why have homeowners had to pay the Clarkson Law Group tens of thousands of dollars to:

  • order me to cease and desist asking about the GMs excessive compensation
  • falsely accuse me of making a profit on my Board position,
  • having undisclosed  or “potential” conflicts, c
  • reating “employer liability”?

Did the Board declare me ineligible to run?

Not the Board. There was no Board vote to declare me ineligible to run.
At least there was no agenda or notice of a Board meeting to take such a vote.

There is no provision in law, SCA governing documents or SCA Board policy that creates a mechanism for the Board to take such an action. Compare this Clarkson/Seddon edict that I am ineligible with the FBI Russia investigation:

Even if the FBI investigation produced a finding that Russia manipulated the vote enough to make Trump win the Electoral College, there is still no mechanism in law for the Attorney General to invalidate the election, declare Trump ineligible, or to put Hillary Clinton in Trump’s place.

So, absent action by the Board, who decided I was ineligible and on what legal authority?

The GM, probably just did the same thing she did when she wanted legal cover for interfering in the recall election and cost homeowners $84,866 unbudgeted dollars to hire a CPA to make sure the recall failed.

But, given how Clarkson has buffaloed the Board into thinking that an Association attorney has higher decision-making authority than an Association Board, Clarkson might just as easily taken this action on his own initiative.

But whichever one did it, he or she acted without legal authority. And the Board let him or her or them do it.

Clarkson and the GM have done a fair amount of monetary damage to the Association that they have fought like hell to keep you all from finding out about.

I’m just saying.

Don’t you think it is weird that the same attorney who insists that I am a financial threat to SCA is the same joker who charged SCA $39,635 in 2017 for legal fees just to write me threatening letters and to help the GM threaten to sue SCA if the Board didn’t stop me from asking questions about her pay.

And it didn’t end. Clarkson sent me letter last month demanding that I  stop asking for SCA records that the law says are available to any owner. He sent another one to the KTNV keep Sandy Seddon’s pay confidential to protect her privacy. All SCA owners will have to pay $325/hour for these letters and for Clarkson to handle the NRED complaint. See a pattern?

Why is it a problem for the Board to act only “on the advice of counsel”?

Opportunity Costs – What owners had to give up to pay attorneys

A lot of it is unnecessary. A lot of it is by creating conflict, and common sense remedies are rebuffed. No effort to do best practices is rewarded when attorneys work on the principle of using the legal minimum as legal restraints.

This is the same guy that advised the Board that it was somehow magically exempt from black letter law in NRS 116 on such trivial matters as freedom of information and owner rights to know how their money is being spent.

This is same guy who says the GM can spend money that isn’t budgeted on her own initiative without measuring the opportunity cost to owner services where those funds were supposed to be spent. I personally would have much rather SCA spent some of the money that was wasted on attorney fees on

  • a better sound system for group exercise classrooms or
  • better pay for the fitness instructors or
  • enough funding to not cancel exercise classes.

This is the same guy who had no trouble with SCA’s 2017 expenditure for legal services that was triple the already ample $90,000 budget.

Really, in 2017, this Board expended 300% of what prior Boards needed to govern responsibly. Of course, those other Boards didn’t have a legal counsel who told them it was a violation of their fiduciary duty to make any decision without the approval of the attorney.

This same crackerjack attorney told me it would be considered practicing law without a license if I told people they didn’t need a legal opinion every time someone blew their nose.

My commitment is to owners

Whether I get on the Board or not, I will fight for Board action to

1) prevent the overuse of attorneys,
2) prohibit the GM from using the attorney as her personal counsel against the association or individuals or groups,
3) require the Board policy manual section 4.10 be rigorously followed,
4) prohibit the use of attorneys in debt collection  prior to foreclosure,
5) use foreclosure as a last resort and not ever to benefit the debt collector over the homeowners,
6) to get the NRED or CIC Commission to rule that any fines or monetary damages come out of the attorney’s pocket so that he not be paid for causing the Board to violate owner protection laws and that he not be paid for the unlawful, abusive and threatening letters he sent me both during and after my time on the Board.

What’s the big picture statewide?

This interference in HOA elections is a much bigger issue than what happens to me. It affects every HOA in Nevada. The Clarkson Law Group claims to represent 300+ associations in Nevada, an amazing career trajectory for  firm that incorporated only three years ago. Adam Clarkson is the President-elect of the Nevada Community Associations Institute, a lobbying group geared primarily to serve the interests of the HOA agents – attorneys, managers, debt collectors, construction defect-related agents. CAI is NOT a homeowner advocacy group.

If Clarkson is allowed to get away with influencing the composition of the SCA Board for his or the GM’s profit or to support the political advantage of compliant and docile Directors, he could do it anywhere.

In fact, I bet he already has.

 

.

If you are tired of SCA being ripped off by attorneys, take action!

Apply by 4 PM today, Feb. 9
to be a candidate for the SCA Board

I encourage you to apply to sit on the SCA Board if you believe you can help  the Board fulfill its responsibility to:

  • adopt policies that protect the SCA membership  from losses to our property values, amenities or quality of life.
  • ensure that our governing documents are enforced uniformly and no one, including the Board, the GM or any SCA agent is exempt from the rule of law
  • adopt a fair and open system for meaningful owner involvement in governance and for equitably addressing owner concerns.

To protect our wonderful community, we must get a Board majority that has these values and acts on them. We are not well served by a Board that  hands over our wallets to an attorney and a GM whose decisions profit them more than they serve homeowners or the association that is supposed to exist solely for the benefit of the membership.

Unfortunately, people tell me they are discouraged because the current Board has abdicated, causing, or allowing, the association attorney and GM to run roughshod over homeowners’ rights. But, hopefully, some of you will step forward to help create systems and policies that will prevent the attorney from becoming the boss.

Attorneys fees and loss of our property values

Next blog I’ll go through these outrageous attorney fees we all paid for 2017. I’ll show you exactly how much you are paying for the absolutely useless and unnecessary use of an attorney to promote interests that are directly adverse to ours.

2017 legal fees were more than triple what was budgeted!
  • How much value did we get for spending $294,924 on attorneys?
  • What did we have to give up to pay for attorneys?
  • How much better sound system could we have had for aerobics and fitness rooms in Independence Hall for the price of even one attorney-day?
  • How much value did SCA get out of paying a GM, a CFO and a Facilities Manager almost double what those jobs get paid in the Las Vegas market?
So, if these matters concern you, throw your hat in the ring.

Here’s the application packet from www.sca-hoa.org distributed by the Election Committee. Here is the required candidate disclosure form 850 published on the Ombudsman’s website which doesn’t have all the nonsense SCA’s attorney put in.

I’ve already put in my application  to go back on the Board.

Why don’t you?

 

Rating Rex’s Self-Management Report Card

Demonstrating all the transparency and humility we have come to expect from our supreme leader, Rex Weddle once again used SCA’s official house organ, the Spirit, to stroke the ego of the Board and GM by giving a glowing Self-management Report  Card. Although Rex didn’t give any letter grades, let’s fact-check his assertions of outstanding performance, and I’ll offer the letter grade I think is warranted:

SCA made the right decision to be self managed.

True. The former Boards’ grade should be a B for taking action based on specific plans and goals to correct deficiencies.
The current Board should get an F for failing to follow through on good work done by prior Boards.

SCA’s management company FSR needed to be replaced, but for more reasons than either Board acknowledges. FSR was double dealing by being both the managing agent and the debt collector following the collapse of the real estate market.

Even with a solid management agreement, previous Boards did not keep FSR from grabbing profits from abusive collection practices. Prior Boards were unaware of the negative impact these abuses had on owners’ property values. Their attention was overly focused on deterioration of property values caused by excessive deferred maintenance of the common areas.

The current Board has also over-emphasized catching up on deferred maintenance, and has not held itself or the GM accountable for other critical areas (customer service, owner relations, transparent communications, fair and open culture, strategic planning, protection of individual property values, and maintenance of high quality amenities and other lifestyle options). Ultimately, this Board has a failing grade because their lack of accountability to owners is supported by paying an attorney to say that the rules don’t apply to them.

According to Rex, a Human Resources model was included as part of the transition.

False. This Board scores an unequivocal F.

Adequate human resource systems are not in place needed to protect SCA from “employer liability”. It is a disgrace that since 2015, the GM has not presented ANY plans or timetables for developing these internal controls or for incorporating essential expert owner oversight. The most important feature of transitioning to self-management is that SCA is now an employer. This failure has already resulted in:

  • excessive management compensation (the GM gets $100,000+ more than the market requires and three other managers annually take in more than a quarter million dollars more than SCA should be paying);
  • lack of performance standards (GM bonuses provided without justification despite massive owner dissatisfaction with her performance);
  • lack of contractual service level expectations (they remain undefined and unmeasured);
  • lack of written terms and conditions controlling GM employment (no management agreement makes her an “at-will employee” who is subject to the SCA Personnel Handbook. Unfortunately for SCA owners, SCA’s attorney has fabricated imaginary“rights” for her that she has asserted against SCA in threats of frivolous litigation and that allow her to act like a “super Board member” rather than as staff).

No 2018 assessment increase.

True, but the grade is still D.

Assessments were increased without clear justification in 2017, and those excess funds have been repeatedly used as validation of the quality of self-management. But, many questions remain unanswered:

  • Why were rates increased in 2017 if $300,000 in budgeted transition costs were saved by reducing the 9 of the 12-month budgeted overlap of the GM and FSR?
  • Why was a 12-month overlap of the GM and FSR budgeted anyway?
  • Why was the entire 2017 rate increase transferred to reserves? If the assessment increase was intended to reserve for walls & fences, what happened to the construction defects settlement for the walls if there was no remediation of the defects?
  • Was the 2017 increase intended to bring up the reserves funding level? If so, that has nothing to do with the difference in operating costs between using a management company and being self managed.
  • Was it for the Liberty Center? If so, why was it not a one-time assessment?

Whatever the reason the 2017 assessments were increased by over 10%, it can’t be ignored while the Board congratulates itself and the GM for not having another assessment increase in 2018.

Per Rex, Tom Nissen’s December Board report comparing SCA to other self-managed HOAs, shows the transition is going well.

False. The grade is D.

Tom should be given credit for researching other HOAs, but should be given no credit for answering the wrong question and deserves no credit for  timeliness and no credit for owner participation.

Tom’s report simply reaffirms that going to self-management was the correct thing to do. It might also support the idea that it was good that the Board adopted a policy to increase the reserves by increasing assessments in 2017. Regardless, neither of these have anything to do with whether the Board and the GM are doing a good job in the transition to self-management.

Showing that SCA’s assessments are relatively low says nothing about cost-effectiveness or about any differences between using a management agent and being self managed. Further, comparing assessments with other HOAs is not really informative unless you eliminate all gated communities from the comparison.

“The Board has made it clear that the complete transition would take a minimum of three years. There is still much to do and more culture change to undergo.” -Rex

True, and yet, the grade is still a big, fat F.

If there is another 1 ½ years to complete the transition, what specifically is planned?

  • Why are there no written plans and timetables?
  • Why is there no transparency and no standards for GM accountability?
  • Why is this Board resisting the necessary culture change by treating owners who are even mildly critical of the Board or GM with such disdain?
  • Why has the Board strenuously rejected developing the committee structure needed to provide expert owner oversight over HR, legal services, insurance and other amenities that has been successful in other self-managed HOAs?
  • What steps has the Board or GM taken to change SCA’s culture to be more inclusive, fair and transparent?
  • What steps has the Board taken to ensure that SCA owners won’t be taken advantage of by unscrupulous agents?

The transition to self-management is very successful in handling deferred maintenance.

True. The grade could be an A, but since there is no transparency, no way of measuring cost effectiveness, and no standard for defining priorities, I can’t be that generous. But remember, no matter how well this portion of property management is done, the grade for it should count only as about 25% of an overall grade for a successful transition to self management, not be given the nearly 100% weight the Board has given it. 

What kind of HOA do we want SCA to be?

And what owners can do to make it that way

Taking a cue from Jim Mayfield’s article “Distinctions between Governance and Management” re-published below, here are a few action items.
In italics: how I see things are currently being done around here.

  1. Encourage owners to run for the Board who are willing to contribute to creating more transparent, competent and accountable governance, or volunteer to serve yourself.
    There is a battle for control of the Board between those who want a fair and open system created that’s good for all owners vs. those in power who want to keep centralized control by excluding anyone who has complained about this GM or who signed a recall petition. 
  2. Utilize the expertise of residents on a Personnel Committee to protect SCA against employer liability, to propose GM performance standards using customer ratings and  objective measures to prevent excessive executive compensation.
    These functions currently are done, if at all, by 1-2 Board members who don’t have the requisite skills, and the Board and GM have acted unlawfully to block necessary owner oversight.
  3. Require the GM to utilize an inclusive process and resident expertise to recommend goals and strategic plans to bring SCA back to be #1 Active Adult Community in USA.
    SCA had this #1 rating in 2011, but has slipped, and we currently have no adopted goals or shared vision about how to get SCA back on top.  Instead, the Board abdicates to a GM who has not evidenced any strategic approach to lessening owner dissatisfactions or community divisions.
  4. Demand that governance be completely transparent to owners.
    Right now, the Board pays lip service to improving owner communications, but allows the GM to use the attorney to conceal SCA records for reasons other than serving the best interests of the association. This secrecy allows SCA owners to be put at risk of being bilked by SCA agents, and it inhibits the SCA Board from being held fully accountable for its duty of care to owners.
  5. Get control of the budget out of the hands of the GM. Although the law prohibits the Board from delegating policy decisions about the budget and prohibits the GM from expending funds for unbudgeted purposes, the blurring of the lines of authority regularly occurs, and owners just have to pay the bill.
Former Director thinks SCA Board chose wrong path
Jim Mayfield served six years as an independent voice on the SCA Board. His experience with fractured governance in the last couple of years had some interesting parallels to what I  suffered during my short tenure:
  • President, GM, and attorney exerting excessive self-interested power;
  • Board rejecting any owner oversight and
  • punishing owners or individual Board members who complained.

Jim’s comments in his article, published in the November issue of the Community Association Institute magazine is re-published here with his permission.   – Nona

“Two and a half years ago, the Board was offered a clear choice between two forms of governance.
One form was the legal model embedded in NRS 116 and approved by CAI.  This form is based upon a model in which all elected Board members are considered equals and participate in a transparent, collaborative relationship, and the President (CEO) is directed by the Board and speaks only for the Board.  It also establishes the major responsibility is to protect homeowner rights and to establish processes for oversight of management.  This is the model described in the above article that was published in November.
The second form is a dictatorship that empowers the President (CEO) to exercise dictatorial powers, makes decisions, imposes his/her decisions on the Board (the Board reports to the President).  This model sees its primary responsibility to represent and protect management from the homeowners.  The model also expands the ability of the President, Board, and GM to operate in secret meetings and to empower its attorneys to use legal process to accomplish its objectives and those of the GM.
SCA is now reaping the fruits of this decision.  I hope all persons thinking about running for the Board in 2018 will read the article and commit to the principles outline therein.” -Jim Mayfield (see Page 10 in link below.)

Is SCA Board retaining lawful control of the budget?

Just saying that the Board acted “on the advice of counsel” doesn’t cut it

If the Board learned and followed these simple legal requirements, the GM and the attorney would be prevented from taking control of our budget and spending our money for something other than our benefit:

NRS 116.31151 (1)(a) requires the Board to prepare and distribute to owners a “budget for the daily operations of the association” which per CC&Rs 8.1(d) is deemed ratified “Unless 90% of all Owners reject the budget…”
The budget is distributed as required and is always ratified. No surprise. Hard to imagine 90% of all owners being mobilized to object to any budget the Board puts forward, but at least everybody knows what expenditures the Board has approved. 

NRS 116A.620 (1)(i) requires any management agreement to define spending limits for the GM.
Here’s the start of the slippery slope toward abdication. SCA Board and GM did not execute a management agreement nor have spending limits for the GM been defined. Pretty easy to rob Peter to pay Paul and then blame Peter for the missing money.

Per SCA bylaws 3.20, the SCA Board is prohibited from delegating policy control over the budget or, for that matter, deciding the amount of assessments, or deciding who can open bank accounts or sign checks or enforce the governing documents.
Here’s where SCA is really careening down that slippery slope. SCA is unprotected by not the Board not defining GM spending limits or service-level expectations in the legally-mandated terms of a management agreement.
Of course, without an agreement, the GM is not legally protected either. She is just an “at-will” employee, meaning she can be fired for any reason or no reason, just not a discriminatory reason. Her terms & conditions of employment are defined in the SCA Personnel Handbook and nowhere else.
But, don’t feel sorry for her. Not only does the Board coddle her, the SCA attorney has magically , albeit unethically, created “rights” for the GM that do not exist in black letter law and which are in direct conflict to the interests of the membership.

SCA bylaws 4.6 requires two Board members must sign all checks for any amount, and bylaws 3.25 requires that directors act on an informed basis while carrying out this duty, i.e., sign a check only if it is for something that has been approved in the budget.
Two Board members do sign all checks, but they may as well let the GM use a rubber stamp.

SCA Board Policy Manual 4.10 limits authority to request legal opinions to the Board as a whole or, in narrowly defined circumstances, to the President for the purpose of “…assessing the legal risks on actions under consideration…”. This provision specifically limits the GM’s authority to “…contact legal counsel regarding NRS 116 or other compliance issues…” not to act only “on the advice of counsel”. The SCA-Clarkson Law Group legal services agreement ONLY allows the attorney to provide legal opinions in response to specific Board requests. The attorney has NO decision-making authority over SCA policies.
Previous Boards had enough common sense to govern SCA without having to spend four times the budget to get the attorney to bless every action before it’s taken.
But then, Clarkson is a bully who has, using tactics bordering on elder abuse, and in clear violation of his professional standards of conduct, convinced the Board that it is a violation of their fiduciary duty to act without consulting him even in areas outside his firm’s practice specialty.
As a result, the President and the GM blithely use the attorney far in excess of what is legally permissible for self-serving purposes and in defiance of all common sense.

In conclusion…

The GM’s takeover of the SCA budget is happening on a grand scale because the attorney has blessed it (thereby being unjustly enriched), and the Board (who thereby gets to stay in power) self-righteously allows such foolishness as:

  • Spending an unbudgeted $85,000 for a CPA to do the Election Committee’s normal job to mess up the recall election was allowed by the GM solely “upon the advice of counsel”, but absent the inconvenience of legal Board action.
  • Six months spending for legal services was approved in the budget to cap at $45,000, but four times that amount, $185,000, was spent by the GM without any formal Board action to approve it and without conforming to the laws governing civil actions (NRS 116.31088), or sanctions for violations of governing documents (NRS 116.31085, CC&Rs 7.4) or limits on authority of the Board (NRS 116.3103, NRS 116.31036, NRS 116.31084) or owners rights (NRS 116.1104, NRS 116.31083, NRS 116.31175), or good faith  (NRS 116.1113, NRS 116.1112), and prohibition against harassment and retaliation (NRS 116.31183, NRS 116.31184).

I’m as amazed as you are at their gall.

Who benefits from spending SCA homeowners’ money?

Assessments levied against the unit owners’ property can only be used for the sole and exclusive benefit of the membership of the Association, e.g., maintenance of the common areas, actions to protect the property values of all our homes, preserving amenities and high quality lifestyle.

It is not ever acceptable for the Board, the GM or the attorney to put their personal, financial or political interests ahead of the interests of owners AKA “the common good“.

Therefore, allowing SCA management or agents to spend owners’ money for highly controversial and unbudgeted purposes that provide no benefit to SCA membership should not be tolerated.

Board decisions must always be evaluated against the standard of “Who benefits by it?”
If the answer is anybody or anything other than “the common good“, don’t do it.

Here are some examples where no benefit accrued to “the common good“, but they did it anyway.

  • The SCA membership lost when the Board vindictively evicted the Foundation Assisting Seniors after the GM failed to mediate a mutually-acceptable solution to CSG’s problems, blamed the Foundation President, and made up a silly story to justify forcing members to pay more after damaging a valued community resource.
  • Paying $85,000 for a CPA to conduct the recall election in a manner designed to keep the current Board majority from being recalled for cause provided no benefit to the association. It was more than a waste of owners’ money to keep those Board members in power. It allowed the attorney and the GM to keep their over-compensated jobs, too.
  • Paying untold thousands of dollars to make repeated threats of frivolous litigation of defamation against a Board member and unlawful orders for her to  cease & desist making inquiries regarding GM compensation clearly wasted owners’ money. It’s easy to see how using the attorney this way was protecting the GM and her fat paycheck. But, it’s impossible to see how such extreme action was protecting the association.
  • There is no benefit to the association for the Board to unlawfully remove an elected Board member on the false charge that she is making a profit from her Board position. It is simply a power trip and a nasty way of showing 2,000 voters that their votes don’t matter.

Is SCA Board protecting owners from scams?

Owner oversight, the bedrock of good HOA governance, has been decimated by this Board

SCA Board has gone a step further than just emasculating owner oversight by committees. It has also developed a self-righteous strategy to delegitimize ALL owner complaints about Board members, the attorney, and the GM (performance, pay, and recall election interference).

Their claim,

“It’s just CAVE (Complainers About Virtually Everything) people”,

has worked well for the Board (kept the majority in power). But, there is a huge downside. Marginalizing a large segment of the community has not been good for SCA as a whole and has divided the community into factions.

SCA Board refuses to listen to both sides of the story and acts according to their own spin

The Board puts the entire SCA community at risk by arrogantly ignoring well-substantiated complaints simply because they don’t agree with the complaint, or don’t like the person who complained. They’re not doing their job if they don’t address these issues fairly:

  • Paying the GM $100,000+ over the market rate for the job without having done any due diligence;
  • Allowing the GM to compensate at least two other managers double the going rate for their jobs;
  • Refusing to allow ANY owner oversight of personnel matters;
  • Having no system for GM accountability – no management agreement, no performance standards, no salary survey or bonus criteria, no spending limits, no insurance requirements, no written terms & conditions of employment;
  • Allowing the GM & attorney to unfairly influence the recall election in their favor;
  • Abdicating control of the budget to highly compensated agents;
  • Blaming the recall proponents for the GM expending $85,000 for an incompetent execution of the petition counting and ballot distribution/collection which benefitted at least one Board member unfairly;
  • Making unbudgeted expenditures of more than $150,000 in six months over the normal budget for Legal Services which is in conflict with NRS and SCA bylaws provisions as well as defies good common sense.

The Board either has refused to respond AT ALL to these issues, or worse, has used SCA official communications (as well as its sympathetic blogger) to viciously attack whoever speaks up about these Board failures to properly govern.

Worse still, the attorney enables the Board’s dysfunctional (lack of) response to owner complaints by wrongly advising that the Board and the GM don’t have to answer.

Good governance = a fair and open system

Good governance depends on a fair and open system that SCA has yet to develop.

Good governance can best (and perhaps only) be guaranteed if there is a transparent system of checks and balances to prevent fraud, errors, and omissions.

Owner oversight is the bedrock of a good governance system in any public agency or in any non-profit corporation like SCA is.  Owners (like taxpayers or donors) are ultimately responsible for footing the bill.

Agents and elected officials are there to serve the owners and not the other way around.

SCA Board, GM and attorney have a lot to learn before they can claim SCA has a system of good governance. They act as if SCA agents and the Board are co-equal branches of the association/government and that the owners are like wards of the court. This is nuts.

What if you contracted with a Realtor to sell your house, and he refused a great offer without telling you? What if he failed to disclose a relationship with a different potential buyer that he was pushing? I imagine you’d fire him and get somebody that would work SOLELY to get you the best deal.

It’s the same with SCA agents. It is their duty work SOLELY and EXCLUSIVELY in the best interest of the SCA membership. It is unlawful for them to put their self-interest before the best interests of the owners, but it’s a little harder to see what’s going on if the Board is helping (even if unwittingly) the agents  to act in ways that are not the best for the owners.

It is a major failure of the Board’s duty of care to the membership to abdicate, i.e., just hand over to SCA agents independent authority, power and rights over SCA policy and our wallets that neither you nor I would so cavalierly hand over to agents in our personal lives.

 

December 7 Board meeting wrap-up: Part 3 Board owner communications

 

Board Communications Task Force Report

Rex appointed two Board members (and no owners) to propose solutions to poor Board-owner communications. This is like appointing two members from Anthem Council to propose solutions to communication problems between SCA and Anthem Council. Not involving all stakeholders in the development of shared solutions is a core failing of this Board under Rex.  

Transparency and inclusiveness are not Board values. They seem to be primarily motivated by risk aversion. They are afraid of letting go of control because without clutching onto control, SCA will be sued or stormed by barbarians or something really bad. It’s unfortunately  counterproductive strategy and actually brings on the problems they are trying to avoid.

The Board has the same problem over and over because the Board does not trust or utilize the expertise in the community to bring the community together or to provide  necessary oversight over the GM, oddly referred to as the “self-manager”, or the attorney who have been given more power than is healthy for the organization and been put in inappropriate roles.

For example, the Board should never have assigned the GM to “mediate” the dispute with FAS. A mediation can only be successful if it is conducted by a skilled and disinterested neutral mediator. Acting as if that structure had a snowball’s chance in hell of working is like Jered Kushner claiming he could mediate a two-state solution after Trump recognized Jerusalem as the capital of Israel. Even if Kushner had some skill, the message that about which side the mediator is on overpowers any individual skill or pretense at neutrality.

Suggestion: timing of first owner comment period

Tim Stibbins suggested that the first owner comment period should be after the President’s report because Rex does not put his remarks in writing in the draft Board book. (I say this suggestion would enhance protection of owners’ rights. Rex frequently self-servingly biases his President’s report to obfuscate that he personally usurps and/or abdicates the authority of the Board, e.g., to create false legitimacy for executive session actions or to conceal them instead of noting such actions properly in minutes.)

Rex unhelpfully suggested that maybe owner comments should be after the GM’s report since hers wasn’t in the draft Board book either. Tim said fine, but that was less important, and then the matter was dropped. (Do you think any action will be taken on this request?)

Anthem Council  – November 16 meeting

No report.

When they kicked me off the Board, they also kicked me off as SCA’s representative to the Anthem Council even though there is no requirement that SCA’s rep be a Board member. After all, Jean Capillupo was just leaving the at-large seat on Anthem Council in which she served even though she was n longer on the SCA Board. I guess they thought I could make a profit from sitting on the Anthem Council or i was somehow going to cost the owners money by my service.

Anyway, my replacement did not file a report to the Board about what happened at the November 16 Anthem Council meeting. So, I guess we’ll never know.

December 7 Board meeting: Part 2 Self-management and the GM

Self-management Status Report

Tom Nissen described the management company’s (FSR) deficiencies that motivated the Board in 2015 to decide to go to self-management. He said the decision was not primarily to save money, it was to “get better information to manage the business more effectively”.

True, FSR dropped the ball on maintenance projects and bungled the reserve study. True, FSR allowed IT, the phone system, and financial reporting to become obsolete. These were all good reasons for converting to self-management everyone agrees on. Tom also gave a detailed report on his personal study of how SCA compares to other highly-rated HOAs. He came to the obvious conclusion that the transition to self-management was the right decision for SCA.

No argument here.

True, FSR had to go and SCA should be self-managed. Good points and totally true, but his praise was like Nancy Pelosi praising Senator John Conyers as an icon of the Senate before she said he had to go amid sexual harassment allegations.  

Tom described the research he did, as an individual Board member, and it was great. What he didn’t mention was that when another Board member tried to review the transition plans, the Board unlawfully held an unnoticed, “emergency executive session” to order her to cease & desist and paid the attorney to block all of her document requests.

However, Tom didn’t mention any of the things that are areas of disagreement, like excessive compensation for the GM and several top managers, or how the GM conceals association records or how the GM has not developed written transition plans or timetables since she got here in 2015, and does not have adequate personnel management systems needed to protect SCA from “employer liability”. 

Below is an excerpt from one of the many “legal letters” Clarkson graced me with (and you paid for) to explain why they would not let a Board member examine any SCA records. This one says SCA doesn’t have to produce the transition plans because SCA doesn’t have any. Then, to fake the Ombudsman out, they submitted 184 pages of powerpoint slides done by Tom Nissen in 2015 before the GM was hired.

It is simply wrong for certain individual Board members to “get better information to manage the business more effectively” and at the same time, tolerate the GM concealing that same management information from other Board members and the unit owners.

GM’s Performance Appraisal
(as reported in President’s report)

Rex stated simply that the GM’s performance appraisal was completed and will be put in her personnel file. The end.

Seriously. Not another word about it.

Unless you uncharitably interpret the self-management status report Tom gave later in the meeting as a surreptitious justification for giving her a raise/bonus without telling owners.

Here’s why I say the Board is not protecting owners if they don’t hold the GM accountable for customer satisfaction as much as for facilities maintenance:

  1. Board refused to put the petitions for vote of no confidence in her file as requested. Petitions signed by 836 owners called for a vote of no confidence in the GM were turned in during this performance rating period. This is more than 10% of ALL owners (and probably more than 50% of the owners who even knew there was a petition or how to sign it) who gave the GM a customer service rating of “F”. That is extraordinary, and yet the Board vehemently refused to honor the simple request to put the petitions in the GM’s personnel file. Board members, notably Bob Burch, expressed outrage and castigated the owners for even signing the petition.
  2. The Board did not respect owners’ right to express their dissatisfaction with the GM’s performance. Instead, a lot of time at meetings is spent with them droning on and on about how much they love her because she answers all the Board’s questions and she is way better at not deferring maintenance than the prior managing agent (that we fired).  It is the Board’s job to treat customer service concerns as legitimate and attempt to address them even if they don’t agree or even if they think that any owner who doesn’t agree with them is a worthless malcontent.
  3.  Rex didn’t say what the Board did about her bonus. Is she getting a bonus when she didn’t meet any objectives (No restaurant or even a recommendation about whether to have one. Poor job dealing with the Foundation. Springing surprise changes on Clubs. Lots of unhappy owners) If not, her pay should drop by $20,000. The 2016 bonus cannot be considered a part of her base compensation. I wish somebody other than me would make an information request to find out if they are letting her keep the $20,000. I can do it, but the GM slow-walks my requests and uses the attorney to write me “legal letters” manufacturing bogus reasons why information legally available to any unit owner should be withheld from me.
  4. Rex didn’t say what the Board going to do to fix the significant problem of the GM’s excessive salary.

No Recommendation on the Restaurant

“The SCA Board earlier this year directed the GM to make a restaurant space recommendation to the Board.”

Actually, when the restaurant was discussed at various Board meetings, Rex reported that in her last year performance evaluation, the Board instructed her to have the recommendation completed by this December. A rejected 6/22/17 information request was fulfilled by the attorney through the Ombudsman on 9/13/17, in which was the actual  wording of the performance expectation about the restaurant:

“2017 GM Criteria for Bonus Consideration
Prepare a recommendation for the use of the restaurant space. The recommendation should result from a detailed analysis of the possible uses of the space. If not used as a restaurant, the analysis will include costs for each option to include those costs associated with the modification of the space.”

I have argued for the past six months that allowing the GM a year to come up with just a recommendation is an extremely low standard, particularly since the CC&Rs require the continuous operation of the restaurant without the written authorization of 75% of the owners to close it. Is it too much to hope that the Board will hold her accountable for not having accomplished ANY “detailed analysis of the possible uses of the space”. After she refused to consider any analysis I submitted or let me see anything she was working on, I certainly don’t want to see her getting a bonus if Tom Nissen or Forrest Quinn whip something up for her.

Most recently the Board asked that I send RFPs to restaurant consultants to produce an opinion on the restaurant option. Some directors were reluctant to proceed without a definitive expert opinion on the viability of another restaurant at our location. And if viable, in what likely format.

Really? When did the Board ask her to get a consultant? I remember objecting to her reporting that she was going to do it because a) there was no money budgeted for that purpose, and b) she is costing homeowners over $300,000/year in salary and benefits, she ought to have the skills to  put together a competent analysis. Also, why is she holding back because “some directors were reluctant to proceed”? Why isn’t she dealing with the Board as a whole and treating all directors equally?

On January 25, the GM will recommend to the Board whether SCAshould have a restaurant or repurpose the space.

“That recommendation only awaits one clarifying legal point connected with repurposing the space.”

SCA already has a legal opinion about owners getting an opportunity to vote if they don’t like what the Board wants to change it to, IF 10% petition for it. I’m mystified about why the attorney has to be brought in over and over. I’m also surprised that this important sentence is on the audio, but was left out of the written version of the GM’s report that David Berman posted.

In the interim, I will also prepare an RFP for possible restaurant tenant response. Then the Board will have all the information needed to concur or disagree with whichever recommendation I make.

I don’t know if you noticed, but the recommendation I made six months to have a local commercial broker specializing in restaurants, bars and gaming handle the process was ignored even though the GM’s approach is doomed to be a repeat of past failures. There needs to be an independent expert to develop a lease that is fair to, and protects, both parties, allows a vendor to deliver a product the residents want, and keeps the GM’s and the Board’s fingers out of the pie.

December 7 Board meeting items of interest

The last SCA Board meeting of the year is tomorrow at 1:30 PM. I’d like to point out a few things that you might not notice immediately, but which are important to for owners to know the full story.

Click here for full agenda.          Click here for draft Board Book.

Financial Report for October

Two things mar an otherwise brilliant job of bean counting:

  1. How much are we paying for who to do what?     SCA is now an employer with 80 employees costing $3.5 million -over 40% of operating budget, there should be a clearer accounting of cost of staffing by budget objective. The Board cannot hold the GM properly accountable nor can the owners be protected from such failures as excessive management compensation or featherbedding, if the accounting obfuscates these facts. And, more importantly, the Board is not holding itself properly accountable to the owners by letting the GM hide what SCA employees (particularly managers) are being paid and what they are being paid for.
  2. Since Adam Clarkson became SCA Legal Counsel on May 1, there have been $185,010 expended for legal fees which was 411% 0f the $45,000 budgeted for legal fees over half a year. This is the same attorney
    • who told the Board the GM did not need its authorization to expend SCA funds for unbudgeted purposes.
    • who does SCA’s debt collection function in the least cost-effective and most draconian way available.
    • who, along with the GM, is responsible for additional unnecessary expenses of at least $73,000 for the recall election which were STRONGLY objected to by the proponents of the recall.
    • who is being paid $325/hour to cause or allow the Board to take unlawful actions against political opponents of the GM and certain members of the Board.

 

Election and Voting Manual Revisions

Reviewing policies on voting may be really boring, but it is important to protect homeowner control over who represents us on the Board. There has to be a sound, uniformly administered system in place to prevent ANY election interference from tampering with ballots, abuse of power, or even unfair communications.

The largest HOA board election rigging scandal in Southern Nevada involved primarily attorneys who were supposed to be neutral outsiders who stacked HOA Boards to channel construction defects litigation.  This Election and Voting Manual is intended to ensure that the SCA homeowners actually control who sits on the Board and that those Board members actually work SOLELY for the benefit of the homeowners.

Yet, it doesn’t matter what is in this or any other SCA policy manual if the Board doesn’t follow SCA’s own rules or if it allows the GM and/or the attorney to manipulate the process in favor or against certain owners.

Cherry-picking which laws to follow is a slippery slope

There are several areas where our election process is not in conformity with NRS or the SCA Bylaws. For example, SCA Board does not have a nominating committee as required by SCA bylaws 3.4a below. While there may be good reasons to not want to have such a committee, this is an example of how problematic it is to simply disregard a provision. The bylaws must be uniformly enforced and not simply disregarded. The narrow exception is when the bylaws explicitly conflict with a mandate in a Federal or state law.

Filling Board vacancies after a director is removed.

The final clause of SCA bylaws 3.6. requires a vote by the unit owner to fill a Board vacancy caused by a Board member being removed.

“Upon removal of a director, a successor shall be elected by the Owners entitled to elect the director so removed to fill the vacancy for the remainder of the term of such director.”

The proposed change to the Election Manual, below in green, apparently attempts to justify retroactively how Jim Coleman was appointed, but even the new provision doesn’t allow for an appointment to be made without any notice to owners, any candidate nominations, or the required vote of owners.

Note that there is nothing in either the existing nor the proposed versions of the Election Manual that gives the Board legal cover for what they actually did to remove me nor what they did to replace me nor what they might be contemplating to do in the next election (keep me off the ballot).

  • How they removed me from the Board by simply declaring my position vacant is not authorized in NRS 116, NRS 82, SCA governing documents or any existing or proposed Board policy.
  • By extension, that also means that there is no legal means by which the GM, the Board or the attorney could refuse to allow me to be a candidate for, or to serve on, the Board should I choose to run again.
  • Also, note that this manual includes the NRS provisions which the Board President and GM violated by using the Spirit to publish their one-sided argument regarding the recall without permitting equal time and access to the opposition. Complaints of these violations are currently being investigated by NRED.

These proposed changes don’t describe what the Board actually did nor do they conform to the bylaws. The Board is simply pretending they have the authority to act against laws and policies “upon the advice of Counsel”. We’ll see.

Complaints to the Election Committee are not fairly handled

The Election Committee complaint process is to informal and allows for problems at both ends of the spectrum. On one end of the spectrum, informal complaints may be submitted without evidence or substance which could just waste the committee’s time .

On the other end, there is substantial risk of unequal treatment occurring, or even being merely perceived, if there isn’t a good enough procedure defining accountability, investigation, documentation and notice requirements. It’s sloppy management, and it reduces the community’s trust of the election process. It also allows interference in the independence and neutrality of the Election Committee.

In the proposed draft, there is still no standard format for resolving complaints, no required documentation to be maintained in the official SCA record, and no notice of the disposition formally given to the complainant.

I recommend the process defined in the SCA CC&Rs and utilized by the Covenants Committee would be a good model for the Election Committee to employ to fairly investigate and document complaints regarding Board elections.

Board Communications Task Force

In June, I proposed a resolution to improve Board-owner communications , but couldn’t even get a second to the motion. Now, five months later, nothing has been done to increase transparency or meaningful utilization of owner expertise in governance.

Rex appointed a couple of Directors to be a Board Communications “task force” (with no owner involvement)  and here are their recommendations:

Here’s what should be done immediately:
  1.  Either use SCA-TV to video broadcast Board meetings live or use some service like GoToMeeting.com to make the Board meetings accessible online in real time and interactive.
  2. Take the password off the website.
  3. Make the eblast mailing list opt-out instead of opt-in
  4. Follow the lead of Sun City Summerlin’s new GM in attitude.
  5. Stop using Board work groups that withhold information from owners.
  6. Expand the committee structure to utilize expertise of residents and have meaningful owner oversight and influence in governance.

Item 15B “Self-Management” is listed as New Business to be presented by Tom Nissen rather than the GM. The paragraph above the total back-up in the Board book to let owners know what the Self-Management item is about.

This raises a lot of questions about the Board’s failure to protect homeowners by hiring a GM without ANY of the defined terms and conditions of employment required in a management agreement.

  • Why is a Board member making a presentation on the transition?
  • Why doesn’t the GM whose compensation is $100,000 greater than other GMs at comparable Sun Cities like Summerlin make the presentation?
  • Why hasn’t the GM been held accountable for the development of the complete policy framework needed to protect SCA from legitimate risks and potential liability associated with becoming an employer or
  • Why hasn’t the GM held accountable for AT LEAST having written plans and timetables for getting the job done?
  • How will the Board – let alone the owners  – even know if the job is done right and on time?
  • Why did the Board let the GM unlawfully conceal SCA records on the transition to self-management from one Board member in violation of our bylaws 6.4c when this information should have been easily available to any unit owner?

After the Board meeting, I’ll let you know if any of these questions have been answered. Or if there are just new ones.

Defending the GM and her excessive compensation is a slippery slope

I have heard many SCA homeowners talk about the recall election and their main focus of concern seems to be the cost of removing Rex, Aletta, and Tom from office.

However, the real issue of this recall election should be the unnecessary costs these Directors have created, and insist homeowners continue to pay, rather than admit they are wrong. Their visceral hostility to my professional assessment of how to address excessive executive compensation is what got me excluded from meetings and decisions and is the real reason they kicked me off the board.

Refusal to utilize professional compensation standards for GM is unacceptable.

Excessive executive compensation may be justified in the eyes of the board members who approved it when the GM was hired in November, 2015, but they erred significantly in the compensation for the GM going forward which is easily $100,000/year too high.

The problem needs to be corrected by using expertise within our community, but instead, it was exacerbated by Rex appointing Tom Nissen and Bob Burch, a Board work group, and excluding me with threats of legal action regardless of my expertise. There are professional standards and practices governing compensation in the public and/or non-profit sectors that cannot be legitimately dismissed, but have been. Compensation for a job class is based on a number of factors normally determined by a classification and compensation survey of comparable agencies within the geographic job market conducted by trained and independent persons. SCA lacks a needed professional protocol for this.

 As delineated in our Articles of Incorporation, SCA was incorporated in 1998 as “a non-profit corporation organized under Chapter 82, Nevada Revised Statutes”. As such, the Board, contrary to what they believe, must operate under the good governance principles of a non-profit even though we are not a non-profit in the sense of a charity under IRC 501c3.

An easy-to-read article, WHAT IS “REASONABLE” COMPENSATION FOR A NON-PROFIT EXECUTIVE? describes one professional method for addressing GM compensation issues:
“Establish a Good Governance Framework
As a preliminary matter, non-profit Boards must establish good governance processes and procedures.  As suggested by the Treasury Department, good non-profit governance in the area of executive compensation starts with the following basic framework:

  1.  Set and follow established procedures for determining compensation;
  2.  Use responsible effort to determine appropriate or reasonable levels of executive compensation; and
  3.  Maintain appropriate oversight of executive compensation levels.”

Owner complaints of GM compensation should not be treated as beneath the Board’s notice.

The hot-button GM compensation issues listed below involve major deviations from standard compensation principles. I wanted the Board to take back policy control and be accountable to the homeowners. The other Board members wanted to pay the GM whatever they decided without having to listen to me ‘bitch’ about it or to my insisting that they explain their rationale to owners.

  1. The GM was hired at $250,000 which was $100,000 more than Sun City Summerlin paid to hire their Executive Director in 2015, and both SCA and SCS recruitments occurred at about the same time.
  2. We also pay for $100,000 for a CAM Lori Martin (recently replaced), so in essence, we are paying two people $400,000 (including increases, bonuses and benefits) for the work that other HOAs pay a single person under $200,000 on contract to accomplish. I have found that other larger and more complex HOAs pay for a top executive to operate the HOA under their own CAM license.
  3. In addition, Rex and the rest of the Board Members, gave the GM a $20,000 bonus, six months after she took over duties from FSR, the management company. However, to date, Rex has not been able to give a good justification for the bonus. The Board has refused to publicly adopt any GM performance standards.
  4. They cannot explain why there was a need for a 10% increase in owner assessments when we were moving to self-management as a more cost-effective form of operations.
  5. They claim that the GM’s big compensation was justified by the saving she accomplished when taking over early from FSR (a savings which was not known or predicted when she was hired in 2015 at such an exorbitant salary.)
  6. Why didn’t the $30,000/month for nine months that was supposedly saved by her early transition show up in the bottom line in the 2016 audit?
  7. The GM hired a CFO at $190,000 + benefits to handle our comparatively small $10 million budget. This compensation is also way out of line with the proper pay for that job class, maybe as much as double what others pay in this market for comparable work.
  8. The same problem of compensation rates based on a total disconnect with the local market rates for comparable jobs occurred again with the Facilities Manager compensation at $154,000, again double what other Sun City HOAs are paying in our region.

The combined compensation of four executives unreasonably takes up about 10% of the operating budget. However, but before I could finish my analysis, they ordered me to cease & desist asking questions. After prohibiting me from researching this subject further, they illegally removed me from my position on the Board on completely unrelated, bogus charges.  This is the Board’s fatal step off the cliff, and SCA is still tumbling down the slippery slope of an unfair, overly-politicized system.

Transparency and accountability to owners is essential, but inadequate at SCA.

As fiduciaries, the Board should be much more transparent and accountable to the homeowners as they fund all employee salaries. Compensation practices in organizations that are funded by taxpayers, donors, or assessment payers are necessarily different than compensation practices permitted in the private for-profit sector. The extreme resistance to this notion of transparency, accountability and homeowner oversight of GM compensation and performance standards has been a major source of contention between me and the other Board members who are overly protective of the GM to the detriment of the effective governance of the association as a whole

Sound personnel and salary administration requires formal policies which should NOT be delegated to the GM without competent owner oversight.

Coming from for-profit and military backgrounds, the current Board members don’t see a problem operating without strict policy control of positions, classification, and compensation. Nor do they see that this oversight can be provided more effectively and consistently by owners with relevant professional skills BETTER than the function can be performed by the Board which may or may not have members with the proper expertise. They don’t see the problem they create by abdicating complete control over position control, performance expectations, and compensation, a third of the budget, to the GM without an adequate system of accountability.

Just as there is a Finance Committee, SCA should be a Personnel Committee which includes owners, and at least one Board member,  as required by NRS 82.206(3) to utilize the expertise of owners with backgrounds in HR, with an emphasis in the public and non-profit sectors, to oversee the development of personnel policies appropriate to a self-managed Sun City. I submitted a proposal for such a committee to the SCA Board at the January 26, 2017 Board meeting, but it was given zero consideration and, despite my request to have my written comments included in the Board Book, it’s as if it never happened.

Once the salary is set for the job classification, performance standards, and measurements must be publicly adopted to determine any bonus. Absent customer-service ratings and other performance measured against publicly-adopted standards, any compensation increase by the board is irresponsible.

Contrary to what I believe is in the best interests of the membership and my literal interpretation of NRS 116.31085, Rex has aggressively blocked the PUBLIC adoption of GM performance standards to a ludicrous level. He claims that the law does not require members to know what factors or measurements control GM compensation. Further, unit owners haven’t been informed how many of your assessment dollars have gone to the attorney to prevent me as a Director from seeing documents showing what performance expectations the Board had adopted in executive session (if any). In my view, this skewed interpretation of the law benefits no one except the GM, attorney, and Rex, the man who would be king.

 

Refusal to use my expertise to address owner concerns about GM compensation was only the beginning. SCA’s system of accountability has been seriously damaged by how the Board mis-handled the GM’s frivolous threats of litigation.

This dispute is the real impetus for my being unfairly kicked me off the Board. Rex has allowed the GM to use the attorney to block ANY audit of the GM’s compensation and performance by me as an individual Director. This politically-motivated act could only be  accomplished by paying the association attorney literally thousands of dollars to conceal SCA documents from me and bless violating SCA Bylaws 6.4c:

Bylaws 6.4 ( c) Inspection by Directors. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of the Association and the physical properties owned or controlled by the Association. The right of inspection by a director includes the right to make a copy of relevant documents at the Association’s expense.

Concealing records and unequal treatment of independent Board members are two of SCA’s BIG unacceptable governance practices.

Whether the GM’s salary is correct or too high is not the critical issue. The huge problem is the kind of system that’s created when when the Board tolerates the GM throwing a hissy-fit because I did a salary verification with her former employer, and then claims I am not authorized to identify myself as an SCA Director or ask questions about GM compensation, and then orders SCA’s official records be sealed from my view. I was threatened with litigation, accused of violating my fiduciary duty, and many other humiliations, including shunning, for refusing to just shut-up.

In what world is it justifiable to treat a volunteer Director in such a horrific manner?

In what world is there any possible way I could have used GM compensation information to make a profit in unrelated quiet title litigation as they claimed?

SCA’s system of accountability and responsible governance has been seriously damaged by how the Board mis-handled the GM’s frivolous threats of litigation.

The GM’s actions, to prevent me from interfering with her gravy train, and to shut me up about demanding higher performance and responsiveness to homeowners to qualify for her high level of compensation were acts so egregious that, in my book, she should have been fired for her vindictive and retaliatory acts alone.