Q&A: Dealing with a Domineering Board

Q It has recently come to our attention, not through the board as yet, that our president and board of directors allowed a telecommunications company to come into the building and drill holes to install fiber optic TV service without having submitted plans to the local building and fire department. Now the project has been halted by the fire marshal for violations and there is an indication that everything that was installed may have to be removed.

In an effort to organize, we have formed a resident’s group. We are small and new, but now object to certain rules being passed by private votes of the board. Let me ask: how do we deal with a board of directors that we believe is violating bylaws and ruling through intimidation, denial and harassment?

—Pushed-Around Condo Owners

A “It appears that the letter writer’s board represents what is wrong many times in a condominium association,” says Hackensack, New Jersey-based attorney Donald M. Onorato. “While several issues are raised in the question which show a board which has breached its fiduciary duty, is entrenched and exposing the association to liability and costs, a fairly straightforward procedure exits to deal with a board who is violating these bylaws and ruling through intimidation, denial and harassment.

“Condominium associations are governed by a master deed and bylaws. The bylaws set forth procedures to remove members of the board. Typically, a mechanism exists wherein a specific percentage of unit owners in good standing have the right to call a special meeting of the unit owners for various purposes including to seek the removal of a board of directors. I am not privy to this particular association’s governing documents, but it is not uncommon for a requirement that at least 51 percent of the owners are necessary to call for a special meeting. At such a meeting, a quorum must exist—which again not having reviewed the bylaws—would probably again be a minimum of at least 51 percent of the owners present at which time they would vote for the sole purpose of removing the board of directors. If the unit owners are successful in their recall, the association would then be forced to hold an election to replace those board members.

“It is unfortunate that this board rules with such a harassing manner but again, a procedure exists to hopefully remedy this situation. If the board refuses to call a special meeting after the unit owners follow the proper protocol, the unit owners would be compelled to commence an action in the Superior Court to force an election. I suggest that the unit owners contact an attorney who could review the master deed and bylaws to ensure that they follow the proper procedures to call a special meeting. Also, the New Jersey Department of Community Affairs can be notified and may force the board to call the special meeting.”

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