Why are community members requesting to replace the Board of Directors?
January 16, 2021 at 8:30 pm,
2 comments
For those who have not been following the various individual and collective issues that have been happening in our community with regards to the Bayside Commons Board of Directors and the General Manager that they hired (and have abetted) this post is for you. Today we share the letter from the Concerned Homeowners Group, a growing list of residents at 535 Pierce (owners and renters) that are seeking answers to why the Board has ignored and/or violated our CCRs and ByLaws to the detriment of our community.Dear Concerned Homeowners Group,
We have come a long way to enforce our rights in having a say in managing the affairs of our community. Although we have received many of the Association’s documents, most unfortunately have not been released, including almost all of contracts.
Our call to stop signing new construction and other contracts (except for necessary maintenance) and allow a moratorium on ‘big ticket items’ of our capital expenditures is being ignored.
Limiting the homeowners’ discussion time and what may be discussed, cutting homeowners off during the open forum, disabling the Zoom chat to control homeowner’s communication, and not allowing many to participate in the meetings or discussions continues as an ongoing problem.
Board cut the time for members who wanted to get on the ballot by 19 days, and violated the 30 days’ notice required by law for homeowners to nominate themselves Civil Code 5115(a), because it did not fit their newly adopted election rule!!! The Board’s rule never supersedes the State law.
They only changed their plan on using the former manager to be our election inspector, after they received our demand letter from our attorney.
Considering the above mentioned, we need to observe the election closely.
We have several options at this point, and we as homeowners owe it to ourselves to explore them and decide. We could do this individually, or we could do it collectively; the choice is yours. We all should respect and appreciate each other’s limitations, in terms of time, funds, and priorities. Still, it should be noted that the collective action would be always received better than an individual.
Before we proceed, we need a few reminders:
1- The manager, and any other employee of the Association is working at the pleasure of the Board. The Board can delegate certain managerial responsibilities to the manager, but not the liabilities and obligations as for as the law is concerned.
2-The Board is formed by five homeowners, who volunteer themselves to serve on the Board. After they take their seat on the Board, the law expects them to faithfully serve for the good of the community without any consideration for themselves, and they must disclose any benefit to them by the association. This is called fiduciary responsibility, and is an important component to ensure the community is fairly served.
3- They always must follow the valid laws, be it the BSC governing laws (CC&Rs, Bylaw, Rules& regulations) or local, state and federal laws. When in conflict, local, state and federal laws are to be followed.
4- CC&Rs and Bylaw have never been amended since the nineties. The draft amendments for these documents were made in 2017. It was never ratified. According to the original documents:
- The term of office is one year;
- The annual meeting is mandated to be held once a year;
- The fiscal year ends December 31th;
- There is no mention of the annual meeting in June;
Current Board members:
Roy Torkington was a member of the Board and President from 2015 - 2018 and was re-elected to the Board in June, 2019. He has occupied a Board seat beyond his term since June, 2020.
Silvia Piedrasanta was a Board member in 2017, got on the Board again by acclamation (not elected) in June, 2018. Silvia Piedrasnata has remained on the Board beyond her appointment since June, 2019.
Troy Hynson got on the Board by acclamation in June 2018, as well. His stay as a Board member past 2019, has been beyond his one year appointment as well.
Hugh Caley was a Board member in 2017 and was appointed to the Board by the Board in December 2019. Hugh’s appointment to the Board was never valid because Troy and Silvia Board-appointed Hugh after their time period had expired and the Board itself lacked quorum at that time.
Due to the above facts, the appointment of Sandra Miller to the Board in March 2020 was invalid.
The members of the Board in 2017 conducted the elections of 2018, and 2019 according to the drafted bylaw, and not to the original legally valid bylaw. It is true that this practice started before the 2017, but in 2017 this issue must have been brought to the attention of the Board that attempted to amend it.
The Board members as of 2018 election: Roy Torkington, Silvia Piedrasanta, Hugh Caley and Tina Gee
The Board members as of 2019 election: Roy Torkington, Silvia Piedrasanta, Hugh Caley
Tina Gee, Roy Torkington, Silvia Piedrasanta, Hugh Caley knowingly failed to inform the membership about these issues, and referred to the invalid draft bylaw in their communications with homeowners. Because of the failure to follow the Board requirement of yearly elections, in addition to their allowed term, the entire Board has been acting without proper authority.
The hiring of Ms. Leon didn’t meet required Board’s quorum to be valid, and renewal of her contract was invalid because there was no legitimate authority for the Board, and even if it were, it should have been with prior notice to the membership. She absolutely has no legal ground to stay in her position. The Board is negligent in its fiduciary duty, in not enforcing our laws by:
- Renewing manager’s contract without the knowledge and permission of the membership;
- Allowing the violation of California Business and Professional code 11504 by Ms. Leon. This code requires the managers to submit their certification to the Board, conflict of interest documents, and some disclosures.
- Allowing out of budget spending by the manager
- Signing contracts in secret and not disclosing any documents
- Failing to submit a valid budget report
- Discrimination, harassment, and defamation of homeowners
- Using maintenance and office services selectively as “favor” for some.
We do not have accept this disregard for the law, and we can take one or more of the following actions simultaneously depending on the type of violation.
- Mediate and sue to enforce the CC&Rs and the Bylaw. We could also file against individual Board members as well. The prevailing party would receive their fees after a court case was tried.
- Contact police for suspicions of fraud on the part of Board or the manager
- Contact Contractors State License Board (CSLB) [https://www.cslb.ca.gov/]
- The Attorney General office would take complaint about violation of certain corporation codes. Below are the violations that are applicable to our case. To see the complete list please view on the Attorney General's website.
https://oag.ca.gov/consumers/general/homeowner_assn
The complaint form from attorney general office:https://oag.ca.gov/sites/all/files/agweb/pdfs/contact/business_corpform.pdf
Corporation Code Violations
Corp. Code, Section 7510(b) Failure to hold a regular meeting of the members.
Corp. Code, Section 7511 Failure to provide notice of a meeting to members.
Corp. Code, Section 7511(a) Failure to provide timely notice of meeting to members.
Corp. Code, Section 7512 Transacting business not otherwise authorized in the bylaws at a meeting of members with less than a quorum.
Corp. Code, Sections 7513 Failure to provide members with properly conformed written ballot or proxy as authorized in bylaws.
Corp. Code, Section 7520 Failure of mutual benefit corporation to provide for reasonable means of nominating and electing persons as directors.
Corp. Code, Section 8215 Falsification of or tampering with association reports or records.
Corp. Code, Section 8320 Failure to keep books and records, minutes of proceedings, or list of members.
Corp. Code, Section 8330(1) Failure to allow inspection and copying of names and addresses of members upon written request.
Corp. Code, Section 8333 Failure to allow inspection of books and records. To submit a complaint, please do the following:
- Fill out and send the complaint form. Your complaint must state which of the Corporations Code section(s) in the table above that you think the HOA has violated.
- Please attach copies of supporting documents. Do not send original documents because we cannot return them to you.
- Please include a copy of your written request(s) to the HOA as well as the HOA response letter(s).
For more information, you can contact and learn more about the Bayside Concerned Homeowners Group.
baysidehomeowners@gmail.com
2 comments - Why are community members requesting to replace the Board of Directors?
Constance L. - March 1, 2021 at 9:01 pm
Thanks for verbalizing what we have all been thinking. I have lived here for over 20 years and never experienced this level of lack of accountability, lack of transparency, and rudeness (on the part of the board-selected manager), this is an absolute circus. Please vote for change everyone
Charles B. - March 1, 2021 at 9:04 pm
did everyone vote yet? Please don't wait, it will soon be too late