Legal Update: Board's refusal to adhere to by-laws results in legal action
Lest we forget, December 15 is one of the many dates this “Board” had scheduled for our Annual Meeting and Board election. As a reminder, these are the dates of the Annual Meeting and Board elections that have come and gone with neither an Annual Meeting, nor an election:
April 15, 2020 (excuse given: COVID)
April 21, 2021 (excuse given: COVID)
April 20, 2022 (excuse given: COVID)
September 29, 2022 (excuse given: need more time to hold candidate forums and give notice)
October 30, 2022 (excuse given: Board-issued ballots contained defects)
November 15, 2022 (excuse given: the Association is involved in litigation with Rogal Management)
December 15, 2022 (excuse given: None)
The evidence is clear: This “Board” is uninterested in being accountable to the members. Instead of explaining why we are being denied, once again, the chance to elect the people who will represent the membership, a meeting has been called by yet another Property Management company to introduce themselves to the owners. This will be the fourth property manager to be operating at Brookside in less than two years.
This raises, once again, more questions about the judgment of this “Board”. Specifically, what are the qualifications of this new Property Management? How were they retained? Was this a competitively bid contract? If so, what other companies were considered? Where is the Request for Proposals? Where are the submitted proposals? Who evaluated the proposals? What were the selection guidelines? Why was this process conducted without any input from the membership? Most importantly, why does this “Board” continue to operate outside the bounds of our by-laws which require that
“The Corporation (Board of Directors) shall not employ any new Management Agency without thirty (30) day prior written notice to the Corporation members (owners)." [Art. V, Sec. 3]
It would appear that the by-laws and the Maryland Condominium Act (MCA) are unimportant to this “Board”, which was served 197 signed Petitions on October 13, 2022. Those petitions cited another part of our by-laws which state that
“The entire Board of Directors shall resign within 30 days upon receipt of a petition representing 35% of the total votes eligible to be cast of the total membership, eligible to cast votes, requesting this action and a Special Meeting will be duly called coinciding with the resignations to elect a new Board.” [Art V, Sec. 6]
And yet, they are still here.
Unit owners have filed several complaints with the Office of the Attorney General. Now we are moving forward with litigation. We have filed a lawsuit in the Circuit Court for Prince George’s County, and we are asking the Court to enjoin the “Board” from expending any Brookside funds beyond day-to-day management of the Association, to find that the Petitions for Removal were legitimate and require the resignation of any individuals holding themselves out as Board Members, and in the event of a refusal to resign, enter an Order vacating such Board and Officer positions; and to Order an immediate election to be held for Board Members and Officers, consistent with the MCA and the governing documents of the Association, under the supervision of a disinterested third party; and to set aside as illegal and unenforceable any contracts entered into on behalf of the Association by the Brookside Trustees since the submission of the Petitions.
This is not the path we wanted. We have waited for an election for almost four years. We are not waiting any longer. This “Board” is operating with no accountability to the members it supposedly represents. It churns through law firms to find lawyers to support its positions.
This “Board” is managing by chaos. There is no transparency. There are no records or minutes of any decision affecting the community. This “Board” has abdicated fiduciary responsibility, has shared no financial data for the past two years, and has been operating with no mandate from the membership.
We will continue to update you on this litigation as it develops.
We look forward to having our election.
We look forward to having a Board that is accountable to the owners it represents.
/s/Henry Balagtas
/s/Heath Bourne
/s/Robert Haddad