Post by Poor Richard on Dec 8, 2019 18:53:23 GMT -7
GLA Passes Broad Confidentiality Rule
On November 27th, 2019 the Glastonbury Landowner's Association (GLA) Board conducted an email vote. Normally email votes are reserved for matters of urgency that cannot be dealt with at a monthly board meeting. The matter under consideration was what information will be classified as "confidential" for the GLA Board of Directors only and what information would be available to landowners.
Confidentiality is a common issue for homeowner's associations (HOA). Normally employee records, bank account numbers, pending litigation and website passwords are considered confidential information. Transparency that fosters trust normally allows for most other documents to be available upon request to all property owners. Montana Non-Profit code MCA 35-2-906 summarizes what information must be provided to landowners. This includes meeting minutes, financial reports, Bylaws, Covenants, a membership list and Articles of Incorporation. All of these documents are available on the GLA website, with the exception of the GLA Membership List, which is available only by written request to the Board.
Confidentiality is a common issue for homeowner's associations (HOA). Normally employee records, bank account numbers, pending litigation and website passwords are considered confidential information. Transparency that fosters trust normally allows for most other documents to be available upon request to all property owners. Montana Non-Profit code MCA 35-2-906 summarizes what information must be provided to landowners. This includes meeting minutes, financial reports, Bylaws, Covenants, a membership list and Articles of Incorporation. All of these documents are available on the GLA website, with the exception of the GLA Membership List, which is available only by written request to the Board.
The GLA Board decided on the date of 11/27/19, that only the documents required to be released by Montana law, MCA 35-2-906, will be available to landowners. All other documents were classified as "confidential." The GLA Board stated:
"No Board member may disseminate or release to anyone outside of the GLA Board of Directors and Administrative Assistant through any means whatsoever – by audio or video recordings, orally, or in writing (e.g., via emails, letters, newsletters, websites, social media, etc.) any information learned by means of being a Board member other than that which is covered in Montana Code MCA 35-2-906, whether such information was learned before or after the date of this ruling, without the prior approval of the Board. Further, personal information not expressly listed in MCA 35-2-906 about Board members, employees, volunteers, contractors, and landowners is confidential and not to be released."
This broad classification of confidential information means that directors will be severly limited in discussing Association business with fellow members. For example:
- A landowner who wanted to know what happened at the last monthly meeting could not be told anything until the GLA Board minutes were approved and published. Then only what was in the official minutes could be relayed to him.
- If a landowner asked a director what company was contracted for snowplowing, no answer could be given. Contractor information is considered confidential.
- Many directors have years of Board experience. Under the new confidentiality rule they may not share any knowledge gained from previous Board experiences with landowners.
- If a director witnessed a crime being committed, he could not call outside authorities. He could only share that information with fellow directors.
The shareholders of the GLA nonprofit corporation would be deprived of timely and valuable information that could affect their property investment(s). The directors would be reduced to listeners, unable to share current and past knowledge gained as a board member with any or all shareholders by any means whatsoever.
The penalties for violating the Confidentiality Rule 2.01 are swift, severe, lack due process and cannot be appealed. The GLA Board is the only adjudicator and has the sole discretion to mete out punishment when and how it sees fit. Directors can be required to resign for even a first offense. The GLA Board states:
"Be it further stated that, in most cases, the first violation will receive a formal warning. The second violation, or any violation the Board judges to be particularly serious, is justification for removal from the Board. Should that occur, the Board will require the violator to resign and will, if necessary, convene a special meeting of members (pursuant to MCA 35-421) or seek judicial removal under MCA 35-2-423. In either case, the violator will be liable for all costs, expenses, and expenditures including, and without limitation, the complete legal costs incurred by the GLA in enforcing this ruling as a result of the member’s violation. No delay or failure by the GLA in enforcing this ruling will operate as a waiver."
A special meeting of members was used to forcefully remove Dan O'Connell from the GLA Board in the past. In the 2019 election several candidates won with less than 40 votes each. If a special meeting were convened, members could vote to have them removed from the GLA Board. Just one vote more than their winning total is needed.
The Confidentiality Ruling appears to violate US Constitutional norms of free speech by being both overly broad and restrictive. Although it is already safely ensconced, it may be repealed by the new 2020 GLA Board.
Download the GLA Board Confidentiality Rule 2.01 here.
