The following is an email thread from one disgruntled owner who submitted her comments in an email to Mr Mangen.
The problem with her analysis of the statutes and regulations that she is questioning is that she is using the wrong references. Our governing documents include our Declaration, Articles of Incorporation and our Bylaws. Each of these is titled specifically with Sussex Square Condominium Council, Inc on them indicating they are specific to our community.
The disgruntled unit owner does not reference these documents in all the questions below but instead ventures outside those documents for answers. This is legal interpretation error. One must first look for the answers to questions of procedure / responsibility in the specific governing documents before going outside to other references.
There is much to learn about how to interpret these documents and as noted in my response I’d be happy to give a short class on it. Once the steps are understood, it becomes easy to interpret any piece of legislation, legal document, contract or even the bible as the steps are the same for all levels of governance.
At some point in the future I’ll return to this post and add the proper response to each allegation made by the disgruntled unit owner, but for now realize that what she is alleging is not proper legal interpretation because she either doesn’t reference our governing documents or she does not properly interpret our the appropriate sections of our governing documents. If you have any further questions, please ask them in a comment so that these issues can be discussed and resolved in open forum format.
The following is my response through Mr. Mangen. Hopefully he forwarded my response, but I have no idea if he did or not. Mr. Mangen also needs to understand this process as he himself has not interpreted his own contract correctly.
Alan,
Please read the following and take note yourself. Then please respond with the following to “the disgruntled unit owner” eliminating the email addresses of those on the Board who wish to remain private at this point:
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These conversations with the BOD through resident requests and emails addressing accusations of board performance or board members specifically are considered a closed meeting because it is not in open meeting format. Your issues need to be addressed in the proper open meeting format. We will in the future provide many different opportunities of open forum other than just the meetings.
Neither I nor the new board wants to dwell on the past board’s performance. The board members all operated to the best of their ability and in what they considered to be the best interest of the community.
We have nothing to gain by focusing on the past. The new board is excited and ready to move forward and that’s what we will do.
I have already shown all the pertinent paragraphs in the bylaws to the other members of the board and they had no trouble interpreting them, thereby agreeing with my statements.
It appears by your statements, however, that there is some confusion on your part in what the bylaws you included are actually stating, because your answers were right there.
I recognize that many residents are not familiar with legal definitions and the process of breaking down legal statutes or contract terms to gain the full understanding and intent of the original authors.
Rather than me spending the extreme amount of time necessary to teach you alone how to interpret bylaws, statutes, and contract terms & conditions, I think the better approach is to allow others in the community to also learn from your questions and I’d rather set up a short class to show how to best decipher the legal jargon using the same methods that judges use. Perhaps you’d like to set that up and encourage others to attend.
In the mean time here are just a few explanations that may help going forward:
First you are correct that Alan / ACM’s accounting department is authorized to handle our money. This was never in question.
However this authorization does not come from the state statutes, it comes from the contract with ACM signed and dated 2016.
This is the basic principle of contract law. The statutes only give a broad governance as to what the contract may or may not include, but how ACM operates with us is governed in that contract.
In that signed and agreed upon ACM contract from 2016, it specifically states in multiple places that funds cannot be expended without BOD approval.
Contract law does not operate off of assumptions.
Nowhere does that contract say the CPA is authorized to expend our money, and nowhere does it state our President can approve the disbursement of funds.
We do not have any signed contract with any CPA that I can find on the portal.
If you disagree, please show me in ACM’s contract where I’m wrong as I have already proven through many emails which included other new board members, that all expenses must be approved by the Board of Directors.
Looking at the role of the treasurer, about midway in the paragraph it states “…He shall disburse the funds…”. Starting with that phrase, one first looks at what the legal definition of disburse is.
Blacks Law Dictionary one of the dictionaries used in common law and upon which our whole legal / judicial system is based, defines disburse as “a term that means to pay out or to expend”.
This is the role of any treasurer on any corporate board of directors. It is not new or different for Sussex Square.
Many times a Board of Directors hires a third party accounting department to send the actual checks as Alan indicated in the meeting.
But according to this phrase in our Bylaws, the money is not to be disbursed without the treasurer authorizing it. Nowhere does our Bylaws allow for the President to authorize disbursements.
Authorization in any transaction legally requires a signature. You sign your checks don’t you? And you would not be very happy if I signed your checks especially if I also happened to address those checks to myself or my friend, would you?
A director on the board is expected to vote on the issues and the expenses brought before the Council.
This is specified in at least 2 different paragraphs of our governing documents, including the Articles of Incorporation Section V where it states “The affairs of the Corporation shall be governed by a Board of Directors…”, and again in Article IV Section 1 where it states “the affairs of the Council shall be governed by a Board of Directors…”
This means that each director must be able to vote in order be able to participate in “govern[ing] the affairs” of the Council or of the Corporation.
In the Bylaws Article III Section 9 states “no owner shall be entitled to vote if:…”. Let’s look at this part first.
Is a director on the Board of Directors an owner? The answer is yes, and that’s specified in the Bylaws Article IV Section 1 “The affairs of the Council shall be governed by a Board of Directors composed of 5 persons who must be owners...” So Article III Section 9 applies to every director because each director is an owner.
Continuing with Section 9 in Article III we started with no owner shall be entitled to vote if: (a) (we both agree on (a)). And “(b) the Council has recorded a statement of lien for unpaid assessments…” The question is what does this mean?
In the Bylaws Article VI we find definitions regarding assessments. In Section 4 we learn about non-payment of assessments. Section 4 states “Any payment or installment … which is not paid on the date when due shall be delinquent, and shall … become a continuing lien upon the unit…”. This means the lien when it is recorded with the State will have the date it became delinquent as the recording date.
In addition, the Declaration Article VIII states “Until paid, all sums assessed by the Council for common expenses … shall constitute a lien on the unit assessed.” This means that every month that your assessments become due a lien is considered placed on your unit until you pay the amount due.
So it is in 2 places in our governing documents.
Plus I have emails where in prior years, Alan makes the same statement that to be on the board one must be paid up on their assessments. Interesting that this year he is silent on this requirement.
The State statutes allow for a 90 day grace period.
Many other associations in AACO and Maryland in general only allow for 30 days. Meaning, after delinquency of only 30 days, the director is removed from the Board.
To be on the governing body (Board of Directors) and be in arrears would also violate the Board’s fiduciary duty to the Council. The board cannot give itself the preferential privilege of not being required to pay the dues while yet enforcing the other members of the Council to pay. Each director of the Board must abide by the single most basic requirement of being a member of the community and that is paying of assessments on time.
To be on the Board, the director must be able to vote in order to be able to be a part of the decision making process (governing) that a Board of Directors is required to follow.
Any decision made by the BOD can be legally disputed. If any dispute occurs and one of the directors was not entitled to vote (i.e. did not meet the above qualifications to vote) the decision can be legally deemed invalid. Without following these Bylaws the individuals on the Board set the Council up for unnecessary legal liability. Hopefully none of the decisions from 2023 will be challenged. We have 3 years to suffer it out.
That’s enough for now, it takes far too much of my time to teach you how to interpret the bylaws, by writing it all out.
As I stated before (sometime in 2023) there is a FREE class that is offered and is sanctioned by the State of Maryland that you can take and that I have already taken. Here is the link again.
I think the rest of the doggie stations could be emptied. Also the there is usually trash around the dumpster areas that could be cleaned up. Some of the curbs are falling away and could be put in the dumpsters. And your buddy Steve can tell you how to clean the landscaping ties without a pressure washer. The graffiti could be removed from the utility boxes on the property especially at the corner of Old Mill Rd and Brandon.
Completion of any one of these tasks would be a great benefit to our community.
Are you sure you wouldn’t rather spend your time improving our community and being a part of the solution rather than constantly badgering me and the new board taking away our time from what we need to do to move forward?
Perhaps you could be neighborly and get on board with the rest of the community who do want to move forward.
How about that – move forward and improve our neighborhood.
Thank you for your interest in learning how to interpret the bylaws.
———- Forwarded message REDACTED——— From: Disgruntled Unit Owner <email redacted> Date: Fri, Apr 12, 2024 at 5:58 AM Subject: Complaint To: Alan Mangen <amangen@acmhome.com>
Hi Alan, can you please forward my email complaint below to the new board? It’s simply too much to post on the portal. Thanks, DUO
If you are actually innocent, then you should have no problem proving this to me and your new board. Failure to respond and defend yourself to my allegations proves you are guilty of them since you can’t defend yourself against them.
You made some biiiiiiiig claims at this week’s meeting, none of which are rooted in any facts or bylaws at all. Prove to your new board that you aren’t lying, because I`m going to prove that you are so that they see what they just signed up for. That way they might understand a little bit better the ABSOLUTE HELL you put me, Dawn, Rachelle, Steve, Barb and Katrina through, and so that they see what’s in store for them the second they disagree with you or try to prove you wrong.
Maybe after seeing this email, our new board members will want me to rejoin the board to keep you in check, since you clearly lied your ass off at the meeting.
I await your response, but I do not expect any of your reasoning to actually hold up. This is a great opportunity for the new board to see how you handle someone who points out your hypocrisy and lies to your face.
DUO
Approving Minutes – You are supposed to read and approve them at the beginning of a meeting, which you should know because you made a big deal about it at a previous meeting. You don’t even follow the rules that you harass others about.
Slandering Dawn – The only qualification you need to be on the board is to own a house in the community. YOU DO NOT HAVE TO BE CURRENT ON DUES, WHICH IS SOMETHING YOU REPEATEDLY HARRASSED DAWN ABOUT, CLAIMED SHE WAS ILLEGITIMATE, AND LIED ABOUT IN THE MEETING YET AGAIN LAST NIGHT.
Treasurer Role – The role of the treasurer DOES NOT STATE THAT THE TREASURER SIGNS OFF ON ANYTHING AT ALL, AND ANYTHING THEY DO IS AT THE DISCRESION OF THE BOARD OR PRESIDENT. STOP LYING TO PEOPLE.
President – It doesn’t even say in our bylaws that the president needs to sign off on any money at all. You only used that in the past to harass Dawn, and you are going to ignore it in the future because it gets in your way of doing things.
Alan is Authorized to Handle Our Money – The MD Condo Act states that the council may delegate any of their powers to a board of directors, and one of those powers is to transact business, to make contracts, and to invest our funds. The contract we have with ACM also states that same things. YOU ARE LYING AGAIN WHEN YOU SAY THAT ALAN CAN’T SPEND OUR MONEY, WE SPECIFICALLY GAVE HIM THAT RESPONSIBILITY, AND IT SAYS NOWHERE IN THE BYLAWS OR CONDO ACT THAT ANYONE NEEDS TO SIGN OFF PERIOD.
Additionally, per OUR OWN CONTRACT WITH ACM they do have the power to pay for things on our behalf.
Budget – And that budget you were talking about when you implied the board is overcharging everyone? I did the math per unit and for the entire community. The difference is at most $0.64 per unit, a maximum difference of $13.00 total per month, and the total difference to our bottom line is $0.13 per month. Dawn and Kathleen voted in the emails to let it go, but yet you had to send 6 emails arguing this one thing that ultimately doesn’t matter and no one cares about except you. I can also send the emails to the new board to they can all see your underhanded tactics for themselves. While I’m at it, I might also pass along ALL the emails you sent about 8417 (for those of you that don’t know, 8417 hoarded over 50 cats and Nelda prevented the board from getting anything done at all about it).
Signs – no signs like I have told you 3+ times by now. Maybe you should bother to read our bylaws when people point out that you’re doing things wrong instead of telling them to do it themselves. A good board president would have looked into this by now instead of sticking her fingers in her ears and ignoring me. And before you start, our regular meetings are not promotional or marking related but I`m sure you will try to twist the bylaws here. All signs need to be consented to by the entire board of directors, and you have willfully been violating this for years now.
Closed Meetings – I’ve copied and pasted my email last night below with your requested documentation. You know full well where to find this information since you’ve likely sent us dozens of emails accusing us on having closed meetings, and you supposedly took the course I did on the Open Meetings Act manual.
I hope you haven’t been having and closed meetings lately. By having yourself and Kathleen looking at 581 together, that could be construed as a closed meeting of the board of directors.
And I really, really hope I didn’t see you sitting on the couch in Harry’s house with Thanh while I was walking my dog just now. Even if it was just Thanh and Harry, that’s at least half the board and therefore was a closed meeting. That would definitely be a blatant violation of the MD Condo Act and our Bylaws, as you have claimed the previous board did. Should I inform the community that it looks like you’re shutting them out of decisions being made on their behalf? That wouldn’t put the beginning of your presidency off to a good start would it?
I should also remind you that you can’t vote on anything outside of a meeting without unanimous written board consent per our bylaws, because that would be another closed meeting allegation. Email is out because Harry doesn’t have email. I guess you could put it on paper, but then Kathleen would need to take time out of her day to physically show up and sign it. That leaves you with the option of scheduling more open meetings, which you are well within your rights to do, and I would be well within my rights to show up to those meetings.
Open Meetings Act Manual, Chapter 1 Part B – (Images didn’t transfer)
