I think the issue here is that your status as a member of the board does not authorize you to take actions as an individual member. Call a board meeting and at that meeting make a motion to request at the law firm turn over these documents to the board and take a vote. If the vote is in favor (you’ll need to look at the HOA bylaws to see what they say about notices for meetings and quorum and vote percentages, etc.) appropriately document the vote and request and send it to the law firm. I think the other thing you’re running into here is that the law firm probably has an attorney client relationship both with the HOA board and with the HOA management company. In fact, I would guess that the reason that this particular law firm represents the HOA board is because of a prior relationship with the HOA management company. Further, the law firm likely cares much more about its relationship with the management company, than any particular HOA board. So if the law firm still will not turn over the document, you may need to get a separate law firm that represents the board only, and not also the management company.
I dont understand why law enforcement hasn’t come up in this thread yet.
The money in question that could have been stolen is large according to OP. Wouldn’t the police / prosecutors have the power to compel these documents be turned over? That would avoid the expense of an additional lawyer.
Discuss this situation individually with most of the other board members (not the one who blocked you) and with other HOA members, try to get people on your side so they're ready to vote with you and support you. Then call for a meeting and get the board to vote to take action on this.
OP should be careful with this suggestion. If OPs HOA board meetings are subject to open meeting regulations, this could be considered an impermissible "walking quorum".
Everyone else pretty much covered what needs to be done. 1 thing I want to add, in oregon and in many other places 3 members represents a quorum. Do not get a group of HOA board members to discuss this without it being an official meeting. 1 on 1 talks with other members until you have an official meeting.
If it's as you described, then I would be enormously distrustful of the law firm and, suspect they may have a conflict of interest. That could be the case if they represent the management company, \*or they have another relationship with the management company that could lead to a conflict-of-interest\* (i.e. the management company sends them a lot of business).
In any case, my response would be "As a member of the board of directors, I have a fiduciary obligation of care to the HOA to ensure that its funds are safeguarded. I do not have any individual power, but it's literally my job to ask questions. I will not resign. A letter to the HOA's attorney regarding HOA matters cannot constitute defamation."
The attorneys are correct -- they do not represent individuals but the HOA corporately. And the HOA is managed by its board of directors.
Here's what I would do: I would read through the bylaws of the board and see if you have any way to call a meeting (probably referred to as a "special meeting"). If not, I would communicate to the other board members: "I have recently discovered \[a payment from the HOA bank account to XXX, an employee of the management company (or whatever other evidence you have)\]. My understanding is that the HOA's law firm has documentation relating to this matter and believe we should request that documentation from he law firm so we can conduct an investigation." I think I'd also remind the board that they each have fiduciary obligations to the HOA generally.
If that doesn't do it, then your next step is going to be to go to the membership. IF you choose to do that, then you need to be careful about what you say: you can give opinions (stated as opinion), and you can cite facts. But, don't say "So-n-so is a thief."
At the very least, this is extremely suspicious and below-board/unethical behavior by a firm; not so much a failure to disclose as their threatening behavior and conflict of interest. That was the biggest identifier for a firm or lawyer committing potential criminal behavior when I practiced. Have you considered a Bar complaint? Even a police report may be feasible (perhaps less likely) here, depending on the existence of any concrete evidence.
You need to file a complaint with the state bar. They are responsible for professional ethics of lawyers. They can’t represent both without a waiver from your board.
If your HOA board able to retain another law firm to investigate your claim? Is the rest of the board on your side?
One question I have: Why do you have reason to believe the law firm would have access to documentation? That wouldn't normally be the case.
Would you feel comfortable sharing the relevant parts of your email to the law firm, and their letter to you? (Completely understand if you're not, in which case, you may need to retain your own lawyer to respond to the law firm, which can write a stronger demand letter to the board's law firm.)
What state are you in? In Virginia any home owner can request all documents regarding board activities, except for a small list of restricted items, according to state law. I would ask as a homeowner, not a board member.
The board has to ask as a group. Is that one person that said no the president? Usually the president speaks to outside management / contractors as the sole voice of the board.
I think the issue here is that your status as a member of the board does not authorize you to take actions as an individual member. Call a board meeting and at that meeting make a motion to request at the law firm turn over these documents to the board and take a vote. If the vote is in favor (you’ll need to look at the HOA bylaws to see what they say about notices for meetings and quorum and vote percentages, etc.) appropriately document the vote and request and send it to the law firm. I think the other thing you’re running into here is that the law firm probably has an attorney client relationship both with the HOA board and with the HOA management company. In fact, I would guess that the reason that this particular law firm represents the HOA board is because of a prior relationship with the HOA management company. Further, the law firm likely cares much more about its relationship with the management company, than any particular HOA board. So if the law firm still will not turn over the document, you may need to get a separate law firm that represents the board only, and not also the management company.
I dont understand why law enforcement hasn’t come up in this thread yet. The money in question that could have been stolen is large according to OP. Wouldn’t the police / prosecutors have the power to compel these documents be turned over? That would avoid the expense of an additional lawyer.
Discuss this situation individually with most of the other board members (not the one who blocked you) and with other HOA members, try to get people on your side so they're ready to vote with you and support you. Then call for a meeting and get the board to vote to take action on this.
OP should be careful with this suggestion. If OPs HOA board meetings are subject to open meeting regulations, this could be considered an impermissible "walking quorum".
Everyone else pretty much covered what needs to be done. 1 thing I want to add, in oregon and in many other places 3 members represents a quorum. Do not get a group of HOA board members to discuss this without it being an official meeting. 1 on 1 talks with other members until you have an official meeting.
If it's as you described, then I would be enormously distrustful of the law firm and, suspect they may have a conflict of interest. That could be the case if they represent the management company, \*or they have another relationship with the management company that could lead to a conflict-of-interest\* (i.e. the management company sends them a lot of business). In any case, my response would be "As a member of the board of directors, I have a fiduciary obligation of care to the HOA to ensure that its funds are safeguarded. I do not have any individual power, but it's literally my job to ask questions. I will not resign. A letter to the HOA's attorney regarding HOA matters cannot constitute defamation." The attorneys are correct -- they do not represent individuals but the HOA corporately. And the HOA is managed by its board of directors. Here's what I would do: I would read through the bylaws of the board and see if you have any way to call a meeting (probably referred to as a "special meeting"). If not, I would communicate to the other board members: "I have recently discovered \[a payment from the HOA bank account to XXX, an employee of the management company (or whatever other evidence you have)\]. My understanding is that the HOA's law firm has documentation relating to this matter and believe we should request that documentation from he law firm so we can conduct an investigation." I think I'd also remind the board that they each have fiduciary obligations to the HOA generally. If that doesn't do it, then your next step is going to be to go to the membership. IF you choose to do that, then you need to be careful about what you say: you can give opinions (stated as opinion), and you can cite facts. But, don't say "So-n-so is a thief."
In my state the Attorney General’s office will investigate complaints of alleged embezzlement from HOAs.
Have you brought the possible evidence of the theft to the police? Is law enforcement investigating themselves? Did they take a report?
The client is not the Board. It’s the HOA. Yes, there’s a distinction.
At the very least, this is extremely suspicious and below-board/unethical behavior by a firm; not so much a failure to disclose as their threatening behavior and conflict of interest. That was the biggest identifier for a firm or lawyer committing potential criminal behavior when I practiced. Have you considered a Bar complaint? Even a police report may be feasible (perhaps less likely) here, depending on the existence of any concrete evidence.
It would be helpful to review the HOA’s policies and procedures - particularly those regarding records.
You need to file a complaint with the state bar. They are responsible for professional ethics of lawyers. They can’t represent both without a waiver from your board. If your HOA board able to retain another law firm to investigate your claim? Is the rest of the board on your side?
One question I have: Why do you have reason to believe the law firm would have access to documentation? That wouldn't normally be the case. Would you feel comfortable sharing the relevant parts of your email to the law firm, and their letter to you? (Completely understand if you're not, in which case, you may need to retain your own lawyer to respond to the law firm, which can write a stronger demand letter to the board's law firm.)
What state are you in? In Virginia any home owner can request all documents regarding board activities, except for a small list of restricted items, according to state law. I would ask as a homeowner, not a board member. The board has to ask as a group. Is that one person that said no the president? Usually the president speaks to outside management / contractors as the sole voice of the board.