A property manager cannot campaign to oust a board of directors
Los Angles Times
07 August 2016
Our new board of directors, which we worked hard to get
elected, finally fired our very bad property manager. Before the
manager left his position he tried to remove the newly elected board
and get his old director buddies back on the board.
The former manager wrote a petition to remove the entire new board. He
used our association’s copy machine to make copies and faxed the
petition from our association’s office to select owners. To get the
necessary 5% signatures to start the removal process, he used our
roster of titleholder names and telephone numbers to call owners
instructing them to sign the petition. He specifically targeted the
off-site owners telling them what I think were lies in order to obtain
The majority of homeowners objected to his phoning them and to the
petition to remove the newly elected board because it was not written
and distributed by owners. Our association attorney said “the petition
is still valid because the corporations code does not specifically
state that a manager can’t initiate, write, or distribute a petition to
remove the board.” Is our attorney correct?
Just because the corporations code “does not specifically state
that a manager can’t initiate, write, or distribute a petition to
remove the board” does not mean those actions could hold up in court.
The lone fact that a petition originates from a non-property owner may
not by itself negate its validity, but the totality of the
circumstances as described could do so.
The former manager’s actions included the unauthorized use of
association resources and materials for “campaign purposes.” Even if
the former manager were still employed by the association at the time
of these actions, Civil Code section 5135 expressly prohibits the use
of association funds for campaign purposes in connection with any
association board election. That section defines “campaign purposes” as
“advocating the election or defeat of any candidate that is on the
association election ballot.”
Moreover, a former employee who uses his or her former employer’s
resources without that employer's consent is stealing. Because those
resources belong to the association, it has a cause of action against
this former manager, and anyone aiding and abetting him, for
reimbursement of expenses incurred in his improper endeavor—and any
The allegation that the manager told lies to titleholders for the
purpose of influencing votes is even more troubling. It raises the
question of whether he may have interfered in prior elections.
A manager, especially a former manager, lacks the requisite vested
interest in the association to be able to participate in its
governance. Accordingly, a manager who takes actions beyond the scope
of his or her employment, let alone for an improper purpose, may be
interfering with the association’s business.
The petition should be invalidated by the present board and if an
election did in fact take place, owners should challenge it.
An attorney specializing in business transactions and breach by
fiduciaries will be able to discuss several legal remedies the
association can utilize against this former manager and any former
directors who acted in concert.
Zachary Levine, a partner at Wolk & Levine, a business and
intellectual property law firm, co-wrote this column. Vanitzian is an
arbitrator and mediator.
The headline should read:
A property manager cannot should not campaign to oust a board of directors
Management companies getting involved in condo elections and
requisitions is not unheard of in Ontario. Keeping the contract is a
big incentive for them to do so, and so far, there are no penalities for doing