One-on-One with Adam Clarkson, Esq. — Real Talk on HOA Legal Risk & Decision-Making

Join us for an exclusive one-on-one conversation with Adam Clarkson, Esq., as we dig into the real-world legal challenges facing community associations today. This is not a panel—this is a focused, direct discussion designed to unpack how attorneys actually think when boards and managers are making tough calls.

We’ll explore where legal risk truly begins (and where it’s often misunderstood), how boards unintentionally create exposure, and what managers should and should not be doing when legal issues start to surface. Adam will also share practical insights on communication with counsel, navigating gray areas, and how to avoid turning small issues into expensive problems.

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CEU On-Demand: Available all day on Jun 11, 2026 12:00 AM EDT at:
https://attendee.gotowebinar.com/register/4407727066592917078

YouTube (available now): https://youtu.be/R2Is4pkyR4A
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This session will also include an open Q&A, where viewers are encouraged to ask anything—real scenarios, gray-area questions, or situations you’re currently dealing with. Nothing is off limits, and the goal is to give you direct, practical insight you can actually use.

Whether you're a manager, board member, or industry professional, this session will give you a clearer understanding of how legal strategy intersects with day-to-day operations—and how to make better decisions before issues escalate.

Adam Clarkson, Esq. • Clarkson McAlonis & O’Connor, P.C. • aclarkson@cmolawpc.com • www.cmolawpc.com

Key Discussion Points:

- Where associations unknowingly create legal risk
- The biggest mistakes boards make when handling disputes
- When to involve legal counsel—and when not to
- How managers can protect themselves professionally
- Real-world scenarios and how they should be handled

This content does not constitute professional advice.

Transcript

SPEAKER_02 0:00

Hi everybody, Ray Dickey from South Carolina, Hudson Valley, CAI and Association Help Now. Thank you so much for being here. If you are live and you need CEUs, use your question feature and just put in CEUs and I'll make sure that you get them. If you are watching the recorded version, it's important that if you need CEUs, it's important that you be on the go-to webinar system, right? Because you need to use that question feature a couple times throughout the recorded program to let me know you're there. I need that for the state educational agencies. So read that description, make sure you understand it, because if you don't do that, I'm not going to be able to give you your CUs. It's not complicated. All you need to do is write CEU a couple of times in your question feature. But if you're here for the live version, which is on April 23rd, you don't need to do that. You're good to go. I love comments and I love questions. Adam loves comments. Annie loves questions. You can compliment Adam if you want. Whatever you want to do. He doesn't really like criticism. But if you send it to me, I'll pass it along because I think it'd be funny. Um please participate. He's here to answer questions for you. We're not set into any set program for today. Adam, we are gonna get to the HOA fees about to be taxed, but before I do that, I'm always rushing you because I'm always rushing the attorneys on our program. So Adam, who is Adam Clarkson?

SPEAKER_01 1:36

Well, uh for the purposes of uh CAI and our CIC, I'm uh the founding shareholder of Clarkson, Macalonis, and O'Connor. We are a community association uh boutique. We just do community association law. We do general counsel, collections on a deferred fee basis, and contingent fee construction defect, meaning that we also don't do that on an hourly basis either. I've been doing that for 20 years. Uh been doing that since I started. I was recruited out of law school at the University of South Carolina, recruited to Las Vegas, Nevada, where I started my career. I came back and opened up shop back in South Carolina about four years ago because I want to be back close to family and friends. I continue to maintain an office and staff in Nevada as well. So we're both in Nevada and South Carolina. Uh I have been on a the board of directors in Nevada. I've been spent about 10 years on their CII Chatter Board of Directors. I just started a year, my first year as a South Carolina Chapter Board of Directors. Uh I'm a couple years into being on the Legislative Action Committee for South Carolina, where I serve as your vice chair. Uh I've been serving on the Nevada Legislative Action Committee for about seven or eight years, uh, where I've served many years as the chair and through many sessions. And uh I've helped write the community association practice guide for attorneys in the state of Nevada. Uh, and again, I'm also very active here in South Carolina. We represent a large contingency of homeowner associations throughout the state, uh particularly in the low country and the upstate, uh, because our office is located in Mount Pleasant. And of course, I'm from upstate South Carolina, which is where I was born and raised up in Spartanburg. So uh yeah, that's a little bit longer version than what I usually give in our usual presentation.

SPEAKER_02 3:25

So you're very well known in the industry on the national level, and I'm glad that you communicated all that. Before we go to the questions, we're gonna go to them in under 60 seconds. Tell me one personal thing about you. Do you like pets or do you hate animals? Tell us, share with us one personal thing. Do you have a hobby? Give us something.

SPEAKER_01 3:47

Uh, I love dogs, and uh also I'm coming up on my uh first one-year anniversary, uh, just in a couple months. I just got married last year uh to my wife. She's from uh Mount Pleasant, South Carolina. And uh yeah, so there's there's two personal things. You ask about pets and then also the very very uh personal thing. And also uh Ray missed the wedding. Uh he didn't even respond to the RSVP, you know. It was just I was hurt, but you know, he told me he was super busy, he had some podcasts he had to do.

SPEAKER_02 4:18

So supposedly Adam said my invitation got lost in the mail. I'm sure it was quite a quite an extravaganza, probably like something like a king would have. There was probably like a billion, a billion people there, all the shakers and makers of the HOA law industry were probably there. Um, and Adam, I'm still available for marriage advice. I mean, I have been married for 34 years. So you hit a rocky road. You want me to sit down with you and your lovely wife? I'd be glad to help you guys out and give you my wisdom. Or maybe fly me, you know, I fly me to South Carolina. Fly me to South Carolina. Okay, that being said, I got a lot of great questions, by the way, and the audience has already sent in some good ones. I sent out this topic entitled Are HOA fees about to be taxed? People are like freaking out about this. So what they are, they're like in a they're like in a panic, and it's and it's even complicated. I don't can you first like explain what they're proposing and then just go from there.

SPEAKER_01 5:22

Well, you know, and I'll explain it because I and I was telling you, Ray, because I said I told you in advance, you said maybe we'll be covering this for the whole presentation. I said, look, this isn't gonna take the whole presentation, this is gonna be a lot shorter issue. Um, so what happened? We recently had a revenue ruling that came out, and the rever revenue ruling was and it's a it's an advanced letter. Um, it's not final, it's intended, it's from the Department of Revenue explaining how they're gonna handle taxes. And the letter was intended to explain a change in how the tax process is gonna work for community associations uh with respect to the change in the amusement fee uh and the amusement fee exemptions. Now, the amusement fees, uh in case you know some of your associations, you may already have this in place already. Uh so around I think it was 2006-2008, the Department of Revenue sent out a similar letter. And that letter explained the amusement fee that was going to apply to assessments for the allocation of fees that are associated with access to a place of amusement, specifically meaning where you had a third-party for-profit, like golf course and country club that your community that you were linked to as part of your uh association, and that was part of your association due. So you had an assessment, and part of that assessment went to pay for that your access to that golf course. But that golf course was not owned by the association. That clubhouse was not owned by the association, it's actually a third-party for-profit amenity. That part, because that is a place of amusement, uh, was something that was being taxed separately. So a lot of your associations, you've been doing this since around 2006-2008. It's already a tax that you've been paying. You've been paying for those. It comes out of and that allocation, and they explain how the allocation works in the letter. Uh, I won't get into that because it's math, and math isn't my thing. But explains the allocation of how that breaks down in that original letter. Now, recently there's been a change from that they have exempted golf courses from the amusement uh tax. So uh places of amusement now no longer include golf courses. As a result, they are they have issued this new letter that explains that there's that the golf courses no longer are going to be included and explains the allocation. Now, unfortunately, and I think probably just because of a clerical error, or really, I you know, really, if you read it closely, and I I court I consulted with a couple of uh CPAs on this as well, and they agreed. Um, their position is this really hasn't changed anything other than just taking out the golf course portion of what's been happening. But unfortunately, the way the letter is written, it could lead a lot of people to believe that they are attempting to tax your pools and clubhouses and tennis courts that you own. Um, and it wasn't the letter just didn't carve that out. The first letter that they wrote about 20 years ago did a really good job of sort of spelling that out. This new letter kind of was referencing that old letter, so I think they kind of felt like it was indicating those past issues and they're working off of it and thought that they were more obvious than they were. Uh, but uh you know at the end of the day, we believe, or at least I believe, and the CPAs I've consulted with believe that it was not their intention to indicate that that your that your pools and your tennis courts and your clubhouses that the association owns, that you own by virtue of owning a home in a community association and that you're maintaining through your assessments, that those are intended to be taxed. It's just that they're conveying that look, if you have access to some third-party amenity, which I don't think there's a lot of associations that have this. I think most associations either you've got that golf course affiliated component or you don't. Um, but there are, I mean, there are associations out there that they have there's they have just a club, and it's just you know, they have a a certain special membership club that's a third-party for-profit entity. And in that situation, that's not something you own, and then you could be paying for that as part of your dues if if your dues to go through to pay that, if you have an assessment and that part of your assessment goes towards that. I, you know, I don't personally have any of those clients in South Carolina right now. I don't know of any in South Carolina right now. I'm sure that's not to say there aren't any. There probably may be some sort of formation like that uh somewhere in some of the coastal cities. Uh, I wouldn't be surprised to see something like that. But again, it's not something that's super common. It's it's pretty rare. You see it uh a little bit more in a lot a lot of the larger cities have some of these. Um, and maybe they might be just anticipating some of the growth uh because they may not actually be seeing taxes on that. But again, as a result, and the way it was drafted, uh a lot of people saw it and were alarmed. They said, Oh my gosh, you're got you guys are saying you're gonna tax the pools and the tennis courts and the clubhouses. That's what our assessments are for, but we already own those. Now, the key thing with that, by the way, to keep in mind is their part, they say the part in the letter itself, it says the amounts that are paid for accessing the place of amusement. And that's not what your assessments are going to. If you own those pools, you own those tennis courts, you own those clubhouses, you already own them. So your allocation of assessment has nothing to do with access, it's only maintenance, which means that this letter shouldn't apply to you, even as written. Um, but you know, nevertheless, that has learned folks. But if you go and look at the chapter where this let where this is from, places of amusement actually have to be licensed as places of amusement to be subject to the tax. So your associations aren't licensing the pools and the tennis courts and the clubhouses that you own as places of amusement where you're gonna let third parties in because these are places you own and you're accessing. Now, if you are and you're one of those very few rare associations that have that, and you're giving and you're licensed to place amusement, and you're charging folks, and that that would go for that third party charge if it's a separate third-party entity. But uh realistically, very few are gonna have to face this and uh CAI lack. So legislative action committee, uh, we've already sent in a request letter to speak with them, and that there was an opportunity for public comment. We've submitted that letter, we've asked for a conference with them. We anticipate that that will be set up sometime in the near future. And I expect that they could probably, I mean, quite frankly, they could clean this up with one or two sentences added to that letter, just clarifying exactly what I said here uh for everyone. And I'm sure that's probably what they intended, at least we hope. Um, if not, then of course it will then it will be time for more panic if that's not the case. But anticipate that this is going to resolve uh quickly and quietly.

SPEAKER_02 12:13

All right, so it's completely confusing. Everything definitely I read it and I didn't get that out of it. I obviously you're right. I'm not saying you're wrong, but I'm just saying anybody that I there's a lot of people that are professionals out there that are also upset about this because I don't think they really understand it. And I think that's what's happening here. Chat GPT, even chat GBT didn't understand it. I dumped it into Chat GPT to summarize it for me. I know how much you hate chat GPT and when I use it, but even ChatGPT said that this is theoretically, you know, something that is going to be fundamentally changing how homeowner association fees are treated um to a 5% emissions tax. But I guess it's it's pretty simple. Like you said, it has to be an outside entity who owns it. And they basically told golf courses, I don't know how that happened. I guess the golf course lobbying firm did a good job and they're like exempt from it. So there's not, like you said, there's not very much left, right?

SPEAKER_01 13:16

Yeah, I mean, it was a the golf courses were added as an exemption to the amusement tax statute. There's a number of exemptions under the statute. Um, but I mean, we're really talking about places where people are going and paying costs to enter an amenity. You know, if you went to Frankie's Fun Park and you pay for your mission fee, there's an admission tax that's paid, that's calling that for place of amusement. And if you had a place, a third-party place of amusement that was linked to your assessments, which most associations don't, um, then then that would apply. And yeah, and you're, you know what, you're right, Ray. I mean, my interpretation, it's it's it's entirely prop possible that we go in and we meet with them and they say, no, we want to take a hard line on this, we want to try to tax these associations. And we we think this is a great idea. And if they do that, then they're gonna run to another more difficult problem because now they're in into a multi-layered, multi-tier taxation on things that people already own. Because associate, because when you bought your property and you pay your property tax, you're paying for these things already. So now they're taxing it again. And the level of tax, layers of taxes, it would just uh I don't think it would withstand a challenge. I I would be really surprised. But again, that's what I'm saying. I I I really I am and again, I'm maybe I'm being overly optimistic here, but uh, I think you know, best case scenario, they go back, they take a look at it and say, hey, you know, we get it. We wrote this for CPAs. The CPAs were all on board, they got it, but we understand how if someone puts it into chat GPT and they get a response that you know, chat BG GPT would kick out, which is like basically what a child would kick out, then yeah, they're not gonna get it. But I mean, chat GPT is the worst place to get medical or legal advice. That's you don't go to that. It even said I think they've even got a disclaimer says, Don't come here for these things.

SPEAKER_02 15:03

Of course it does, but you're gonna see me do more and more live streams about what chat GPT says because that's what's gonna be needed. Seriously, because everyone's using it. Okay, let me hold on a second. I got a couple questions here.

SPEAKER_01 15:14

But Ray, if we chat with Jack GPT right now, you and I are probably both dying very rapidly, according to Chat.

SPEAKER_02 15:20

Luckily, I don't think when AI takes over the entire world, it's not gonna matter to me, I don't think. So, but it'll probably matter to you. All right, what about restaurants? Like a lot of associations subsidize restaurants. I they're they're definitely out there. Are they considered a place of amusement? People pay for that as part of their their dues, is to subsidize the restaurant so they can have a restaurant. Many times it's on the golf course, it's maybe not part of the golf course, but it's a building that's near the golf course.

SPEAKER_01 15:51

See, and well, so that's again, that's gonna be a good that's a good question. And I think that's gonna go down to does this association own a restaurant? So if you're in a, let's say, and I don't think this isn't caught, this isn't confidential. So, like if let's say you're in a Sun City product, uh, Sun Cities are all over the country, um, and most of them own a restaurant, most of them have a restaurant within the community, it's part of what the association owns. The members basically own that restaurant uh that's in the clubhouse. Um, that would be that's not a third-party restaurant. That's something that the membership owns. So the fact that they're maintaining it, the fact that they're subsidizing it, um, that is something that should not be taxed under this, because from from the perspective of at least what I've again, like what I've spoken with the CPAs and from the legal perspective of our initial look and reviewing the statute, the underlying statutes itself, this would not apply. Uh, because again, this is because the members own that restaurant. Um, now they if this was if they had a restaurant that was on site that charged and says, Hey, you can be an exclusive member of this restaurant, and it's actually owned by a third party. You know, let's say Jose Andres owns a restaurant in your association. He's owned the building. He's he makes great and he has a building. Okay, he's an internationally famous chef. Ray, we've got to expand your palette.

SPEAKER_02 17:19

But I think he may have been an AC, but I'm not sure. But go ahead.

SPEAKER_01 17:22

Um, but let's say he owns a restaurant and he opens one up, you know, a bazaar meets and he owns the the uh the restaurant there, and he owns the building, it's his and he pay and he charges a fee, like he pursues a membership fee, and that membership fee is actually just put into your assessment. So you're not paying a separate one to him, you're paying it's it's just paid through your assessments, and the association kicks it over to him. Then in that situation in that in that situation, uh the allocation, the portion of the assessments that were applicable to that fee would uh be actual, uh subject, potentially subject to the tax.

SPEAKER_02 17:57

A very common scenario, and I'm aware of this scenario, is that um an association, the restaurant is owned, it's usually a cafe. I don't like maybe not, I don't want to use the word restaurant, it's usually a cafe with a counter and there's muffins and there's coffee, and you can get a sandwich, right? And these places can't survive on their own. So the association subsidizes it. Someone else owns it, and the association subsidizes it in some manner, but the owners are contributing towards that subsidizing it through their fees. So to I think that's gonna be probably taxable, right? Because it's going to a third entity and they're and they're contributing towards it.

SPEAKER_01 18:34

Well, the other thing is, and I and I can't recall whether or not a restaurant even falls into a place of amusement.

SPEAKER_02 18:38

Um, I was I was gonna ask you that too.

SPEAKER_01 18:40

What is a how about dots? Because places of amusement have access fees, and that's what this is about. And so if you're talking about like a sandwich shop, you probably don't have a membership access fee to a sandwich shop that's subsidized at the location. So that's probably that probably doesn't fall in the category. And by the way, Ray, I'm not I am not a tax expert, nor am I a CPA. Um, so a lot of this was just from taking a quick look to be able to address that matter in a short time for lack. Um, and not, you know, we certainly have not done extensive diligence in review of this. So, you know, if you so like I can't, you don't I haven't I haven't analyzed this in a high level of depth. So there's certainly if you get to certain levels of hypotheticals, I'm not uh you know, it's not like what we usually talk about where we're just talking about straightaway AOA issues where I've been through these these various hypervisors. We're gonna do them with them.

SPEAKER_02 19:37

But but I like asking you because your your deep voice and your confidence makes us believe you anyway, whether you don't know what you're talking about at all. So if you want to answer CPA questions that you have no idea what you're talking about, I wouldn't know the better. I would assume the better.

SPEAKER_01 19:51

I'm making clear that these are, you know, I have limited knowledge and just want to make them clear.

SPEAKER_02 19:55

And also, you know, right, it it helps to be confident if you actually know what you're talking about, as opposed to just saying Adam is doing Adam is doing a disclaimer that he's not a CPA and he's not offering any kind of accounting commentary in any way whatsoever. And to check with your own CPA or accounting professional or tax professional to find out those details. Um I was gonna I was gonna ask you about docs, but it doesn't matter because all the associations I know they own the doc outright. They're not they're not there's not a third entity involved in it. I really can't think of a third entity for associations outside of a outside of a uh a small cafe or restaurant. And you're right, it's not member based, but we'll see.

SPEAKER_01 20:32

I mean, it's like I said, there's there's some that have you know, I've seen the formations. I've never the the caught cafe little small cafe restaurants really isn't something realistic to think about with this because again, I don't think that that has the amusement because it's not an access fee. Again, access fees. Yeah, no, you're right. And but like I said, there are some where you've got these high-end club natures, you you know, the members have their own cigar boxes, they have their own wine boxes, uh, they've got exclusive access to the club and folks can't come in. So they're places like that that exist in that are tied to community associations and they are third-party owned entities. So, in that situation, if they were paying through their assessments, as opposed to in a lot of those places, by the way, the members just pay directly and they can make a decision, and they don't have to be in there. So it doesn't go through their assessments anyway, so this still wouldn't apply. But if they were basically compelled to be part of it and they were linked to it by virtue of being a member and their assessment went to it, that's where it would go.

SPEAKER_02 21:30

It's funny you thought of this. I see you being a member of a cigar club. I do, I see you a lot of other fancy lawyers like movers and shakers. You probably go there every day. You go in there with your stinky, smelly cigars, and it's full of smoke. And then you guys make decisions for little folk around the entire world, and then you come on the live stream and pretend that you're very, very busy. But in reality, you're just probably hanging out where all these decisions are made, and it you probably hold it out the side of your mouth while you're talking. True or false? Be honest, Adam.

SPEAKER_01 21:59

I think. That you have a much more glamorous view of uh HOA law than the reality of HOA law.

SPEAKER_02 22:05

Okay. All right. Let's I got some basic stuff to ask you, and then I got some really cool questions. Okay. I don't think they're gonna stump you, but I think they're pretty cool. But let me just go through some of this basic stuff because we marketed it as such. Where do boards unwillingly create legal risk?

SPEAKER_01 22:24

Um, well, uh the use of chat GPT that you've just been talking about is right now, I would say that's one of the greatest places that they're creating risk on multiple levels. So on one level, uh they're putting information into Chat GPT, which is open sourced, that they're not paying attention, and they're putting confidential information in there, which is make basically breaching confidentiality. In some cases, they're putting in privileged information that they're getting from their attorneys and reviewing it through that system. All that's discoverable in civil litigation. Uh, there's already case, there's already been appellate cases come down to determine that that is discoverable because once you place it in there, and even it may be it may have been privileged, it may have been confidential, but once you place it in this open source, they can then go in, for instance, do forensic discovery on your computer, pull that information, pull whatever you put out there, and then use it against you. So they're creating liability there, but they're also creating liability in using and relying on these sources. Um, because uh it does not using Chat GPT, chat GPT isn't licensed to provide advice to you in CPA, like it's not a licensed CPA, it's not a licensed arborist, it's not a licensed attorney, it's not a contractor. So if you get information back out of there and you try to follow it and you apply it through to your association, you've just committed gross negligence or andor willful one-time malfeasance, meaning that you've circumvented using a professional which would have protected you, and also they would have had an insurance, and also would have meant that you're covered under your director's and officer's liability insurance because if something went wrong, it would just be basic negligence. Now you've escalated it to gross negligence, willful one-time mouth easance, which means that you may be held personally liable for what happens. Um, and meaning that you may lose your protection under the business judgment rule, and you could they could go after your personal assets because you went out there and you thought you were saving money, you thought you were being helpful, you thought it was a great idea to use Chat GPT, but now you've exposed yourself to this tremendous amount of liability instead, and any error that occurs is on your head, just as if you made it up yourself, because there's not chat GPT isn't right a certain a professional service provider.

SPEAKER_02 24:33

I just chatted everyone. I don't know if you see the chats. I just got this notice today by email from a major insurance company or a major insurance underwriter that there was just a uh the southern district of New York basically said that the information wasn't considered work product and therefore not protected. Can you see the chat, Adam?

SPEAKER_01 24:53

No, but that's exactly what I was just talking. Yeah, it's also yeah, I just got this today. Yeah, so it's not protected, so it's not protected as to the confidentiality because if you put it in there, you lose protection. So, like I if I send something to a client, it's privileged, but then if they put it in a chat GPT, they've now basically destroyed the privilege and they can be pulled. And also, if I'm working on something, I'm my that work is protected as attorney work product, it's work product privilege. But if I put it in a chat GPT, I've blown attorney work product privilege because I've now put it out and it's basically into the metaverse. Um, so it's no longer protected. So that's a big deal.

SPEAKER_02 25:30

Yeah, they don't understand that chat GPT puts, you know, basically anything you give it in order for it to learn, it puts it out in the general, like Adam's saying, it puts it out there for the for the general public. It's not like it's a file that somebody theoretically can find, but the information's out there and chat GPT could pull from it for someone else because it's learning off what you dumped in there. Um, luckily for me, I do enough of these live streams. I learned a while back that I don't put anything in ChatGPT that's discoverable. I don't put anything in there that's highly legal, but um also I have everything erased in ChatGPT and I have the non-share button on there too, even as an extra precaution. But I do know that it's discoverable. You know, Adam, my concern is gonna be I can see this happening. You guys send letters to people, board members and managers. It's so easy to put in Chat GPT and summarize it because in a lot of ways, ChatGPT is great to summarize long documents. It may not be accurate, but Adam, it's there and that's what people are using it for. And I can see them dumping a confidential correspondence from you 100% the whole thing into Chat GPT. And there it is. So don't do it. And I don't know, I don't believe it's not covered under insurance either, for the most part. Check with your insurance professional, but that's another thing. Good good luck. So okay.

SPEAKER_01 26:46

Um somebody asked me in a similar one time. They said, Hey, Adam, what well, what can we use chat GPT for? And I said, Yeah, I there's not a whole lot, but I mean the thing is if you want to figure out how to like change settings on your television, that's great. If you want to like play and do naser research, like if you were wandering around the library and you're as a teenager, yeah, but it's not for professional advice or anything else. It's and it's not it's not gonna give you a proper medical diagnosis or anything.

SPEAKER_02 27:14

You're not giving it enough credit though. Here's where it's I use it all the time, Adam, and I've been using it since day one. Okay. Okay. Give me, give me, it's not you don't get legal advice from it, but it's a good starting point. But you always have to assume that it's wrong. So it it may bring up issues you know to ask at least. The key here is ask. Same thing with the medical advice. You could dump things in there and it'll give you actually some pretty good information because it's pulling from all over the internet, but you still have to go to your doctor and ask the doctor. Now, the doctor hates it, just like the lawyers are probably gonna hate it. But for the average person here, it creates a little bit more sense of having access to information. But sure, I I use it um and I take it, I don't take it the whole thing to the doctor, but I tell the doctor, hey, I heard this on ChatGBT, and you want to know something? And it's been pretty close. Legal, I don't trust it at all, though. So that's crazy. Adam doesn't like Chat GBT. Everybody knows that audience, just so you know. So okay. Um, and it is fun also. If I it tells me how great I am all the time, Adam. I'm never wrong. If I put in there that you were mean to me, it's gonna say Adam stinks, and you're right, right. So it reinforces whatever you put in there, which is another problem with it. It starts to reinforce, it starts to tell you what you want to hear. You have to tell it not to. It's crazy. Okay. The biggest mistakes boards make when handling disputes.

SPEAKER_01 28:40

Um, you know, this is a I'll I'll start with just a standard violation hearing because this is where we see this is what people deal with the most and where they get into the most issues. The best way to handle a hearing. Walk in, announce you're here, we're here for the hearing. Um, you understand the information that's been placed in front of you. Uh, here you've read the letter. This is your opportunity to present any information that you would like to present to the board and then allocate their time and let them present uninterrupted for the allocated time, and then let them stop. If you have other information that you need to present, in addition to what was in the letter, because sometimes it may be more complicated than simply a picture. It may be something where there's an event you need to show a video, whatnot, do that, and then close it out and then do your deliberations. There is no need to start asking questions of the homeowner, and you absolutely should not start arguing with them. Boards usually can't help themselves, and they want to start engaging with them because and then and particularly because the owner will present and they'll start asking questions at the board and trying to get them to say things. This always just results in an escalation. This isn't what's intended for the process. That's not how administrative hearing is supposed to go. You just each side presents its information, it presents its evidence, they don't go back and forth. Um, that's not how administrative hearings are supposed to work, that's not how they're supposed to work at associations. And the reason for that is there's a good reason for that. It just escalates situations, it makes things, it makes the whole situation more contentious, it makes it deteriorate, which is why you should not do that. So you don't want to engage, simply present the evidence to the association, let them present their information, do not answer questions from them. They shouldn't be asked, you should not be asking them questions, they should just be present things and then deliberate and decide and then send them a letter of determination. And that's it. Keep it civil. That's that's a great way of keeping it from escalating.

SPEAKER_02 30:39

But if you're a board member, you're so angry because they're so stupid and they've been just irritating you in your home for months on end and and spewing lies to the community, and you're sitting there and you're just lying, and the board members so badly want to you know defend themselves and defend their reputation, especially when a lot of this stuff legitimately is just so false. But I think that's why it's a good idea to have a lawyer there, Adam, because I think the lawyer also will keep you on track, too. You're paying someone to be there to be your advocate. So why would you possibly talk?

SPEAKER_01 31:14

I mean, you're right. It doesn't, you don't want to, you definitely don't want to get into that. And it's it can be hard. It does. A lot of these things get personal, particularly when uh the individual homeowner starts making personal attacks on the individual board members in that situation. You want to remind them, please direct your comments to the chair, please do not make personally directed comments. Which, by the way, all of these rules are in Robert's Rules of Order. They're part of the decorum rules of Robert's Rules of Order, which have been created over hundreds of years with the very intention of keeping conflicts from escalating, to keep them civil. So uh you can ask them to again direct their comments to the chair, please do not make personal attacks, please just simply state the facts as they as they need to address them and then close it out. And if you have, again, if you've got directors that want to start jumping in as the chair, you should be asking them, hey, please allow them to speak, please do not respond, please do not engage. Um, again, it's tough to do. It is, it's hard to do. It's just it's and largely it's against human nature because most of these are in informal settings. You're usually sitting in you might be sitting in a library, you might be sitting in a clubhouse, you might be sitting somewhere else. You know, if people were sitting in a courtroom and there was a judge in there, people would think clearly and they wouldn't get worked up about it. But uh, in these informal settings, people just tend to start acting more informally. But uh the reality is if they kept it more formal, uh, it will be more civil and it's an opportunity to de-escalate. Um, because really, again, you want it's about de-escalation. Uh you don't need to attack them, you don't need to get a personal tax, you don't need to use adjectives, just the just the facts, right? Let it get resolved.

SPEAKER_02 32:51

But sometimes I think if you're like the president and you have some out of control board members, having an attorney there like yourself can go a long way because it it does, it it sets a it makes the professional left level higher and it also sets the tone with the audience, too. I think. I think don't get me wrong, not all the time. There's people they could care less, but I know if I had an attorney like yourself there, um, there is a certain level of professionalism and seriousness that comes with the procedures compared to if you weren't, so it may be easier. Um, who is Robert? Was he a real person?

SPEAKER_01 33:24

Uh I think he was rules. I think he was a colonel.

SPEAKER_02 33:27

I think he was a I would like to make you an offer, Adam. Uh I would like to create Ray's Rules of Order. Would you be willing to back me on that? It'll be a new way that meetings are run. It'll be Ray's rules of order. It's gonna be all the way that I think things should run. You could think about it and let me know. Okay, because having you in my corner to back that, it could become official CAI policy.

SPEAKER_00 33:53

Um, yeah, I mean, I think you're you're definitely, you know, are you just gonna let chat GPT create these rules?

SPEAKER_02 33:59

Well, I have a lot of ideas, Adam. Believe me. Believe me. Boards and managers are gonna love it, they're gonna love Ray's rules of orders. Believe me. Okay, we'll get back to it.

SPEAKER_01 34:10

It's got a good alliteration. I like you know, it's got a little good alliteration to it, raise rules.

SPEAKER_02 34:16

I threw this in here, kind of general. Just give me one example that you see. When should a manager or board member just shut up? And I don't mean that in a bad way, like shut up, shut up. I just mean shut up, don't say anything. When do you reach that point?

SPEAKER_01 34:32

Well, I mean, we just touched on it a little bit, yeah. But I so I guess I'll go, you know, uh again. Let's say you're in a meeting and you're giving the presentation and some different associations between Sarcana, some do require uh members to be able to attend and some do not. Um, but uh you know, again, you shouldn't be you should just be presenting the information, you should let everybody be going in sequence. If you whether you're a manager or really a board member, you should not be getting into a contention situation with another board member um because it's just gonna escalate. Just everybody should be setting forth their piece, it's an opportunity to speak, and then you shut down, you go orderly matter manner and then stop. Because outside of that, um, you're gonna get into a deteriorating relationship. And I think managers probably are really good about that. I think they really know. Hey, especially experienced managers, yeah, they know that there's no good that comes from you know explaining everything to the board, uh, uh denigrating a board member, dressing them down on issues that just it doesn't do any good for them. Uh, it's better just to pull them as if there's something that really needs to be addressed, it's better to do it privately and and cover it that way, as opposed to trying to do it in front of everybody else.

SPEAKER_02 35:46

They're professionals, just like you. They're there, they're getting paid to be there. So it's not like some board member who volunteers his time and now theoretically is like being abused or something. I was thinking of an example would be like, and I don't know if this is the right answer or not, somebody says I'm gonna sue you or something, right? They come in the office and they say, Look, you did this and that to me. People lie all the time. I don't know if it matters. I called my attorney and I'm gonna sue you. To me, wouldn't that be an opportune time just to use that as an excuse to just shut up and don't even deal with the person anymore? Or is that kind of like a wise tale?

SPEAKER_01 36:17

Um, well, you know, I think the managers and the board members, including whoever's on right now and whoever may be watching this, if you've been an association on a manager or board member for any amount of time, you've heard someone threaten that uh at least once, if not dozens of times. Um, people say it meaninglessly all the time. Um, I say that most of my clients don't take it seriously until they actually see a letter from an attorney. But certainly, and absolutely, I think most of the managers uh uh wisely and all the board members too wisely say, Okay, well, thank you for letting us know that since you've raised this issue, you know, uh we're not gonna be able to speak with you. And if you would please uh send your future communications through your attorney, and then and we'll have our attorney respond because it's a great way to again de-escalate the the conversation because whoever's throwing that out thinks that they're gonna scare you. And the reality is, you know, the manager, most of the managers, the board members I work with, they're already they're in the right, they know they're in the right, they know they've done everything right, so there's really no, it's it's not chilling, it's just hey, okay, so we've got somebody that's basically threatening to waste their time and money uh on an issue because they don't understand it.

SPEAKER_02 37:29

Okay. What is a common attorney difference of opinion in this industry? I don't mean like the law. I I don't want to like the difference in the law between Arizona, Arizona and South Carolina or New Jersey and Pennsylvania. What is a general thing where it's a common the law is the same, state to state, but you find attorneys may have have a varying degree of opinion. I mean, I know I could think of one, but go ahead.

SPEAKER_01 37:57

Um, well, I could say that just their role uh as counselor to a community association, I think that uh different attorneys have different approaches to that. I know that myself and we we require of our office, and we and we still have to direct uh our attorneys at my office to make sure that they are following this, which is our position is that we're our role is as counselors and compliance for community associations. So when they're asking us for legal opinions and ask us direction, we want to make sure that they're in compliance with the law and that they're adhering to the best interest of the association. Um, whereas there's a lot of attorneys that feel that they are supposed to be just advocates uh in any situation and they feel that they're going to be, they need to be an advocate. So if the board asks them to do something and says they want something, that the attorney feels like they just need to do, give them what they want and write this however they want, regardless of how reckless it may be, or how uh, you know, or what how the position really maybe isn't necessarily in the best interest of the association, is maybe more the desire of the board when they should be counseling on that issue. They're instead trying to facilitate their desires, which is uh, I think that's a mistake that people that aren't really community association attorneys get into. You know, I think most of the people that you see that come and speak uh on your programs, I think they'd say they'd go with the first method, which I said, which is where we really look at compliance. We're looking at trying to make sure that we're doing the best for the community, for the longevity community, and not necessarily, you know, just we're not higher guns. But you know, when you get the folks that come in that don't really do community association law on a regular basis, and this maybe there's somebody but somebody's buddy and they're like, Yeah, I can do HOA law. They may have a bad habit because they're they're an advocate in their regular of every other day practice. Maybe they're a personal injury attorney, maybe they're a criminal law attorney and they're advocating, and that's appropriate in those scenarios. They just got to put a different hat on um when they get in this this area. But of course, also when we're you know, when we're advocac when we're representing associations for construction defects, we're an advocate. So we have to put our advocate hat on, and we have to proceed to try to recover as much as we can for the association to make them whole again. So, I mean, there are times when advocacy is appropriate, but you've got to be able to balance it. And I would say it's a very that's a very common difference in how some of the opinions roll out. Um, but again, like I said, your you know, your other your are the the other premier community association firms that you have on here, I would say do exactly the way that we are. We're very they're very similar in that we're looking at compliance. We're not they're not higher guns, but it's the one it's the folks that are dabbling that you see the other one. But that's where you see some of the difference.

SPEAKER_02 40:26

I agree with you because most of the people that come on this program, their reputation is valuable to them and they're not going to give away their reputation for one client. It's just not gonna happen. That's right. Um, but there's also liability involved in that, meaning there's something called lawyer shopping. Like if I'm a board member and I it could be shown that I just hired three lawyers all in a row until I just heard what I wanted to hear. I believe there's liability that could be used against you, correct?

SPEAKER_01 40:54

That's right. That's right. So if the board, if you if you're a board member and you just go and you say, okay, well, we want to get a second opinion. All right, you got a second opinion. Well, we want to get a third opinion, all right. You got a third opinion, and you just keep looking until you get the opinion you want because you're trying to find the higher gun guy, um, yeah, it's not that you're not necessarily gonna uphold. You're not there that's not you're not protected because the the a fiduciary duty and the breach fiduciary duty and your protection under due diligence, you're only protected if it was reasonable for you to rely on that advice. And if you had to go to four or five lawyers before you could find on the fifth lawyer that the one that would tell you what you wanted to hear, it's not reasonable for you to rely on that fifth lawyer. It's reasonable for you to go, oh, these first four probably knew what they're doing. And this fifth guy, who you know, we had to explain to him what HOA was, and then he gave us a legal opinion. This probably isn't the guy to rely on. You know, he you know, might be a great guy, and maybe he's the best in his usual practice area, but community association law isn't it. And he shouldn't have really he probably shouldn't have even given an answer. And maybe even when he gave it, it was probably conditional and said, Hey, I've barely looked at this. I'm this isn't my area, this really requires more research. But my preliminary response is this, and they might just jump on it and say, Oh, we love this, this is what we're gonna go to. So, yeah, that would strip them, that would strip that board, they would lose their ability to rely on that professional device, so it it wouldn't qualify for them under the business judgment rule. You're absolutely right.

SPEAKER_02 42:27

It's serious, it's a serious issue, and a lot of people do fall into it because they don't know any better. And you know, I I don't know if I feel bad for them or not. I guess I do because what they're doing is like really wrong. But but I it sounds to me, Adam, too, you'd really have to push the envelope on that to be, you know. I mean, if you go to one lawyer and two, you know, what who's gonna really say for sure? But when you start going like you're saying a three to four or five, then it becomes a different case, I guess, right?

SPEAKER_01 42:54

Yeah, I mean, I find, you know, we've we've been, we've had people do, we've had associations ask for a second uh with some of us. We've also been the second uh for associations, and we find that when we're dealing with when they're coming to us and they're coming to another credible firm, they find that usually they get relatively consistent answers. Um, and it's the associations that go to that third, fourth, fifth attorney, and they finally they get to the guy that really, you know, he's got he's he's been suspended for half a year, a year for ethical issues. He's got some other problems in his record, he's not, you know, he's getting sanctioned in court, and then that's the guy that comes up with the different opinion than the rest of the people that are, you know, again, like I said, the most of the people that are on these programs, as you guys see when we do a group together, we usually are relatively consistent. We might have slight variances of our answers, but we're usually all relatively consistent on how we address these issues. So um, yeah, I mean, it's just again, if you're in somebody that's experienced in that area, they're gonna be most of this will be relatively consistent.

SPEAKER_02 43:55

Going back one, because somebody asked me what my example was with how attorneys do Different opinion. The difference that I see attorneys, and they're both qualified attorneys. They truly are. Some attorneys feel like they should interject at a meeting. They should help the board get through the meeting, right? They should calm the meeting down if necessary. I know other attorneys, great attorneys, they'll never interject. If the whole meeting is falling apart and chairs are flying, that's not their job. They're there to strictly um respond to legal issues or questions in that manner. But there's a difference. Some attorneys definitely feel like they want to step in. I don't really see a right or wrong with that, Adam. I think it's what you kind of need for your community and what the board's like. What do you think? But that do you agree that is a difference with attorneys? Um the legal advice is the same, their interaction's different.

SPEAKER_01 44:47

I think I think it's I think it is a difference. I I think I feel like I kind of ride the middle. I'm gonna address the issues that are presented to me. If the association or the board's about to do something terribly off base that is gonna be an issue, like a big issue, and I'm sitting there, I'm I'm gonna call, I'm gonna, you know, I usually sit by the board president and the manager and I'm gonna kick one of them and I'm gonna say, can I address this? Or I'll explain to them, whisper them to the side to shut it down. Um, but uh my role is not to essentially be the uh parliament meeting. I'm not there to run the meeting, and I'm not there to catch and address every little nuanced issue. You know, they I'm not checking every single thing that they do. That's not my role, and I make sure that they understand that I'm only answering the questions that I'm asked. I'm gonna resolve the things that if something's coming up. If there's you know, if things start breaking out, I will ask them, would they like me to address an issue? Would you like me to do this? But I'm not gonna jump in if they don't want me to do it, it's it's not my role to to do things that I'm not asked to do. Um, unless, of course, like I said, unless it they're about to make they're about to do some sort of harm, in which case I'm gonna try to stop that.

SPEAKER_02 46:06

Every attorney would would do that, though. All the attorneys I know they would step in. They're not gonna sit there and watch a client do harm to themselves, but yeah I do know attorneys that will actually help run a meeting and calm things down because once again, you are a professional. You got owners versus owners, board members are owners, they're fighting, they're vickering, they're back and forth. Sometimes an attorney can stand up and calm the whole meeting down. I know attorneys that will do that, and I know other attorneys that would never do that. I don't think there's right or wrong. I know really honestly, they're both great attorneys, but I think it's important that boards sometimes ask what they're looking for, right?

SPEAKER_01 46:37

I know do you agree or yeah, I mean, these days, most of the time I'm requested to do that. If they want if they want me there for an in-person meeting, part of my role is to be there is to is to help with that. Um, because you know, if they don't want me in there for anything else, a lot of times they're just gonna ask me to pop in by Zoom during executive session to discuss confidential and privilege issues, and then I'm gonna be and I'm gone. But if they have something where they are worried about the crowd and they want to calm the crowd down and give them more information and help de-escalate the situation, um, they'll usually let me know that that's what they want. And I do a lot of that when I come in. But uh, you know, again, I'm not there to seize the reins from the board president as the chair of the meeting, unless, of course, the board and/or the president are asking me, hey Adam, we want you to help de-escalate. We want you to help bring calm to the meeting, which you know, I myself and a lot of you know a lot of the other attorneys I know end up doing that. That's our role, but also a lot of times us just being there. I mean, we don't necessarily have to do anything, um, but us being there will usually bring a lot of calm to the meeting um because it just again makes the form this setting a lot more formal. Because I was mentioning earlier, you know, lots of these meetings can happen in libraries, they happen in uh living rooms, they you know, you're in just general tables, and it makes it seem it makes it less formal, and then people being in a less formal setting are more apt to act inappropriately. Whereas if you bring in, they've got the attorney, you have the attorney there, and the attorney's presenting appropriately and and whatnot, it brings a it sort of heightens the level of decorum, I think, and that does bring some calm in and of itself.

SPEAKER_02 48:16

Yeah, our my association is it's very rough, you know what I mean? It's it's crazy here, and people are always suing each other and things like that. I like having the attorney at the meetings because I like the board, I don't have really a problem with any of them. The president has been doing this a long time, but some of the new board members, I kind of cringe when they talk. I'd rather just for us to pay the attorney to be there. So I feel like our association won't get into trouble. Do you know what I mean? As an owner, I'm just happy to pay because I I know that way it's not gonna get too bad. Do you know what I'm saying? But anyway, but a lot of people they don't want to pay that attorney, Adam. They're just so cheap. I don't I don't get it. Okay. A director, I think this is interesting. I never thought of it until I think somebody sent it to me a while ago. A director abstains due to a conflict, but we still let them be there to be in the discussion. And that influences the discussion, that influences the decision. So do you see the conflict there? I don't have an opinion on it. I don't really know, but you see what I'm saying with this, right? Uh yeah. But do you you must see this all the time, right?

SPEAKER_01 49:25

Well, I do and and my direction to clients in that regard is that if you've got a director that needs to be abstained, that has a requirement to abstain from a decision, they need to choose themselves from the room in the discussion. So they need to they need to leave, like they're gone. So if we're on, like let's say you're having a zoom meeting and say say, okay, here's the the next item is this issue, and Bob has noted that he has this conflict, and therefore Bob's gonna be abstaining from the decision. We're gonna we're gonna have him recuse himself from the discussion at this time, and then you take him off the zoom, you put him in another room, or you just let him drop off and he comes back and you and somebody texts him and he adds back in after it's over. Uh, same thing if you're physically there. Thanks, but you need to leave the room. Um, so yeah, it's not if they're just abstaining from the decision, but they're staying there for discussion, or even not even discussion, they're just sitting there and staring people down, you know, because you've got it maybe something that they know is personal and they know that they're looking, and especially if you're an executive such a situation and it's personal and maybe it's a violation that their neighbor's committing and they're trying to just you know stare the guys down and influence them even that way. Um, not appropriate. So uh certainly my recommendation is that if they if they need to abstain, if it's appropriate for them to abstain, it's appropriate of them for be to be recused from the discussion. And if they are not recusing themselves from the discussion and they're entering it and they're engaging, then they are violating whatever breach, whatever competency issue is there, they have violated it just as much as if they had voted. It is only slightly better than them uh they're not voting in it. So they basically are committing a fiduciary breach, regardless of the fact that they are not voting because they are influencing uh directly at the meeting when they're not supposed to do that. So uh we recommend that. In fact, we also recommend that that be clearly and cleanly noted in the minutes. So if you have minutes, you gotta execute if it's in either sex session or regular session, you say, Hey, you know, Bob was Bob was accused and saying he had conflict, so therefore he was recused and saying Bob left the room. Bob was asked to leave the room and Rob left the room, and then Bob returned to the room after the decision. That's the cleanest way, in my opinion, to do it.

SPEAKER_02 51:48

Wow, I thought this was gonna be a gray area, but it wasn't a gray area to you at all. You were very clear um in your thoughts. Let me let me play devil's advocate if I can. Um it seems so unfair though to like sometimes it's it seems unfair to like the board and certain board members because let's use someone like yourself. Just be yes, I don't think you should be allowed to vote on something that you have a conflict of interest in, but your knowledge is so valuable, right? Let's say you're the board member, you've been around a long time, and it's so critical and it's so important, yet you're only not allowed to participate at all just because you happen to live next to somebody or you've had a problem with somebody. It seems like the association is losing out on like all that um good input. I I don't like I I don't know why the board just couldn't make their own decision anyway, just because someone who has a conflict is providing you know some some background or another point of view. Um, but I definitely get what you're saying. Also, it's definitely going to influence, it's just not a vote. But I I thought just not a vote would be good enough. But obviously I'm wrong because you're very clear on this.

SPEAKER_01 52:54

Well, so let's say, because you're giving a violation example. So the manner in which that would happen is, and let's say they're they're partly a witness to this situation, then they come in and they present as a witness during the executive session where the violation hearing is presented, and they present their information, they present their evidence, and they leave. So again, and that would be documented. So they're not there, so they're not there for everything, they're just there to present their what evidence, they're not there for the presentation of evidence by the other party, they're not importantly, they're not there for the discussion and deliberations by the board, and they're not there to make the decision, they're just simply presenting their evidence. So, in that situation, because you're talking about an evidentiary-based situation where you need back facts related to the situation, that's presentation of evidence. That's not the same as being part of the board in the board discussion, because the board discussion is separate from in board deliberation. And generally, deliberations are held outside of for executive session for violation, are held outside of the presence of the party there for the violation. So, and as well as the as the witnesses, so there's still a way to handle that as well appropriately.

SPEAKER_02 54:03

Let me give you this scenario, then it's not a violation. I'm on a board and my cousin lives here, and they need an accommodation. Okay. So I have to basically not be part of any discussion, even though I have a historical knowledge of what's taken place in the association previous, whether or not we made accommodations like this for other people. I obviously know a lot of the circumstances around the accommodation. I can't participate in any part of that. I have to remove myself 100%. I could definitely see why you wouldn't want the board member to vote, but I guess, and it makes sense what you're saying. You basically just have to step out of the whole thing. It just seems like the association could be losing out on some. Obviously, I'm I'm giving people the benefit of the doubt too, right? And that maybe that's my problem, right? Um, that they don't have the other, you know what I'm getting at.

SPEAKER_01 54:57

I mean, I I understand that, but the problem is that it creates it creates a lot of information because now you're now they're prep, now they're gonna be privy to the discussion related to the issue. So if there's litigation following this over the cousin not getting the combination or the combination not being accurate, now you've got somebody with a conflict that was there for them with the information as a separate witness to prep what would have been a privileged discussion, which you blew privilege on, would have been confidential. You blew that. Um, and now you've exposed the board to greater liability because you allowed this individual to come in, which you know, I appreciate that everybody is special, but the association should have generalized records and information. People should know enough about what's going on with the association and the community to where if one board member drops off, the place isn't gonna fall apart. There, no, there's no board member that's gonna have the magic level of information. It's gonna be, oh my god, Bob's not here, but but but Bob's the only one that knows. Bob's the only one that can answer these questions. If that's the case, the association has way deeper and broader problems. Um, if you don't, if you've only got one director that knows what's going on at the entire community, and your manager doesn't know, and the other directors don't know, and there's only one person who has this magic level of information. So that's that's a separate, deeper problem for the board, uh, and the failure of the board and the manager to have any clue of what's going on with the history of the association. So, yeah, I again I wouldn't I would not say that would override it, but it but again, in this situation, I'm sure Bob would think his his information was magical and special, and he really needed to be there. And he probably would even argue that he should be there, which is oh, in part of it, the problem with it. The fact that he's going to argue to say that he wants to be there for it shows that it's got it's like ugh.

SPEAKER_02 56:43

I think this is so interesting because I've done like 500 of these, and I'm not saying I'm a genius at all, but this is the first time I think this has come up, and what you're saying makes perfect sense to me. But I I think boards are doing this wrong. I think a tremendous amount of boards are doing this wrong. I think there's a tremendous amount of scenarios where board members who have to abstain from the vote are advocating and arguing and are 100%. I I would say it's the majority more than the minority. I think this is completely, I don't think people understand this at all. Um am I wrong? Do you think maybe it was it just me? But um I love it because I I love to learn stuff and I've done like 500 of these, Adam, and this is the first time I think I'm hearing this.

SPEAKER_01 57:27

Now, you know, maybe it's me, but I you know, I I I I again I'm not gonna say that I'm having any special magic knowledge either, but um, yeah, I mean it's it is I agree with you. It is, I think the majority are doing it wrong. The majority are allowing those people to still be there, they're allowing them to sit in. And in a lot of situations, it's because they those people are trying to exert influence. It's because they don't want to leave. They know that if they're staring down the other board members, it's gonna change how they vote. If they leave the room, they know that they won't have this level of influence, which again illustrates why it's so important that they be excused from the room and that they recuse themselves. And that's why it's called recusal and abstention. It's not just called abstention, people forget about that recusal and extent abstention. So if you don't if you're not doing the recusal, a lot of that protection that was supposed to be coming abstention, most of it's not there.

SPEAKER_02 58:21

I think it's amazing because I guarantee, yeah, they're sitting there and they're definitely they'll admit that they're trying to change the conversation. They're like, oh yeah, I advocated for it. And okay, I I wouldn't mind like touching back upon this and getting some shorts out on that because I I I think people are gonna be surprised by it. All right, Adam. That like flew by. I had so many other questions to that I thought were really cool questions to ask you, but I'm I'm not gonna I'm not gonna get to them. But I thought that was a really good one. I appreciate you being here like so much. And uh, like I said, if you were here for the pre recorded session, make sure you follow the C requirements and things like that. And uh that's it. Thank you so much, Adam, for for being here.

SPEAKER_01 59:02

Thanks for having me, right. Good to see you.

SPEAKER_02 59:04

And thanks to the audience for being here that we're here. Bye. Thank you. See ya.

SPEAKER_01 59:07

Have a good one. Bye bye.