Having a roguish manner in some situations might be quite charming, but such a characteristic is not considered an attribute for a position that involves overseeing or managing the investment owners have in their respective property in a homeowners association.
The board of directors is elected by the homeowners, usually based on leadership qualities that they have observed first hand or from a brief written synopsis of a board member applicant’s past business and community experiences. A successful board works together by listening to owners and one another and making decisions that will be in the best interest of the association. Disrupted meetings and delayed decision-making can result in unnecessary additional cost to the association if the rogue member does not participate at the meeting according to his or her job description as outlined in the association’s bylaws.
A board member with a rogue personality can spell disaster for the board and the association because he or she usually 1) does not recognize or acknowledge the importance and value of the board of directors as an entity, 2) does not understand his or her role as a board member, 3) has a personal agenda and will try to promote his or her own ideas at any cost, and 4) expects the rest of the board members to agree with his or her viewpoint.
When an individual becomes a member of the board of directors and exhibits such rouge qualities the balance of the board must be strong and continue to act in the best interest of the community. Restating the association’s mission at board and annual meetings will reinforce the mission of the association. Using various words (i.e. fiduciary responsibility, business judgment rule, discrimination, related party transactions, liability) when discussing various topics, may help temper a rogue board member.
Reviewing the Directors and Officers or Professional Liability insurance coverage with the board members is an eye opener in some situations. Understanding that professional liability coverage responds to decisions made in good faith versus those that are knowingly detrimental and not in the best interests of the association, can encourage board members to think twice before making a decision.
In the case of the rogue board member not responding to any attempts by the board of directors or manager to defuse potential problems, several other avenues may be discussed. The board of directors may go into executive session to discuss the board’s concerns and the possible liability to the association that may arise from the rogue board member’s actions. The board may also elect to discuss the issue with its legal counsel for recommendations on how to further handle the situation and put the board member on notice that such behavior and/or actions will not be tolerated.
In any event, the board of directors must address a rogue board member at the onset of the inappropriate behavior to avoid damaging the association’s reputation, legal standing, and, ultimately, its values and effectiveness.
Association Times Staff Writer