Contact Us Today
216-771-2600
Our Clients Ask Us: Board Member Disputes
Question:
There have been disagreements and controversy among Board Members when making decisions for the Association. The Board Members do not seem to be on the same page and think they can handle the matters on their own. How should a Board act when facing these problems?
Answer:
Disagreements over policy are not bad. In fact, a board comprised of members with different points of view can strengthen a community when handling litigation matters. The time for the board to debate among themselves is when the Association is coming to a decision. However, once a decision is made, then the board will speak as one.
The courts clearly state that board members of community associations owe statutory and common law duties, including fiduciary duties to the association. A fiduciary has the duty "to act with utmost good faith and loyalty in managing the corporation." Such duties include loyalty, care, trust, good faith, and fair dealing.
A board member violates the interest of the Association and their duty of loyalty when they go against the Association - i.e. revealing to third parties confidential or sensitive matters. Board Members may also violate their duties when they do not respect board authority or choose to actively undermine decisions made by a board majority. As Members, all decisions and actions should be made with the intent to affirmatively advance the interests of the Association as determined by a majority of the board.
My advice is to take notes, listen to all sides of the issues, and review all of the facts for yourself when meeting with the board. Afterward, speak and debate amongst the Board Members about your concerns and thoughts. Once a decision is reached, it is best to remember your duties as a Board Member and take actions that will further advance your Association as a whole.
