What To Do About A Board Member Acting Out – Part Ii

Last month we brought you the first in a series of articles detailing options available to the Board in dealing with a Board member acting outside the guidelines of good faith and not in the best interests of the Association. Specifically, last month’s article dealt with the censure of a Board member. This month, we present another option to help deal with this often times volatile situation, specifically having to do with breaches of trust and confidentiality: A Confidentiality Statement.

The Board may choose to adopt and require Board Members to sign and abide by a brief confidentiality agreement or “statement of confidentiality”. Adoption and enforcement of such a policy could be obtained by an affirmative Board vote. That is, the governing documents would not need to be amended, as the Board has authority, per the governing documents

and Ohio law, to adopt reasonable rules and regulations. A Board confidentiality agreement would be such a regulation.

A statement of confidentiality is a form that details the duties and restrictions of being a Board Member. The form may include certain stipulations, such as: Board Members must not become delinquent in their assessments or violate the association's governing documents, Executive Session issues cannot be discussed outside of Executive Session, Board Members must not gather with other Members in a social setting and discuss association business matters, or any other confidentiality concerns. The statement should also include a short provision discussing the ramifications of a breach, including possible censure, recuse from certain Board discussions, or removal from the Board. The statement should be tailored to the needs of an Association.

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