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WHEN IS A BOARD NOT A BOARD? |
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Editorial By Sally Rockrise Published August 14, 2012
The board of directors of an HOA and Condo Association is the authority that manages the development. The board elects Officers (President, Vice President, Secretary, Treasurer). The Officers serve at the pleasure of the Board, NOT vice-versa. A dysfunctional board is one where one, or two board members bully the others into submission and agreement. These bullies do not provide full disclosure or documentation on matters requiring full board approval, but demand consensus. A board is not a board when the board is told that the President is the CEO and can operate alone. A board is not a board when one person makes financial decisions, enters into contracts and generally operates independently of the board of directors without a meeting, discussion and vote of the full board. A board is not a board when the board members do not take the time to read and educate themselves in the governing documents, state law and accounting functions, but rather depend on attorneys and managers to tell them what to do. They then complain that they have no money and have to extract more money from owners to pay the attorneys and the managers because the board members do not want to be bothered with the educational process. A board is not a board when one, or two members attend a free seminar and suddenly become corporate executives and legal experts and can demand submission by the other board members. Board members who sit mute and allow one or two persons to make the decisions without the knowledge and consent of the full board are in breach of their fiduciary duty. An impotent board can create liability that extends to all owners in the community. The
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