"I'm a Professional..."

A common topic Access Management Group responds to are questions on actions taken by individual Board members:

“Recently one of our Board members, on his own, sent out a message to the community soliciting information about management company interactions.  I’m worried it may have been inappropriate.  What is the rule for communications by the Board?”

If an action by a Board member causes unease, don’t ignore your gut reaction:  Boards must operate in a way that is very definitive, with unified messaging, to avoid needless confusion.   How an email or letter is worded may negatively impact the community’s perception of the Board if it is too “familiar” (using words like “I” rather than “We”) in tone, or can be perceived as political in nature. 

Remember:  A community association is a corporation run in the manner of a business, not a city council.  While the natural desire is to be friendly and informal, any communication from the Board or a Board member will be taken as an official pronouncement by some in the community, regardless of intent.

The best policy is for the Board to designate a single point of contact, whether that is the Board president, secretary, or the community association manager.  Whoever is selected should have excellent composition skills:   Misspellings and grammatical errors will distract from any messaging.  Nothing should be sent to the community without review by the Board as a group.  While not every Board member will respond or agree with a particular notice, all should be focused on maintaining the professional image of the Association.

All of this relates to the broader issue of a Director choosing to act independently of the Board.  The Georgia Real Estate Commission, which oversees the licensing of Community Association Managers, has provided the following on dissenting Directors:

• A Director who does not agree with the decision of the group should request that his/her dissenting vote be identified in the Minutes of the meeting

• Although not required by law, a dissenting Director should keep the discussion at the Board meeting confidential even though he/she disagrees with the final result

• If the dissenting Director uses knowledge obtained at a Board meeting to undermine the association, the dissenting Director could be in breach of his/her duties of care and loyalty and personally liable (without indemnification) for any damages their actions create

• The Board should send a cease and desist letter to the dissenting Director

• The Board might need to vote to remove the dissenting Director (sometimes membership must vote to remove a Board member)

• The Board might need to obtain a temporary restraining order against the dissenting Director

As you can see, this is a serious topic that needs to be discussed frankly and frequently among all Board members.  Setting expectations in advance of such negative behavior is key to preventing a dysfunctional and disrespected Board.