Dealing with unruly board members can be a daunting task for managers and condominium boards. Often, these unruly board members try to assert their dominance and bully their fellow members into getting what they want. Although there is no guaranteed way to deal with unruly board members, here are some helpful tips to assist property managers and boards.
Keep Board Meetings Running Smoothly.
In our opinion it is best practice for boards to elect a chair and co-chair who can run the meetings and set the agendas. Once the agenda is set, the chair should circulate the agenda well in advance of the meeting. This will allow for fellow board members to provide their input. In our experience, board members want to feel included in the process and when they are included, there may less strife and disagreement among the members.
Boards should stick to the agenda. If there is a half hour dedicated to discussion on a capital improvement, keep to that schedule. If more discussion is needed, then table the matter for the next hearing. Boards do not want a situation where one topic dominates a meeting and there ends up not being enough time for votes and discussions on the other items. It is a good idea for Boards to use Robert’s Rules of Order as a guideline so everyone at the meeting understands the basic parameters and rules. In New Hampshire the condominium statute mandates that meetings of the association shall be conducted in accordance with the most recent edition of Robert’s Rules of Order, unless the condominium’s bylaws provide otherwise.
During the meetings, it is important to be consistent and fair with all board members. Treating one board member different than another invites conflict. I advise encouraging reasonable discussion at meetings. Often, the unruly board member just wants to say his/her piece and get it off his/her chest. Being consistent with and respectful to all board members, unruly or not, can help diffuse any contentious situations before they start.
Now, if an unruly board member continues disruptive behavior at a meeting, the Board Chair should take control over the meeting and require all questions flow through the Chair. I would suggest a few polite verbal warnings to the unruly Board member. If after a few verbal warnings and continued disruptive behavior, the Chair should consider suspending the meeting in order to instruct the unruly Board member to act appropriately.
What if the Unruly Board Member Threatens a Lawsuit Against the Board?
If the unruly Board member is threatening lawsuit against the Board then the Board should contact their counsel immediately. Do not discuss any matters related to the threatened lawsuit in the presence of the unruly Board member. Counsel should guide you on the matter, but be sure to communicate regarding the threatened suit with counsel outside the presence of the unruly Board Member. You are still free to discuss non-lawsuit topics with the Board Member but be careful what is said and more importantly, what is put in writing. If a suit is filed, correspondence and writings are discoverable.
What to do if the Unruly Board Member is Sharing Information About an Existing Board Lawsuit with the Unit Owners or Others.
If the Board is in litigation and has knowledge that the unruly Board member is disclosing privileged information to unit owners or other third parties, then the Board should contact their counsel immediately. The Board should have its counsel discuss the issue of the attorney-client privilege with the entire Board and instruct all Board members not to break the privilege by sharing privileged information with non-Board members or agents. If need be, the Board can continue to meet and confer with counsel about the litigation in the absence of the unruly Board member.
What to do if the Unruly Board Member Attempts to Instruct the Property Manager on His/Her Own.
Managers should always establish a procedure with boards for how the boards communicate with management. Managers need to be cautions of taking instruction from one Board member who does not represent the majority of the board. If that unruly board member contacts management directly, then its best for management to politely confirm that this board member speaks for the majority of the board. One suggestion is a reply email including the entire Board confirming the instruction provided by the unruly board member. Management needs to pay close attention to this issue as there is potential liability for management if it is not acting at the bequest of the majority of the Board.
If All Else Fails, What Can You Do.
If you use the above-mentioned tips and procedures, a manager and board will most likely reduce the chance of the unruly board member continuing the disruptive behavior and/or filing a lawsuit. But, sometimes there are those Board members that will never be satisfied. At this point, the “nuclear” option is to call a special meeting to remove the unruly board member. When taking this step, be sure to refer to your governing condominium documents for the proper procedure. It is also a good idea, if the Board has not already, to engage counsel to guide the Board through this removal process.