“YAY! I’m on the Board!” or, “OMG, What Did I Get Myself Into?”

Boards serve a necessary function in any corporation, and especially within a homeowners association. It would be impossible for an association to function without one. In an association, the buck ultimately stops with the board. The board is elected by the members of the association to accomplish the tasks required of an association by the governing documents. Volunteer board members are accountable to the association itself, as well as to the owners within the community. While the board can, and should, rely on opinions of experts and information presented by committees, decisions affecting the community are the ultimate responsibility of the board, and the board members will be held accountable for these decisions. While the position is voluntary, board members should take their fiduciary responsibility to the association and its members seriously. Despite the important role the board plays in the association, board members must keep in mind that they have been elected by the members of the association to conduct the business and affairs of the association. Board members should not become power hungry or otherwise harass owners. Likewise, owners must respect the authority of the board to conduct the association’s business and enforce its documents. Board members must remember that the owners must be kept informed of the board’s activities and make sure that proper communication with the other owners is maintained. In deciding what to communicate to members, board members should consider what they would like to know and how they would like to be treated as a non-board member owner, and strive to act in that manner as a board member. Fiduciary Duty & Business Judgment Rule...

Running an Effective Board Meeting

A challenging aspect of community association board meetings is how to actually conduct the meeting. Generally speaking, there is little statutory guidance or document-specific provisions explaining how a board should run a meeting. As a result some boards struggle with this aspect of association management, either not meeting frequently enough, or allowing too much discussion (by both board members and homeowners) so that a meeting, convened to allow the board to conduct the business of the association, effectively turns into a town hall meeting which lasts far too long into the evening. So what can a board do to conduct meetings in an efficient manner that allows all the appropriate discussion to take place and allow the board to consider its work in an orderly fashion? The first step in effectively running a board meeting is to adopt and utilize procedures that assist the board to efficiently run and control its meeting. A board meeting which is organized will run smoothly and conduct the business of the association and yet effectively communicate the position of the association on various matters to the membership. Here are some tips and suggestions to make board meetings run more smoothly and efficiently: Prepare and Stick to an Agenda Planning and conducting an effective board meeting starts with a good meeting agenda. The agenda is the “road map” of the meeting and is a useful and powerful tool to keep both board members and homeowners on topic and in control. In fact, the agenda must be part of the notice of a meeting which is given to the members. A good agenda will facilitate...

Protecting a Board Member’s Emails

Imagine this scenario: a person volunteers their time, and spends countless hours working for the betterment of their community. Many of these hours are late at night or on weekends. They and their fellow Board members exchange countless emails at all hours of the day. The emails are often sent from their work or personal computers or phones. One of the many decisions made by the Board is challenged by a member of the Association who files a lawsuit. In seeking to examine what discussion the Board members had with management or other Board members on the issue, the member’s attorney requests that the Association produce all correspondence related to the issue, and issues a subpoena to each Director requesting they produce all Association related emails. The Director has been using their personal email for Board business, or worse, their work email, in which case the subpoena went to their employer, who is now asking why the Board member was using their work email for personal matters. The employer is concerned that complying with the subpoena will expose private, trade secret information to outsiders, and they are not happy, to say the least. Not to mention the fact that use of a work email address for personal communication, such as Board business, will often violate the employer’s email policy and expose the Board member to potential discipline from the employer. The employer is also faced with having to decide between spending thousands of dollars to have the employer’s attorneys review the emails to identify the relevant emails to produce and redact any information not relevant to the subpoena, or to...