Sometimes, board members don’t follow the rules. A board member might speak out of turn at meetings or dominate the floor; might take actions without consulting other board members or in direct conflict with a board decision; or might even hide or steal association records or funds. Sometimes a board member puts his or her personal agenda ahead of the needs and priorities of the association. These types of situations involve what we refer to as “rogue” board members. What can be done about them?
One way to curtail rogue behavior at board meetings is to have rules, and stick to them. Robert’s Rules of Order is the “gold standard” for a set of rules that works in meetings of all types of organizations, and many COAs and HOAs use it. Or, your community can adopt or create a different set of rules. You can read our blog post Robert’s Rules of Order for more information about having a set of rules and why they are a great tool to keep order in meetings. But in addition to agreeing to abide by the rules, the board needs to be firm in enforcing them, or they will not help. The board’s President (who is responsible for running the meetings) must be prepared to speak up and make sure everyone follows the rules.
It is also important that all board members understand that they must act on behalf of the association in their role as a director, and not in their own (or anyone else’s) personal interest. Every board member needs to be aware that they have a legal obligation to their association, and that they can face litigation and even personal liability if they seriously neglect their duties through rogue behavior. It might be a good idea to have your board meet with your association’s attorney to get a clear understanding of their rights and obligations under the applicable laws.
When all else fails, the association’s members can act to remove a rogue director. RCW 64.34.308(8) provides that the unit owners of a New Act condo can remove any board member (unless appointed by the declarant) with or without cause by a two-thirds vote. (There is no similar provision in the Old Act, but if an Old Act condo is incorporated as a nonprofit, see RCW 24.03.103 or RCW 24.06.130.) RCW 64.38.025(5) provides that the owners in an HOA may, by a majority vote, remove a director with or without cause.
Rogue board members aren’t just exasperating; they can also cause serious legal problems for a community. Improper board actions can cause financial harm to the association, create numerous kinds of liability for the association, or even lead to a lawsuit against the board itself. If you are dealing with “rogue” board member(s) in your association, take action and consider consulting with an attorney to understand your options.