How do you identify this individual and what can you do about it?
There appear to be two main types of rogues, each of which has their own unique characteristics and goals:
- the well-intentioned, but misguided individual
- a self-interested or bad intentioned individual.
The well-intentioned rogue is the more common of the two. They typically join the board for the right reasons and typically have a legitimate desire to improve things in general. The problem is, they may not always be right. Unfortunately, these individuals generally tend to have a domineering personality.
The self-interested rogue generally wants to get on the board to further his or her own agenda. This type of rogue often thinks that the office of director entitles him or her to certain perks which often includes the ability to disregard association governing documents. This type of director will often make decisions based upon how proposed actions personally impacts them as opposed to whether or not is that it is the best thing for the Association. This type of rogue is also generally going against those laws and conventions that state that board members are required to act honestly in good faith in managing the Association on behalf of the owners.
Rogue directors are typically not concerned about the democratic process nor the interest of their fellow board members. Their view of the world is that opposing points of views are simply obstacles to be overcome in their quest for achieving their own goal - what is “right.”
One of the major concerns about rogue directors is that they often divulge confidential information to others. While board of director meetings are open to the membership and duly recorded, executive meetings of the board are not open to the membership and are to be held in the strict confidence of the board. It is in executive sessions that personnel matters, contract matters, and potential legal matters are discussed. Disclosure of any of these items can have a dramatic impact upon the Association. Disclosure of confidential information is contrary to conventional board practices.
The most visible aspect of a rogue director’s behavior is in the conduct of meetings, where they are often disruptive or disrespectful of other directors or members. By virtue of their domineering personalities they attempt to monopolize meetings and obsess over specific issues that are important to them. It appears that many rogues believe that the end justifies the means, and so they often attempt to bully other board members in hopes of achieving a majority vote on a particular issue.
What can the manager or other board members do to counteract this inappropriate activity? Unfortunately, the law doesn't seem to provide much help and protection against rogues. A continuing theme that many in the industry profess is that appropriate education about the board members role, duties and responsibilities will help in this process. It appears that such education may help prospective board members, but is generally not going to provide any significant assistance in controlling the domineering personality who already believes that he or she knows what is right and does not need the education.
So what else can you do?
- Try to resolve conflicts informally by speaking one-on-one with the rogue board member
- see if you're bylaws permit removal of a director for inappropriate activity
- make sure that the Board of Directors abides by a set of rules such as Roberts Rules of Order, in the conduct of its meetings
- adopt a directors code of conduct and code of ethics
- consider amending the associations bylaws to include a provision for the disqualification of directors
In my opinion the Association represents an example of democracy at the grassroots level. For instance, where else can you get a few dozen of your neighbors to go along with you and actually achieve meaningful change that has a direct impact on you and your neighbors? You certainly cannot achieve that with any level of government. But you can achieve it within your own homeowners Association. What this all boils down to is that the directors are obligated to work in the best interests of the members and the members can make their desires known to the board very easily. This simply means working together to achieve a common goal. But, not everybody is going to agree; this is a case of majority rule.
