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Q&A: Dealing With A Difficult Board Member

Q. We have a board that just doesn’t get along. I am the board president, and one of the other board members is a big bully. It’s really hard to deal with him, and I hear from contractors that he is nasty. He wants to run it all. No matter what I or others say, he overrides us. He didn’t show his true colors until recently, and it’s affecting the board’s ability to function. He has two more years to serve. What can we do?

                                      —Feeling Bullied

A. According to Mark A. Rosen, of-counsel at Schofield Law Group in Boston,  “Having a member of the board who is ‘difficult’ to deal with doesn’t have a ‘legal’ solution unless the Condominium Statute of your state has a provision that addresses ‘difficult’ board members (highly unlikely, and not in Massachusetts) and/or the condominium’s governing documents, in particular, the Declaration of Trust, bylaws or rules and regulations has such a provision (again, unlikely, although some condominium boards do have a Code of Conduct for Board Members and/or Unit Owners). 

“So, what can a board do to address a 'difficult' board member on the assumption there is no provision in the condominium’s documents they can rely upon?

“First, a board should consist of at least three members and depending on the size of the condominium, generally more likely five or more members (a recommended practice is to always have an odd number of board members).  Assuming there is a consensus among the ‘non-difficult’ board members, they should always be able to out-vote the ‘difficult’ member.  Whatever the issue/matter that is voted upon, the decision of the board should be in writing and communicated to all unit owners, vendors, contractors and other third-parties. In this regard, a vendor/contractor should be instructed not to take direction from a single board member and if any questions arise over a particular issue/matter, the vendor, contractor or third-party should seek guidance from the board president or the board’s designee.

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Comments

  • Another method that helps contain a dominant board member is to conduct all meetings according to Robert's Rules. I know, it sounds like a pain, but it can be very helpful in keeping control of meetings. Robert's long version is hundreds of pages, and you might want to keep one around as a reference book. Fortunately, there's an abridged version available for less than $5. You might consider buying copies for all the board members.