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?
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.
“Second, a board should consider a ‘training’ session where new board members are informed as to how the board functions and how its decisions are implemented. In this regard, adopting a Code of Conduct for board members may be a good idea. At such a training session, it should be emphasized that not all board members will agree with all decisions of the board, but decisions are made in the best interests of the community as a whole.
“Third, if the actions/conduct of the ‘difficult’ board member persist, all the other board members should consider confronting him/her in person in an informal setting such as a coffee, lunch, or dinner off the condominium’s premises. At such a meeting the ‘difficult’ board member should be advised of specific examples of his/her unacceptable behavior and how that has complicated the board’s decision on any specific issue/matter. As much as possible, the majority of the board should explain to the ‘difficult’ board member that decisions of the board are for the overall good of the community and not everyone will be happy with all the board’s decisions, but majority rules. Try not to make the conversation ‘personal’ or ‘confrontational,’ but explain it in terms of ‘for the good of the organization as a whole.’
“Fourth, try to listen to the ‘difficult’ member’s position/arguments and explain why they were not accepted as in the interest of the community as a whole. Refrain from ‘personality’ attacks.
“Finally, as ‘difficult’ as it may be, do not postpone or avoid a ‘difficult’ conversation with a ‘difficult’ board member. The productivity of the board will suffer, and matters will only get worse.”