Upholding Your Fiduciary Duty Transparency is the Best Path for Boards

Being on the board of a co-op or condo is a big responsibility— one that shouldn’t be taken lightly. While some people may run for a board seat just to have the title, they need to be prepared to govern fairly and make decisions that are in the best interest of the community as a whole.

On Whose Authority?

Charles A. Perkins Jr., of Perkins & Anctil, PC, in Westford, Massachusetts, notes that condo boards derive their authority from the condo statute, the condominium documents, and case law. Every board member should read the bylaws carefully, because they are charged with the legal responsibility for knowing their contents and seeking legal advice in areas where they don’t.

“I find that it’s a small minority of boards that really go beyond their authority,” Perkins says. “Most know enough to ask, or the property manager will advise them to ask a lawyer” when they’re unsure about exercising their authority. “But I do find sometimes that boards tend to ignore the process; they don’t have rules of conduct for their meetings.

“For example, the chairman might say, ‘I’ve got three votes, the motion passes’ — without giving the minority member or members an opportunity for input. So contracts get approved without debate, budgets get passed without everybody weighing in on it, decisions on fines and other things are made without a full discussion.” And that’s when troubles begin.

Avoiding Conflict

Making solid, well-grounded decisions is essential for boards to fulfill their primary obligation, to follow a set of directives commonly known as “fiduciary duty.” These are decisions made on behalf of their fellow residents, made in good faith, and with the best interests of the community firmly in mind. Violating this duty can lead to legal consequences for boards and individual board members who stray.

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