Real Estate & Property Law

What Do You Do About Board Infighting?

Board infighting is disastrous. And it usually occurs because board members let emotions prevail over good sense. This is a message I sent to a board today that constitutes the leadership of an association client of mine (for more than 10 years). I kid you not when I say this (board infighting) seems to be a fairly common problem. This was my message:

"I received 3 emails today from board members asking me to "go forward" with a project of some kind, all emails were different, and one had a set of minutes attached. Neither the emails nor the minutes were clear on what the message was. This uncoordinated approach indicates to me that there is considerable confusion and more going among board members. There are two projects on the table that have been discussed and for which I provided estimates over a month ago. I feel the need to clarify things for the board and management, in order to assist you in moving them off your table and on to mine, if that is your wish. Clarity and business-like approaches to association matters are the keys here to your future success.

It is hard for me to tell from your emails just what the problem is, and what it is that you want me to do. The meetings minutes reflect more than anyone needs to know about comments and derogatory remarks being slung about by each board member about another, and less than I need to know about what motions were passed relating to the work that needs to be done. No one seems to agree with anyone else. To be clear about the proposals that are on the table:"

[I then explained the projects, the cost estimates, and gave the Board blanks to check as to specific projects that the board was authorizing and provided a date and signature blank for the person authorized to give me direction and authority for the projects.]

And then I could not resist (maybe its the mother in me, or the desire to see everyone get along, or the mediator, meditator or problem solving attorney/counselor in me) to go on with a bit of a lecture:

"I will tell you all this. I see a lot of discussion here exhibiting personal frustration and things that do not need to be presented to each other or to me - and that is the discussion about why each of you feels the way you do - family issues, illnesses, stress, history, and what you think the other board members are suffering from, etc. I think at this point it would be wise to just agree that you do not all agree on processes, procedures, or the history or the future of the Board and association. Then you can just get down to business in a more business-like manner. That means raise proposals or issues without the explanatory "fluff", discuss them as if you were sitting at a corporate table, or if another visualization is better, as if a judge or decision making body were reading your emails (they do not like the fluff or emotional positioning when it comes to decision making, and every email is probably discoverable in a court of law).

Do not think that you can make decisions over the email either, it is not acceptable. Business has to be done at meetings. You all have to be civilized, follow parliamentary procedure, raise motions, discuss them, define them and vote on them. Majority rules when it comes to board decisions. I wonder if you need a "referee" for the meetings? I imagine that you may be putting undue pressure on management to "referee" when that is not his job. If you get to the point where you cannot hold a civilized meeting, either business will come to a halt or you could wind up in a serious situation, maybe even litigation. That is costly, so the best thing to do is to get down to business and help me help you all. I intend to remain objective and neutral in all things, and will not take sides. I will provide advice based on what the law says and what practically is good for the association and its members, not any individual board member.Your comments and criticisms of each other are unnecessary. To quote a famous detective: 'Just the facts m'am.' That's all I need.

I see you all as a "body" that needs to function more efficiently to get business done. I hope this message not only clarifies what is on the table, but also gives you the shot in the arm that you need to move forward and get business done in a rational, pragmatic fashion. I trust you will pass this message on to those board members who do not have email."

Maybe I went a bit overboard, but the point needs to be made. Board infighting is a cancer that needs a cure. Help should be sought if your association board suffers from this serious condition.

Full post as published by California Condo & HOA Law on December 20, 2007 (boomark / email).