This past year has brought out divisiveness and discord at all levels of governance, including community associations. Although emotions always seem to run particularly high, community associations have been filled with neighbors with differing values, preferences, and opinions as to how the association should be run and maintained.
Even pre-COVID, association governance could become intensely personal. The board makes tough decisions that impact members’ property values, enjoyment of the property, and quality of life. This makes communicating in a civil manner a requirement of living in a community association, especially in associations with shared amenities and with members residing in close proximity to one another.
When communications disintegrate and a lack of civility becomes the standard in a community, emotions, interruptions, and personal attacks can overshadow fundamental business and operational decisions. These meetings and communications are unproductive and can leave all involved with a distaste for the community or board members, which may lead to good directors no longer wanting to remain on the board or cause good staff to leave.
This also takes time and resources away from the necessary operation of the community to resolve interpersonal conflicts between members, directors, and/or staff. Maintaining civility in association communications, both spoken and written, can go a long way in solving practical problems and resolving disputes. This includes emails and social media, which have made it easy to send or forward regrettably uncivil communications.
Disagreements are bound to happen in any community association, and striving for unanimity from members on issues is not the aim. In the majority of cases, board directors, members, and management all want what is best for the community but may disagree on the approach.
A civil and business-like approach to association communications and decisions can allow members to respectfully voice their disagreements, while also understanding that the board may need to make difficult decisions they do not like or agree with.
The board should have the ability to inform members what behaviors, such as personal attacks, are unacceptable. This applies to communications between board members as well. Directors should be ready to address poor behavior from another director if the need arises.
Some communities have implemented a board member code of conduct within their governing documents to set a standard for civility. Such a code can help set rules and guidelines for interactions between directors, and with members, management, staff, and contractors. This language can also help set reasonable expectations as to how directors must conduct themselves when it comes to maintaining the privileged nature of communications, disclosing potential conflicts of interest, and setting aside personal agendas.
This helps directors better understand how to fulfill their fiduciary duties and helps members have more confidence that directors are conducting themselves in the best interest of the community as a whole. Association counsel can assist in drafting this language to best fit the needs of your community.
Implementing reasonable rules governing meeting conduct can also be helpful to ensure that meetings are conducted in a productive, business-like manner. Members have a right to attend board meetings and a right to speak on agenda items at the meetings.
The association can adopt written reasonable rules governing the frequency, duration, and manner of unit owner statements. The board can emphasize that these rules are not to limit owners’ right to speak but rather so that all may have an opportunity to be heard and ask their questions. Where issues may turn contentious or difficult decisions need to be made, association counsel can attend and assist the board in conducting the meeting.
At the end of the day, the board members have a fiduciary duty to the members of the association, which means they must act in the best interest of the association as a whole, act in good faith, and avoid conflicts of interest. When directors are newly elected, they must certify in writing that they will work to uphold the association’s governing documents and policies to the best of their ability and will faithfully discharge their fiduciary responsibility to the association’s members.
Whether or not a code of conduct is in place in the community, these are mandatory responsibilities of any director sitting on the board of a community association. These responsibilities also mean that the board will have to make tough decisions, which will not necessarily be popular with members, but that are beneficial to the community as a whole. Maintaining civility throughout this sometimes-difficult process will go a long way in enhancing the members’ respect for the board members and the board members respect for each other and the members.
To read the original FCAP Managers Report article, please click here.
Karyan San Martano is a member of Becker’s Community Association practice and regularly provides legal counseling to the officers and directors, as well as the property manager, on the operation of condominiums, cooperatives, and homeowners associations. To learn more about Karyan, please click here.