Dealing with a Few Bad Apples Problem Board Members

Dealing with a Few Bad Apples

Reality television has made an industry out of putting people in challenging or high-stress situations, sitting back, and letting the “unscripted” drama play out. Shows like “The Apprentice” and “Survivor” drew weekly audiences of millions with heavy doses of intrigue, skullduggery, and backstabbing among contestants, who often seem to have been cast purely for their childish, petty, argumentative tendencies.

Impossible people might be fun to watch on television (where other people have to deal with them), but they’re far less amusing in person—especially if you’re serving on your building’s board with them. While most board members are hard-working, cooperative people, occasionally you’ll have a board member who makes the whole process extremely difficult. What then? After all, board members are volunteers—people who give up some of their free time to devote to the upkeep and responsibilities of the building. They each come with a personality and opinions. How can you deal with someone whose primary goal in life seems to be making you and your boards’ life miserable?

Portraits of Problems

“Serving ona board of directorsis a responsibilityand privilegethat must be undertaken and performed with the highest level of personal integrity and corporate accountability,” says Edward Andron, vice president and director of management at Leebar Management Corp. in Manhattan. “Each member of the board and each corporate officer must act with the best interests of the corporation as a goal.”

Each board member must also follow the building’s rules —the bylaws, the proprietary lease and the house rules. If there is an issue that arises that isn’t covered in these documents, it doesn’t mean that the board member can do what he or she chooses.

Take the board member that overuses their power, for example. Laura Ward, a former condo owner in Marietta, Georgia, says her association once had a board member that nit-picked everything and allowed absolutely no room for leeway.

“For example,” she says, “my next door neighbor decided to put a [decorative] glass storm door at his front door. He went to great lengths to ensure that it was white like the trim on the units, and even found one that had a French door effect that looked like several different panes matching the windows that were on every unit. Our infamous board member decided it was against policy and made him remove it only to be replaced with one that had no decoration.”

In one Cincinnati development, one anonymous condominium owner told her tale of woe when her development’s president and treasurer convinced other board members that he could handle the responsibilities sans any help from the other members. In addition to various strange security incidents that took place on the property, the condo owners firmly believed that the president failed to pay his own management fees or show paperwork that proved the management fees were paid. These were clear violations of bylaws that required that this paperwork be shown when requested.

For the last five years, Christine White (who asked that we not mention her location) has been on an association board that manages almost 1,600 homes. In her experience, she classifies “bad” board members such as those with their own system for how the HOA should be run.

“There are the WIIFMs (What’s in it for me’s) and the Idiots,” says White. “The WIIFMs get on the boards because they have an axe to grind or a pet issue they want to promote. The idiots either get roped into it by some well-meaning neighbor, or they THINK they know everything and actually know nothing.Both are equally bad. To be a good board member, you have to be able to set your personal biases aside, be willing to learn and listen, and think about the good of the whole community. Many folks find that very difficult.”

Meredith Gardner, Ph.D., a behavioral psychologist and president of The Strategic Edge in Manhattan, agrees that board members come to the table with their own personalities and, sometimes, their own agendas.

“There’s the self-righteous know-it-all, black-or-white communication style person who looks for everything that’s wrong,” says Gardner, who has also sat on her building’s co-op board at one time.” The building is seen through a glass half-empty. No one or anything is good enough. There’s the perfectionist—a controlling, intimidating, retaliating, volatile person. There’s the bossy type and there’s the pushy recognition hungry person who wants all the attention. They’ll produce results at all costs.”

Board Behavior

Andron explains that good judgment and respect for other board members (and shareholders), is just as important as financial acumen and critical analysis of corporate finances.

“A director that cannot work with the other members of the board on a regular basisand, to the contrary, antagonizes and frustrates the efforts and actions of the other members should not serve or be re-elected,” he says. “In addition, personal information conveyed to or discussed by the board in furtherance of their work and efforts on behalf of the coop and its shareholders should not be made public. A breach of confidentiality with respect to one shareholder is a breach that affects all shareholders and weakens the legitimate authority of board to carry out its mandate of operating the building fairly and with concern for the privacy of its shareholders.”

He also explains that not only must directors act fairly and reasonably with the other members of the board; they must also treat the employees and managing agent with a high level of professionalism and responsibility.

“Publicly criticizing staff members in a mocking manner,[and treating] the managing agentas a glorified janitor and rent collectoris clearly a violation of even the most minimum requirement of courtesy and fair dealing,” he says.

How to Deal?

So, what do you do if one of your board members falls into these categories and you want them removed? Well, if you were Donald Trump on “The Apprentice,” you can simply utter the words, “You’re Fired” (don’t forget to point your finger!) and out they go. Unfortunately, Hollywood is far removed from the land of co-op and condominium living, but there are bylaws in place that will dictate exactly how the removal of bad board members needs to be handled.

“If you need help, the property managers are the first line of defense,” says Mark M. Wiechnik, an associate with the Lawrenceville-based law firm of Stark & Stark. Wiechnik adds that a property manager might be able to subdue the situation, but, if that doesn’t work, in most cases, the bylaws state that getting them out is done the same way they got in—by vote at the annual shareholder election.

Associations can also call a special election too during the year. “Every building is different, but the removal of the board member is usually done by majority vote,” Wiechnik continues. “Members can call a special meeting to remove a board member and the board member can explain themselves at the meeting.”

An anonymous New Jersey condo owner did just that when she wanted to get rid of the board president. “I’d only lived there a short time, but had had enough and secretly gathered the residents and kicked him [and his management company] out at the annual meeting,” she says. “It was a pleasure to remove him from office!”

To remove her board member, Laura Ward’s association got a little creative. At holiday time, the board member was adamant that all units should only display white lights for uniformity. After checking the covenant and determining there were no laws about holiday lights, the frustrated board members responded by putting up as many colored light decorations as they could.

“It actually was a really fun time decorating that year because we just all went crazy,” Ward says. “Best of all, her next door neighbor found colored lights that not only flashed, blinked, and strobed, but played carols right along with it,” she explains. The board member removed herself from another term at the annual meeting.

Once a bad board member is voted off the board, it’s time to repair the damage and drama that the board member’s exit might have caused. “It depends on what the board member did, but you should just try to get back to normalcy—following the co-op and condo documents and trying to do whatever it takes,” says Wiechnik. “If it’s financial—say they were taking money that was supposed to be used to pay off contractors—that’s a little bit different, but just try to do the best you can.”

The good news, Wiechnik says, is that having a bad board member really doesn’t happen that often. Odds are, shareholders or owners that are difficult to deal with in day-to-day life, are not going to suddenly become team players when elected to the board. Perhaps, the best advice is to vote carefully. After all, not electing board members in the first place, is a lot easier than having to get rid of them.

Lisa Iannucci is a freelance writer living in Poughkeepsie, New York.

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  • I am a homeowner at Bolero at Rancho Dey Rey, located in the city of Chula Vista, CA. This is a condo complex, and the management is N.N.Jaeschke, Inc., office located in San Diego. A lot of residents wonder why a member on the HOA board is allowed to exclusively (the same car is always parked there) park in the only handicapped space, up by our pool. Our CC&R's state for three bedroom condo, with a 2 car garage, there are no assigned spaces outside the garage. What gives this owner the right to park there? Does he have some exception from the city? There are many handicapped people in the complex. Our CC&R's do not specifically state what that handicapped space is used for. We live in a gated, private property. However, the city of Chula Vista is responsible for repairing and maintenance of the streets inside the complex. They actually own the streets inside our complex. I am handicapped, and sometimes I am in too much pain to walk up the hill to go into the hot tub, so I want to drive up and park in the only handicapped space which is located by the pool. I could get an M.D. Rx stating this, if I wanted too. Is there anything I can do legally? A board member is supposed to fulfill the needs of all residents, and not the special interests of a single individual. If not a legal matter, certainly a conflict of interest, morally wrong, and not ethical. And, the sentiment of residents is that they fear retaliation by this board member. Please help.
  • I would like to know how to remedy an ongoing situation. There are 4 board members; however, only 2 are actually "serving" the membership because the others are not willing to do ANYTHING! What the ----! They simply want to be "Members At Large". I would like to impress upon them that they are either willing to help on the board, by taking over one of the assigned positions or get off the board. At this point I feel that the only reason they want to be on the board is so that they can say they are and to, perhaps, see what's going on and pass on the information to their selected few "friends", which really burns me up - for obvious reasons...I do not feel they should be privy to ongoing board discussions because some of what is discussed in closed sessions is private information as it relates to some members and if action needs to be taken it would not be fair to divulge it to the entire membership. Am I wrong?
  • Does a Privately Owned Country Club in The State of Florida, & mandates that Condominium Owners Be Members, have to supply their financial records to members.