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Certain Conduct Expected of Board (Board Member Oath)

by Jordan I. Shifrin

Daily Herald, January 2000

There are numerous authorities in books, treatises and articles on board of director liability. Many seminars are available and professionals in the multi-housing industry spend a great deal of time educating board members on their risks and potential for liability. Nowhere, however, is it written as to how board members should conduct themselves, either in their day-to-day dealings with association members or at meetings. As we know, board members come and go and the process starts all over again with no continuity. I have taken into consideration a number of problems which I see that can be summarized in a hypothetical board member’s oath of office.

The following should be required of every director of an association:

  • I will attend as many meetings as possible and prepare in advance by reviewing all materials.
  • I understand that if I miss 3 consecutive meetings without good cause, the Board can declare my seat vacant and appoint another owner to complete my term of office.
  • I will avoid self-dealing and I will place the Association’s interests above my own personal agenda.
  • I will cooperate with the other directors and follow the rules of decorum and parliamentary procedure for every meeting, and act in a courteous and civil manner toward my fellow directors, homeowners, employees and contractors of the Association.
  • I will not divulge confidences or sensitive information to non-directors.
  • I will not attempt to micro-manage or interfere with the management of the Association or the performance of Association contractors.
  • I will always act within the scope of my authority as a director/officer and in the best interests of the Association.
  • I understand that no officer or director has any authority to act independently and that all Board member responsibilities are a direct result of the approval of the Board.
  • I understand that I am the director of a not-for-profit corporation and I will not directly intervene in any homeowner disputes.
  • I shall at all times obey the rules of the Association, even if I disagree with them, and shall remain current in the payment of all fees and expenses charged by the Association.
  • I will not make public statements without the express authority of the Board.
  • I recognize that I am a fiduciary on behalf of all owners and in all decision-making by the Board I will attempt to use sound business judgment.
  • I will be sensitive to individual differences, respectful of dissenting opinions and cooperative in implementing the will of the majority of the Board.
  • I will at all times make a full disclosure of any potential conflict of interest, refrain or abstain from voting on any issues that I have a direct economical benefit and at all times avoid even the appearance of impropriety.

In the event that I cannot faithfully fulfill my duties as a director or officer, I shall submit my resignation from the Board. In the event I violate any of these provisions of my oath of office, I understand that I can be suspended or removed from my duties as a director and/or officer.

As you can see, if all directors and officers obeyed these precepts, applying civility and common sense to sound business thinking, associations could run a lot smoother.