How to Deal with a Lone Ranger Board Member

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By Mary M. Howell, Esq.

What do you do about a “director gone bad?” The director speaks abusively of fellow directors, disrupts Board meetings, repeatedly attempts to revisit issues already decided, discloses confidences, interferes with vendors… what can the rest of the Board do?

The Board’s options are limited, and there is very little statutory or case law to clarify what actions are permitted or prohibited.  Based on commentary (both California and from other states), the Board ought to be able to take the following actions, provided the director in question is given notice and a hearing before the discipline is imposed: private or public censure, removal from a particular office held by the director (such as president, vice-president, etc., but not from the Board, except in limited cases), or exclusion from executive session (where the director has disclosed confidential information).

If the bylaws include a provision making compliance with a stated code of ethics part of a director’s qualifications to serve, the Board may (after notice and hearing and a decision that the director is in violation of such a code) declare that director’s position vacant (that is, remove the director from the Board by Board action alone.)

The members of the association (as opposed to the Board) may recall the director in question (but beware, most attempted recalls are not successful, and if the director has any following within the community, a failed attempt to remove the director can severely divide the community.)

Sometimes the director’s misdeeds can be cured by other means. If a director interferes with vendors, for example, inform the vendors specifically to disregard the director. If the director continues to harass or interfere with vendors, the association might be able to obtain a court order requiring the director to stop interfering. Such an order is enforceable by contempt proceedings.

And, if the issue is disclosure of confidential information, or dissemination of false information, the association may also be able to obtain a court order prohibiting the director from repeating the offense (this is problematic, because the court will usually frame its very narrow order only to prohibit something the director has done in the past, rather than issuing an open-ended prohibition on similar remarks and misinformation).

If the director disrupts Board meetings, consult the rules of parliamentary procedure. The Board should be able to declare the director “out of order” if the Board has adopted rules governing decorum within board meetings. Roberts’ Rules, for example, state that the speaker must confine remarks to the motion under consideration, refrain from attacking another member’s motives, and refrain from speaking adversely on a prior motion. Roberts’ goes on to add that during debate, no member should be permitted to disturb the assembly (such as by whispering to others, or physically disrupting the meeting). In the absence of specific rules prohibiting disruption, consider making a motion to recess the meeting (not adjourn), get a second on the motion, get the Board vote, and then recess for a limited period of time to allow for restoration of order to the proceedings.