Can’t We All Just Get Along? When to Consider Implementing a Code of Conduct for a Board of Directors

The reading of a community association’s election results can be filled with mixed emotions ranging from anticipation, to worry, to excitement, but those members elected to the board of directors generally are eager and optimistic to make positive changes within their community.  Unfortunately, dealing with a multi-member board of directors can have significant challenges, and at times, members with vehemently opposing ideas and solutions.  Differences of opinion may lead to conflict, breakdowns in communication, or even a complete inability to communicate, all of which may be exacerbated when occurring at an open meeting in the presence of the membership.  A community association is a not for profit business and should operate as such; this point, however, is often lost given that board members are unit owners or homeowners and have strong personal ties to their unit or home.

When boards encounter difficulties maintaining order or interpersonal communication issues, board members are encouraged to remember they owe fiduciary obligations to the membership.  In the context of a Florida condominium, Section 718.111(1)(a), Florida Statutes, specifies, “The officers and directors of the association have a fiduciary relationship to the unit owners.”  These board obligations must be discharged “in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner he or she reasonably believes to be in the interests of the association.” Fla. Stat. § 718.111(1)(d).  A board member’s duty is to the condominium association members as a whole, which requires setting aside any personal motivations, views, or opinions by putting the association’s collective interests above their own.  A board member engaged in behaviors that are disruptive or impede the functions and operations of a board of directors to promote his or her person beliefs, rather than the common good of the membership, could be deemed a breach of the fiduciary duty owed to the membership and, of course, should be avoided.

Boards can proactively address existing difficulties in communications, or prevent them from occurring, by implementing a code of conduct.  A code of conduct can be an invaluable tool to promote the effective operations of a board of directors as it can establish acceptable and unacceptable methods of communications amongst the board members, including prohibiting personal insults, vulgarities, and the like, and set a reasonable standard for how the board will operate.  If your community association’s board of directors is experiencing friction, or if you would simply like to clarify the expectations for behavior and communications amongst the board, you should consider contacting Haber Law to aid in drafting a board member code of conduct to meet your community’s specific needs.