Whether it’s due to a failure to work within their designated role, a pattern of inappropriate behavior, or a tendency of micromanaging, board members may overstep the boundaries that are expected of them. In the case where a board member’s malpractices interfere with the job of a manager, what authority does the manager have? Which actions may he or she take?
To explore the proper practices in cases such as these, we spoke with Mila S. McDonough, the president at Diversified Property Management, Inc. and Gail C. Page, the executive vice president at Diversified Property Management, Inc. — which is based in Galloway, New Jersey.
The first step to avoid potential conflict between a manager and a board member is to carefully outline each party’s responsibilities, ensuring that these responsibilities are explicit in the association’s bylaws. “The manager should provide the board with an outline of the manager’s role versus the role of each board member. Once the outline is reviewed and approved by the board, then it is up to both the manager and board members to follow this guideline,” explained McDonough and Page. “Having a board and manager approved outline of duties and responsibilities should resolve many issues.”
Despite governing documents, a board member may still fail to work within their designated role, or begin to overstep boundaries.
A manager should regularly “utilize the section of the bylaws which outline the powers and duties of the board to direct board members in their role,” according to McDonough and Page. While they explained, “It is the manager’s role to guide the board regarding all matters pertaining to the daily operations of the community,” McDonough also warned that managers may have “no discretionary authority” to discipline board members.
In the case that a board member is behaving in a difficult or demanding manner, or trying to supervise the work of the property manager, the manager should report to the president of the board, “who is typically the primary contact between the board and the manager,” according to McDonough and Page. “It is important that the manager remind the other board members to work through the board president, so that they are kept up to date with any concerns or observations.”
“In order to make sure that there are no conflicting directions being provided to the manager, it is important that the board determine who will be the member providing direction to the manager. And again, in most cases, it is the board president,” added McDonough and Page.
McDonough noted that it is typically up to the president of the board and the association’s attorney, not the manager, to ensure that board members act properly.
In regards to an overstepping board member, a manager should not seek out the assistance of the association’s attorney without the authorization of the board liaison, according to McDonough and Page. “The association attorney works for the association, while the manager is typically assigned by a management company who has their own separate legal counsel.”
In the case of conflict, McDonough did not recommend that a manager get into a one-on-one confrontation with an individual board member. “I believe that the manager should be discussing any conflict issues with the president of the board,” she said.
According to McDonough, during a meeting, “It is proper protocol for the president of the board — [not a manager] — to run the meeting and make sure that board members are not speaking out of turn.”
In addition to specifying roles in governing documents and reporting any issues to the president of the board, a manager may also recommend that a seminar be conducted — which may offer a board member additional information regarding their responsibilities.
“A manager may also recommend that board members obtain a copy of “Robert’s Rules of Order” to further explain their role as a member of the association board, and recommend the community join CAI to obtain additional information on the role of board members,” McDonough and Page added.
At the end of the day, “A manager may not always get along well with the individual personalities of a board,” said McDonough, who also noted that a manager may always request to be reassigned.