Our Clients Ask Us: Disruptive Board Members

Q: One of our board members is constantly arguing with us, making it nearly impossible for us to conduct business at our meetings. In addition, we suspect that this person is disclosing information from executive sessions to non-board members in the Association. Is there anything we can do?

A: Probably. First, take a look at the root of the issue. Is the person just trying to cause trouble, or are they strongly taking a position based on what he/she believes is in the best interest of the Association? The Board has multiple members for a reason, which includes the advantage of differing perspectives on issues.

If the person is truly so disruptive that removal may be necessary, look to the governing documents. Some provide that the Board may remove a member by vote, others require that a vote of the full membership be taken. We would be happy to provide an opinion of what removal requires based on the governing documents for your Association and applicable law.

Regarding disclosure of confidential information, ensure that you address the issue with the member directly. In fact, it is better, at the outset of each board member term, to require that each board member sign a Code of Ethics, explaining the confidentiality requirements and fiduciary obligations of the board members. This should help alleviate issues down the road.

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