Our firm represents the Association as the corporate entity. Our client is the corporation. The elected Board of Directors or Board of Trustees make decisions on behalf of the Association (the corporation) in the form of voting, which directs the manner in which we represent the Association.
The Association’s attorney does not represent the individual Board Members. The Board acts as the decision making body under the governing documents of the Association to seek and obtain the legal advice of counsel. The Association is run by the entire Board as one body and the attorney represents the Association, so the attorney has a duty to the Board as a whole, not to any individual Board member.
The attorney cannot keep any communications with one or more Board Members confidential from the other Board Members. Many of your governing documents provide that the Board Members will be indemnified for legal expenses. In certain cases, we may end up representing you individually. In a lawsuit if the Association and you, individually, as Board Members, are sued, but that is the exception rather than the rule.
The Association’s attorney also does not represent the individual members of the Association. The attorney can only work for the Association if the requested work was approved by the Board as a whole on behalf of the corporate entity.
The inquiry recently came up: If I hired an attorney to help me get elected to the Board, can I ask the Association to reimburse me for that? The answer is no, that would be an improper expenditure of Association funds. Unless ordered to do so in Court due to a lawsuit (for example, for breach of fiduciary duty against the individual Board Members,) members, before they become Board Members, cannot ask for a reimbursement of attorney fees. Similarly, if a Board member wanted to hire an attorney to represent him/her individually, in addition to the Association’s attorney, the bill would be on him/her personally, rather than on the Association.
The Association attorneys also do not represent your property manager or Management Company just because they represent the Association. The managers and attorneys work together on behalf of the Association, but are not affiliated with one another.
Again, there may be indemnification provisions in the management contract, at which point we might temporarily represent your property manager if the Association is sued, but this is the exception rather than the rule.
The Board independently chooses both the Association’s attorneys and property managers after careful consideration. The property manager cannot require the Association to hire a particular attorney, just as we cannot require an Association we represent to hire a certain property manager. Although both the attorneys and property managers may make recommendations, it is for the Board to determine who is the correct fit for the Association and its best interests.