Going Rogue: One Board Member Does Not Run the Board

Having a leader on your board is certainly a benefit to the Association.  All boards need someone who takes the lead and gets things done.  A good leader ensures that the board functions properly and that decisions are made by a consensus of the group. 

A rogue board member is not a leader, but instead someone who insists on total control, makes decisions independently, and ignores the input of others.

Dealing with a rogue board member can create friction and dysfunction within the group.  Often, the actions of the rogue board member can be based on his or her own personal agenda and no longer to serve the betterment of the association.

While many rogue board members truly feel like their way of doing things is the best way, the fact of the matter is that no one board member runs the board.  A board is compromised of multiple owners in order to get a consensus on association issues.  Every board member plays an important role and brings his or her own thoughts and experiences to the discussion.

A rogue board member could be mistaken for a well-intentioned leader.  Here are some signs to help you spot whether a board member is taking too much control:

Making enforcement decisions without the input and decision of the full board;

• Disciplining staff without the input and decision of the full board;
• Canceling contracts without the input and decision of the full board;
• Hiring vendors without the input and decision of the full board; and
• Authorizing litigation without the input and decision of the full board.

The common theme is acting without the input and decision of the full board.  Just like every member of a team makes up the team, every member of the board makes up the board.  No one board member can make decisions for the association.

Dealing with a rogue board member can be tricky.  Many times, a board member’s leadership is very important to a well-functioning board.  Discouraging an individual from taking the lead could be detrimental to the board as a whole. 

However, other board members cannot sit back and let a rogue board member act without authority.  Such inaction could set the association up for potential litigation.

Here are some suggested steps to take to deal with a rogue board member:

• Talk to the rogue board member—remind him or her, in a non-confrontational way, that their leadership is appreciated but that his or her ideas must be shared with the entire board; and approved, before being implemented.
• Hold an executive session—if an informal reminder of the board member’s role is not taken seriously, the board may need to call an executive meeting to discuss the situation and set parameters for the rogue board member.  Prohibiting the board member from taking independent action on the corporate record may be necessary if litigation ensures.
• Remove the board member—as a worst-case scenario, it may be beneficial for the board and the association to move on without the rogue member.  While the board will be losing someone who probably does most of the heavy lifting, it will be restoring order and governance to the board, which will make a better environment going forward.

If you think you have a rogue board member, do not hesitate to contact our office for our opinion and direction on the matter.

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