Board of Directors and Meetings
Nipping it in the Bud!
From the Spring 2016 issue of the CCI Toronto Condovoice Magazine.
Anxiety? Stress? Headaches? Shortness of Breath? What do these symptoms have in common besides making someone feel likely they want to crawl back into bed and close the blinds? Just knowing that you have your regularly scheduled Board Meeting coming up on the third Thursday every month is manageable; however, the on-going battle with an ineffective Board Member whose ego is rip-roaring to control every step of the meeting puts the Manager or fellow Board Members in escape mode. Let the battles begin!
Who can tolerate another Board Member raising their voice, speaking profanities, throwing tantrums, making all kinds of accusations and lobbing in a couple of derogatory comments? Certainly no one who is a volunteer Board Member and absolutely not if you are the Property Manager! No one should have to put up with this type of inappropriate behaviour. But we do! The important question is to ask is how to put an end to it?
One director's difficult behaviour can take a toll on the rest of the Board Members and the Manager. It typically has a profound effect on the entire Board, which will usually translate into ineffective decision making about the corporation's affairs.
We know that there are differing opinions and views and we know that everyone at the meeting should be permitted to be heard and their ideas be taken into consideration; however, if a particular Board Member continuously sabotages the meeting, then you should seek remedies to allow for an effective meeting to take place.
My past experience enables me to identify this type of behaviour, usually in early stages. If the Board Member is allowed to dominate meetings without "order in the court", then he or she will continue working the system in their favour, gaining strength and momentum at each meeting until it becomes unmanageable.
So, here are some general ideas to assist keeping order in the Board Room…
House rules should be set up to ensure everyone is following the same guidelines. It is helpful to have everyone acknowledge and agree to abide by them… to ensure that everyone is playing by the same rules.
The Chair should have the authority to conduct the meeting, ensuring it is civilized and runs smoothly. The Chair is put into that position to control the meeting and should follow the pre-arranged agenda. It can be helpful for new business to be provided in advance of the meeting, in writing, or, if agreed by the Board, stated for discussion at the beginning of the meeting. This will help set the stage, ensure regular business items on the agenda are adhered to and (hopefully) let the meeting proceed on reasonable timelines.
Each Board Member (new or existing) should sign the CCI Code of Ethics conduct form or equivalent codes that the Corporation's solicitor has recommended. Board Members should be familiar with the corporation's Declaration, By-Laws and Rules and Regulations, along with governance protocols of the corporation, such as policies for addressing regular occurrences.
The Board should ensure there is a level of professionalism (usually it is the Chair's position to translate this information) and respect when sharing opinions and making decisions. Each member has one vote and it should be remembered that voting is an acceptable method of decision making.
So what happens if a Board Member deviates from this method? This is not uncommon with some Boards, and it is appropriate for the Chair to advise the Board Member deviating from democracy to refer back to the protocols governing the operations of the condominium and perhaps encourage them to attend CCI educational sessions and seminars to become acquainted with condo governance.
What if the issue continues after several meetings? Nip it in the bud! Ignoring the issue tends to only make it worse, so addressing the concern directly with the disruptive director is key. A discussion that is designed to achieve a positive outcome is best, though in some instances Boards need to involve professionals – such as the Corporation's lawyer or a mediator – to get onto the same page and function effectively.
It is important to remember the phrase "principles above personalities". As Board Members, no one needs to like each other, hence principle above the personality. Not every vote needs to be unanimous and not everyone needs to be friends. When problems persist or escalate, in-fighting on a Board can lead to requests for resignation, others in the community being discouraged from getting involved themselves and everyone's time being wasted.
A condominium is a small community, and a Board's best interest is to run the community with harmony to ensure everyone has a great place for everyone to live. Animosity can affect the entire community if not nipped in the bud.
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