Property Management Professionals (PMP)

Board Member Best Practices

BOARD MEMBER BEST PRACTICES

June 2021

“Volunteers do not necessarily have the time; they just have the heart.”

Author: Elizabeth Andrew

As a volunteer Board Member, you have made a selfless decision to donate your valuable time for the betterment of your community and its residents. You are an inspiration to many, including our team at PMP, and you make our job as managing agent truly rewarding.

We understand your time is valuable and you take your role as a Board Member seriously. PMP is dedicated to providing our clients with the tools necessary to maximize your effectiveness as a Board Member. Based on our decades of experience as a leader in the common interest development industry, working alongside some extraordinarily talented and dedicated community volunteers, below is our list of the top 10 attributes of a truly successful Board Member.

1. Avoid Personal Agendas

As an elected Board Member, it is imperative that the decisions you make are for the betterment of the community as a whole, even if those decisions are contrary to your own self-interests. Work diligently to avoid real or perceived conflicts of interest and personal agendas. This is not always easy, but the role of a Board Member is to protect the value and integrity of the Association and its common areas, while at the same time acting within your authority to enforce the Association’s governing documents. Effective Board Members make a concerted effort to avoid personal or self-serving agendas at all costs. When in doubt, disclose any potential conflicts of interest and abstain from the vote.

2. Be Professional at All Times

Being professional, both in terms of your actions and your discourse, is essential and a key trait of a successful Board Member. Afterall, you’re a community leader and you owe it to your Association and its residents to conduct yourself in a professional manner at all times. Residents may challenge your decisions and may even engage in unbecoming discourse/behavior, but it is important to not engage, take the high road, and maintain your professional composure. Board Members may also passionately debate Association matters from time to time, but it is important to always keep it professional, avoiding personal attacks, name calling, and other behavior that may be considered overly aggressive. Each Board Member should be allowed equal time to voice their opinions and ask questions, but it should be understood and accepted that ultimately, majority rules. Once the votes are cast, the decision should be respected by all Board Members, even if they disagree. We recommend Boards adopt a Code Conduct Policy outlining the expectations for both Board Member and resident conduct, sharing the Code of Conduct with the membership regularly.

3. Avoid Getting Defensive

Never let them see you sweat. I know, easier said than done. Take it from me, it takes practice, but it is important to remain cool, calm, and collected even in the face of criticism. As mentioned previously, Board Members are community leaders, so it is imperative that Board Members set the example for the community, whether at a Board Meeting or on social media. Refrain from getting defensive, rather stick to the facts and try to deescalate issues that arise to achieve an amenable resolution. As opposed to taking feedback personally, view it as an opportunity to set expectations, address misunderstandings, or reflect how the Board could have done things differently to mitigate resident criticism.

4. Be Transparent

A common complaint we hear from residents is that they do not feel the Board is transparent. PMP Gateway, PMP’s exclusive online resident portal, is a great tool to ensure all general session meeting minutes, accepted financial statements, annual budget packages, annual third-party CPA mailers, and other important documents are made available to all owners to access and review at their convenience. I also recommend Boards send out a monthly or quarterly memorandum to the membership providing an overview of what the Association Board is working on, highlighting key accomplishments over the respective period. Keeping the PMP Gateway portal updated and disseminating a regular memorandum to the membership ensures those who are unable to attend Board Meetings are kept abreast of Association updates and Board decisions.

Additionally, a suggested best practice during Board Meetings to ensure attendees feel as though the Board is being transparent is for the Board to provide brief introductions and overviews of topics and discussions so that attendees feel engaged. For instance, if the Board is going to approve a new landscape contract in General Session, notify the attendees that the Board competitively bid out landscape maintenance, reviewed each bid in Executive Session as permitted by Civil Code, and ultimately selected the vendor they felt maximized value to the Association. This will play much better than simply voting on the new contract in General Session with little to no explanation to the members present and will highlight the Board’s commitment to transparency.

5. Prepare for Board Meetings in Advance

As a PMP Board Member, you should be receiving our exclusive, user-friendly Board Package either electronically or via hard copy at least 4 days in advance of your scheduled Board Meetings. It is important that Board Members review the Board Package in its entirety prior to the meeting, submitting any questions or requests for additional information to your Community Manager in advance of the meeting. This not only ensures you have the information necessary to make educated decisions at the meeting, but it also ensures meetings are streamlined and productive. Waiting until the meeting to address questions or request additional information is not nearly as effective as submitting the questions in advance of the meeting, allowing the Community Manager time to perform research as may be necessary to adequately address questions.

6. Differentiate Between Being a Resident and a Board Member

As a Board Member you wear multiple hats. You’re a Board Member, responsible for oversight and governance of the Association, but you’re also a resident, entitled to the same rights to privacy and community enjoyment as other residents. For your own sanity as well as effective governance, it is important to differentiate these two roles.

Remember that you are never not a Board Member. While you are actively serving on the Association Board, what you say or actions you take may be considered an official Board position, even when outside of Board Meetings. As such, it is important to avoid discussing anything that could be considered Association business outside of properly noticed Board Meetings where a quorum of the Board is present. This is also an important best practice to ensure your peaceful use and enjoyment of the community. For instance, if you are stopped at the mailboxes by a resident who would like to engage in Association related discussions, let them know that it is inappropriate for you to discuss Association related matters outside of a properly noticed Board Meeting and encourage them to contact management or attend the next meeting. Adopting this best practice will ensure your role as a Board Member does not take away from your right to quiet enjoyment of the community and its amenities, while at the same time avoiding allegations that something you said in passing represents an official Association/Board position.

7. Follow the Business Judgement Rule

Following the Business Judgement Rule (Corporations Code § 7231) mitigates personal liability to individual Board Members. Given the litigious nature of society these days, strictly adhering to the Business Judgement Rule is more important than ever. While following the Business Judgment Rule does not necessarily avoid someone suing the Association or individual Board Members, but it does ensure that the Association’s insurance carrier will pick up defense and that the individual Board Member(s) will not be held liable for decisions they make in their capacity as a Board Member, even if it is determined it was the wrong decision.

The Business Judgement Rule is straight forward, easy to understand, and a valuable guide to a diligent decision-making process. The rule states that so long as Board Members are acting pursuant to the parameters listed below, they will be protected from personal liability, even if it turns out they make a bad decision.

▪ Act in good faith;

▪ Act within their authority as a Board Member;

▪ Act in a manner which they believe to be in the best interest of the Association;

▪ Act with a duty of care, including reasonable inquiry, as an ordinary prudent person in a like position would act under similar circumstances; and

▪ Consult with and rely on experts as necessary.

8. Support Community Vendors

As previously mentioned, Board Members are community leaders and what better way to lead than by example. Community vendors, such as your management company, landscape vendor, and janitorial team should be viewed and treated as valuable community partners. It is important that Board Members treat vendor partners professionally at all times and make it clear to residents that mistreatment of community partners will not be tolerated. Working as a team, embracing positive reinforcement, and ensuring open lines of communication will yield a better end-product and a more productive working relationship. Your Community Manager, for instance, has the difficult task of enforcing the community rules, which some residents do not always appreciate. It is important that Board Members provide unwavering support for their Community Manager, signaling to residents that the Board supports their efforts.

9. Embrace Continuing Education

The role of a Board Member is not easy. Board Members are tasked with oversight and governance of large (often multimillion dollar) corporations, and in California the depth and breadth of laws governing common interest developments can be overwhelming. It is important that Board Members commit to continuing education to ensure they have tools and information necessary to make educated decisions.

PMP is committed to ensuring our Board Member clients have access to regular, on-going education, including monthly educational columns (like this one) as well as regular educational forums and one-on-one Board Member training. At PMP, Board Member education is always complimentary.

10. Hire A Professional, Accredited Management Company

While this may sound bias and self-serving coming from a community management company, the fact is not all management firms are created equal. There are thousands of Association management firms, but only a select handful exclusively manage residential Associations and are Accredited Association Management Company’s (AAMC) through the Community Association Institute (CAI), the national organization for common interest developments. PMP is proud to be an AAMC certified management firm. What this means for our Association clients is that we are experts in the field of common interest development management, providing unmatched support, guidance, and a suite of services exclusively focused on Association management.

Please keep these Board Member best practices in mind to aid you in your success as a diligent and effective Board Member and community leader. If you have any questions, feedback or other best practices you would like to share, please feel free to contact Brad Watson, President of PMP Management at bwatson@pmpmanage.com.

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