Board Discussions and Confidences

Published on: April 14, 2001

Let me focus this month on something which, if individual Board Members fail to do, will only result in a fracturing of a Community. What I’m referring to is failing to respect the confidences of the Board’s workings.

Often times an issue comes before a Board which has the potential for being, or already is, a controversial matter. In these situations different Board Members may have differing opinions. Only if each Board Member feels free to express their beliefs can the Board function properly. Thus, Board Members must respect one another’s views and not run back to some of their neighbors with comments like, “you can’t believe what so and so said.”

But you say, sometime ago you wrote that Board meetings should be open. So what does it matter since individual Owners could be present and hear for themselves. The answer is, that’s exactly the difference. It’s one thing for Unit Owners to be present to hear the Board’s open debate. It’s entirely another if, for instance, no one attends other than Board Members and the Members conduct themselves with full cognizance of this.

But, you say, what about the minutes. Here, too, the answer is relatively simple. Minutes should be a recording of what is decided, not what is said. If you want to have a transcript or a recording (in many practitioners’ views a bad idea), then do that and, again, let the minutes merely reflect what was decided. Beyond that, executive sessions must be respected. No Board Member should repeat what is discussed during executive sessions. To do so totally defeats their purpose and, in reality, constitutes a breach of duty by the disclosing Board Member.

For Boards to function effectively, their Members must feel free to openly and candidly express their opinions. Conduct as described above only defeats the reasonable expectations that every word uttered will not be repeated to others. Board Members must show to their colleagues the respect and confidence that would want shown to them. It is rare when all can agree on an issue. Hard, controversial decisions need not, however, create discord so long as each side shows respect to the other.