Have you ever dealt with a bullying or disruptive board member? Sometimes referred to as a “rogue”, this director can arise almost unsuspectingly, wreaking havoc on board meetings and threatening the effective and efficient business of your condo corporation. Sound too dramatic?
When you put 3, 5, 7 (or more) neighbours together, give them a multi-million dollar budget, and ask them to manage a condominium for the common good, you’re bound to get some high quality drama.
The Oxford dictionary defines “rogue” as:
- an elephant or other large wild animal living apart from the herd and having savage or destructive tendencies;
- a person or thing that behaves in an aberrant or unpredictable way, typically with damaging or dangerous effects.
Just like a rogue elephant, if left untamed, rogue board members can be damaging and destructive for a Corporation. There are two main breeds of rogues, each with unique characteristics and goals:
- The self-interested or nefariously-intentioned one; and
- The well-intentioned, albeit misguided one.
The Self-Interested Rogue
Some people seek election to the board primarily to further their own interests or the interests of their close friends. This type of rogue often thinks that the “director” title comes with perks and a sense of entitlement, including the ability to disregard the Corporation’s governing documents. We have seen board members who repeatedly park in visitor parking spaces, who have pets that are in contravention of the declaration or rules, and who make decisions based solely on how those decisions will personally impact them as a unit owner.
A board member with his or her own self-centred agenda is typically in direct contravention of the Condominium Act (the “Act”), as board members must act honestly and in good faith in managing the property and assets on behalf of all of the owners.
The Well-Intentioned Rogue
The more common breed of rogue joins the board for all of the right reasons and has a legitimate desire to improve the Corporation. Unfortunately, the well-intentioned rogue poses some particularly interesting problems, especially when combined with a domineering personality.
Firstly, the rogue may have little appreciation or concern for democratic process. The will of the majority of the board becomes merely an obstacle to overcome.
Secondly, the rogue may divulge confidential information to others. In many cases, this is to gain support for the rogue’s position on a particular issue. Confidentiality is an important aspect of board membership. Disclosing confidential information is contrary to established board practices, may threaten various aspects of the Corporation’s business, and may cause the Corporation to be in breach of privacy legislation. (Self-interested rogues may also disclose confidential information to others.)
And thirdly, the rogue may be disruptive in board meetings or be disrespectful to other members of the Corporation. The rogue may monopolize meetings by obsessing over specific issues. He or she may engage in name-calling, act inappropriately, or even physically abuse and threaten others. Sometimes, the rogue may bully other board members in the hopes of achieving a majority on a particular issue. Unfortunately, this type of activity will hamper the board’s ability to adequately deal with the business issues on the agenda.
What To Do?
A rogue can single-handedly put the Corporation in a precarious position. Unfortunately, the Act does not contain much protection against rogues. As a proactive measure, directors should become educated: attend CCI seminars, read articles, and attend conferences. Board members who understand their duties and responsibilities under the Act are less likely to go rogue.
If the education boat has sailed, the remaining directors should consider the following tactics:
- Try to resolve the issue informally by speaking to the rogue one-on-one.
- If the rogue holds an appointed office (i.e. President or Treasurer), consider whether the rogue’s behaviour is a result of that position. Your by-laws may permit removing the director from that position;
- Abide by a set of rules of order to follow during meetings (see Nathan’s Company Meetings including Rules of Order or Robert’s Rules of Order). This will help meetings run smoothly;
- Implement a directors’ code of ethics;
- Consider amending the Corporation’s by-laws to add provisions for disqualifications of directors. For example, a breach of the directors’ code of ethics would result in removal of the director. Remember: any by-law amendment needs to be confirmed by the owners of a majority of the units.
Section 33(1) of the Act also provides that a director may be removed before the expiry of the director’s term by a vote of the owners of more than 50% of the units at a meeting duly called for that purpose. As set out in Section 46 of the Act, owners of more than 15% of the units may requisition a meeting for the removal of any director.
Being a director is not about being right all of the time; it is about working with the other directors to accomplish actions that are in the best interest of the Corporation. Opinions differ and conflict will undoubtedly arise. On the bright side, always remember that majority rules; agree to disagree with the rogue and move on.
