Boards of directors often inherit both positive and negative aspects when taking over from a previous board, especially when few or no prior board members remain to help with the transition. Therefore, a significant part of any new board’s initial term is figuring out how to deal with decisions made by previous boards, understanding the association’s needs, and following the governing documents.

Additionally, board members must perform their duties in good faith, which means they must act honestly and in the community’s best interests to maintain indemnity. Unpaid volunteer roles such as these can sometimes feel like a full-time job with the same headaches and risks as paying roles. Beyond that is the challenge of governing your neighbors. Doing what’s best for the community is sometimes a long game with some pain on the front end, especially if the operating policies of prior association boards of directors need to be more precisely in line with the statutes and the community’s governing document.

I often hear from boards how frustrating it is when members insist that things remain the same because they have always been done that way. I also regularly hear, “Why did the board consult an attorney? Or that’s just an attorney’s opinion?” These questions and responses are valid, and it can be difficult for boards of directors to address such comments and questions, implement the corrective actions, and keep their neighbors reasonably satisfied in the process.

It is natural for a board to want to keep the peace or, in some cases, pacify specific vocal components of the community, but all actions have a cost. One of the protections a board has is the Business Judgment Rule when considering whether an action of a board was taken within their authority and in good faith. One of the ways a board can strengthen its coverage under this rule is always to seek out the opinions of experts, whether that be an attorney, CPA, engineer, or, in some cases, their community manager.

Unfortunately, there is always a concern of cost when dealing with third-party experts, but the board must weigh the overall cost, and some of those are more than just in dollars. Plus, members have different exposure than boards of directors, so their risk level is different from that of a director of a corporation, and based on their level of understanding of corporate governance, it may seem like overkill to them. The board has to be sensitive to this and educate members on the “hows” and “whys.”

Boards must keep their eye on the prize to maintain a well-maintained, solvent, and legally compliant community representing their members’ interests and maintaining property values. They should contact experts when answers aren’t apparent and build board consensus on how to proceed on tasks.