Director Qualifications

 

Once a community matures to the point where the original developer is done and gone, there often is a remnant in the governing documents about Director or Board Member qualifications. It usually isn’t an issue which gets much attention until, years later, it sometimes arises as part of a broader discussion of possible revisions to the community’s Bylaws. Here are some thoughts to keep in mind if you are considering Director qualifications as part of a revision.

First, and perhaps most important, any Director must be a member of the Association. This would seem to be a “no-brainer” but most communities have a provision dating back to their inception where non-owners could serve on the Board. The reason was simply because the developer needed to control the Board in the early stages of the development and that required non-owner members on the Board. Once that circumstance passes there is no reason to allow non-owner Directors, and this language should be deleted from the Bylaws.

Second, many communities require any Director to be “in good standing” or fully paid up on their assessments to either run for office or vote should they be elected. This is a reasonable requirement because people who do not pay their financial obligations to the community should not be imposing budgets and assessments on their neighbors. Precisely how one defines “in good standing” is something each community should determine.

These two qualifications are pretty standard and are generally considered best practices which all communities should adopt. There are a number of other qualifications which are often considered which need to be thoroughly vetted before adoption.

Some communities bar convicted felons from their Boards. This certainly seems understandable, but should be adopted with reasonable qualifications. For example, if you have a 55+ community and a potential Board Director has a conviction for a drug offense dating back to the 1970’s but an otherwise spotless record—should this person be barred from Board membership? Probably not. On the other hand, anyone who has been convicted of a serious financial impropriety probably should not serve on any community board.

Many communities bar two Board members from one household. This is another reasonable requirement, but needs to be thought through carefully. The Board should have a membership that represents the full diversity of the community, and no single sub-group should be over-represented. On the other hand, spouses have been known to disagree on occasion, and there might be circumstances where exceptions to this qualification make sense. Each community would need to decide this for themselves.

Another qualification which some communities adopt is to bar candidates from running for a Board seat who are in litigation with the Association. This might seem reasonable, but it isn’t. Owners have a right to challenge the Board with legal action if they believe a serious offense has been committed. All owners have the right to run for a Board seat, and the community owners have a right to elect a candidate if they wish. These are all rights which every owner has. Obviously, it is not a desirable situation to have Board candidates or members engaged in legal suits with each other, but it is within their rights and should not disqualify someone from Board membership.