This article first appeared in Cooperator News, October, 2022.
We hear about them all the time. Whole movies are made about them. Those nosey, controlling, downright hostile neighbors who can make your life miserable. Having one down the hall or next door is bad enough—imagine what happens when they end up on your co-op or condo board.
What is a ‘Toxic’ Board or Board Member?
“In my experience,” says Andy Marks, former president of his co-op board and senior vice president at real estate management firm Maxwell-Kates, an Associa company, “a toxic board or board member is what happens when the ego and self-interest of one or a handful of board members gets in the way of decision-making that should be in the best interests of the community overall. There can also be an element of bullying when you get strong personalities who are used to getting their way, and who may seek to belittle or coerce other board members into voting with them.”
Brandon Clayton, a senior community manager with Associa Chicago, looks at the question as a matter of comparison; “A board member is a homeowner within a condominium association or homeowners association (HOA) who has been elected by their fellow homeowners to oversee financial, maintenance, managerial decisions, and related policies on behalf of their community. They are obligated to ensure its financial and governing soundness for future endeavors. In contrast, a toxic board member is a homeowner within a condo association or HOA who does the exact opposite, distracting or deterring the association and/or board of directors away from that path.”
Noushig Hagopian, a vice president with FSResidential, describes toxic board members as “disruptors.” She points out that “bad behavior on the board or toward the community promotes a lack of order. Disrespect just doesn’t work. Collaborative behavior with other board members and the community is critical. When someone follows their own agenda, rather than the agenda of the community, it causes conflict, and can do real damage to the community. A toxic board member might look to discredit others, or behave disrespectfully. A toxic board might behave similarly, but that’s not that common. There are usually board members who want to do good, not disrupt. They volunteer because they want to do good.”
The Effect on Governance
When a board is burdened with individuals who cannot—or will not—get along with the rest of the board, or who consistently have their own agenda that conflicts with the priorities of the rest of the board and the community as a whole, it can be difficult, if not impossible, to govern effectively.
“It’s difficult enough being a volunteer board member,” says Marks. “When you get that toxic dynamic, where collegiality and cohesion amongst the group is threatened, it can corrode the board’s effectiveness and ability to get things done. Energy—the human kind—which is already in short supply, is spent attempting to address the childish behavior of individuals, rather than on the actual business of the co-op or condo.”
“There are many effects of toxic behavior on governance,” says Clayton, “but all have one thing in common. Toxic board members prevent the board of directors from performing their fiduciary duty for the community by creating unnecessary distractions. Because they often involve extraneous issues unrelated to the goals of the community, the results can impede the board’s decision-making process.”
Examples range from conflicts among board members that turn personal, and can result in verbal—and sometimes physical—altercations. “It can even extend to a board member giving out sensitive community information that’s privy only to the board of directors,” warns Clayton. “The toxic board member may do this to stir up division and get the community to support him or her. If their abuse gets to the property manager or staff emotionally or psychologically, toxic board members can cause property manager turnover as well.”
Toxic board behavior, “takes over everything,” says Hagopian. “Governance becomes all about the conflict, and not the community. Take capital projects, for instance. [With a dysfunctional board], decisions about a capital project or other financial issue is no longer about the agenda items. It becomes about the conflict itself, how it’s handled, and how it’s managed. If you have a majority of toxic board members, it can create so much dysfunction that there may be no governance at all.”
The Antidote to Toxicity
According to the pros, board officers, meaning the president, treasurer, and secretary, must consistently enforce a code of conduct by which all elected members must abide. “The board president,” says Marks, “should be very clear in communicating that while dissenting opinions and debate within the board are healthy and welcomed, any individual with a hint of conflict of interest, or whose comments or behavior have veered into territory that makes things personal, must be asked to recuse themselves.”
Situations like this should be addressed quickly, so that co-op or condo association business can continue, Marks stresses. It can also be productive to incorporate a consensus-building process into board conversations, or to conduct more sensitive conversations ‘offline’ to help ensure that the dynamics and discourse in formal meetings remain healthy. It may also be helpful for a board member facing this kind of situation to seek help and counsel from their managing agent, who may act as a neutral third party to ensure that the governance and business of the co-op or condo association does not suffer as a result of interpersonal issues on the board.
Clayton agrees, adding that the first move must be to face the issue head-on and call out unacceptable remarks or behavior when they happen, or immediately afterward. “First and foremost,” he says, “acknowledge that there is an issue with a toxic board member. The worst mistake boards can make is to ignore that individual; it will only give that person more power if they know that they can get away with their actions. Following every association’s annual board election, legal counsel and management can help orientate the newly elected board members on their roles and responsibilities. This will establish clear boundaries as what a board member can or cannot do. This orientation should also clearly define the board’s ethical requirements and responsibilities, and establish the guidelines and expectations as to what boards can and cannot do.”
“Boards often have codes of conduct for all members, and that’s a good place to start,” says Hagopian. “There’s no place for bad behavior. If it’s one specific board member, and that member is an officer, the board can vote to replace them as an officer. That action won’t get them off board, but it would strip official position powers. Depending on your governing documents, there may be specific requirements about how to remove a board member which must be followed.”
Last Thoughts
“It is incumbent upon board officers to work together to create a collegial atmosphere, one that is based on trust and the expectation that they are there to do their fiduciary duty as a duly elected board member,” says Marks. “And while they might have disagreements, once something is put to a vote, they communicate with one voice to the community. There can’t be any tolerance for bullying.”
“Lastly,” says Clayton, “toxic board members who think that they’re ‘above the law’ by going against an association’s governing documents, ignoring the declarations and bylaws, covenants, and association rules, can create great division and inequality in the community. This creates an ‘us-versus-them’ mentality between the board and homeownership, which in turn can create more toxicity and future toxic board members.” This must be avoided at all costs, for obvious reasons. As has been previously noted, the board’s obligation is to the community, not itself.
A J Sidransky is a staff writer/reporter for CooperatorNews, and a published novelist. He can be reached at alan@yrinc.com.
