Board member uninformed but eager to vote

We recently engaged in a search for a new management company. When it came time to vote on a final decision, a board member clearly intended to vote on the issue, even though she had not attended the three interviews with the candidates or the final meeting in which we evaluated all the proposals. When I pointed out that she had not taken part in any of the fact finding, interviews, or discussion and should abstain from voting, she became highly indignant and said she had a fiduciary duty to vote.

Okay, whatever... in nine years on the board, I had never encountered this sort of situation before. As far as I know, there's no way to not let a board member vote. But I did become curious whether anyone else has had such a situation, and so I bring it here for your comments.

First, I am sure all here agree that contracting with a new management company (MC) is a very big deal.

Second, was all the prior discussion done in executive session (due to this being about contracting with a vendor)?

Third, since hiring a new MC is a big deal, I feel best practice is for someone to motion at an open board meeting to contract with MC xyz. Someone else is supposed to second the motion. Discussion already occurred, in exec session. But you as President could query all the directors as follows: "Does everyone feel they have enough information to make a decision here about her or his vote?"

At this time I do not think you would be out of line to ask anyone who was absent from the executive sessions if they have questions and if so, are they of such a nature that the Board needs to adjourn to executive session. You might even put the director in question (call her "Smith") on the spot and say in front of those owners attending the board meeting, "Director Smith, you missed the interviews and executive sessions. Are you sure you have enough information?" I think the owners have a right to know the director missed the interviews and exec sessions, and I think you, as the presiding officer, may want to make sure all directors feel that they have enough info to vote. Then a vote on the motion should take place.

Fourth, in this instance I think that, while maybe this director should recuse herself, this is an honor thing. I feel this director is not breaking any law by not recusing herself.

Note that Justices of the Supreme Court sometimes recuse themselves. Sometimes a Justice does not recuse him/herself, but many in the public think the Justice should have. Sometimes a Justice misses oral arguments but still votes. No laws are being broken with any of these practices.

Fifth, by any chance do your bylaws limit how many meetings a director can miss before being thrown off the board? If this director is missing a lot of meetings and still voting on issues, this is its own violation of fiduciary duty. It's possible Va statutes have something to say on this as well.

Two cents.

I, too, would like o know if she's new. And if not, is missing meetings typical for her? Do you happen to know if there are obligations -- work; family care, causing her to miss these special meetings?

Is it your impression she'd read the proposals? They surely should offer a lot of info. Our current MC contract is 10+ pages including their addenda.

I just feel I need to know a little more. To vote to abstain seems like the correct action, but....??

I do not know if the board member had a good reason for not attending the interviews, but certainly she could have gleaned enough information from other members to make an educated vote. I think we must have all voted on issues that we did not have personal information on, instead depending on recommendations of others.

I agree. Uninformed or not, she is a BOD Member and gets a vote.

In my association if you miss 3 BOD Meetings in a row with no prior excuse, you are automatically removed form the BOD.

From my perspective, this sounds like a made up rule that is not documented in bylaws or CC&Rs. It might be an easy to understand principle, but not something that should be done if you are following your documents well. In reality, all voting members of your board have the right to vote on meeting minutes where they were present or not.

I agree. Furthermore, identifying whether Minutes conform with (pretty much) Robert's Rules guidance (to record only start time; who is present; motions, seconds to motions, the vote on the motion; and time of adjournment) is easy. If a director who was absent wishes to vote to not approve Minutes because, say the Minutes do not conform with this format, I think this is her or his prerogative; legal right; and even a fiduciary duty.

I have not checked, but so far, I do not think, say, Robert's Rules disallows this director from voting. I was on a board where the secretary insisted on recording discussion pretty much word for word. The Secretary also put emphasis on things that were not emphasized, and de-emphasized things that were. I voted to disapprove every time, for various reasons. If I had been absent, I still would have insisted on voting on the Minutes.

You want to impugn this director's integrity for voting on this. If I knew more about why she insisted on voting, I might very well end up agreeing with you.

But I also feel that a board's creating a rule where none exists (with said created rule prohibiting a director from voting in situations like this) is not appropriate conduct.

The OP's question is interesting. I expect this thread will help others down the road.

Aug said:

I was on a board where the secretary insisted on recording discussion pretty much word for word. The Secretary also put emphasis on things that were not emphasized, and de-emphasized things that were. I voted to disapprove every time, for various reasons. If I had been absent, I still would have insisted on voting on the Minutes.

We unelected one Secretary as he insisted on doing this and much was his own leanings. He resigned after that.

How best to unvolunteer when forced to volunteer? Be the worst volunteer anyone has seen in their life. Basic way of getting out of doing a job you don't want. Seen it many of times and may have done it myself. Till this day no one asks me to make coffee at work... I don't drink coffee. Best you don't ask me to make you a cup...

I also agree with the others that just because you did not attend other meetings forgoes your right to vote. It just may not be an "informed" vote. Doesn't mean it's not a vote. I would not suggest this as a practice.

Thanks for explaining why your bench warmer is still on the Board, Donna. Lack of volunteers sure can be a problem.

I assume your board does not have to comply with Robert's Rules of Order (AKA RONR) except possibly for Meetings of the Members. but it comes in handy in cases that your Bylaws don't cover.

Kerry, we do use Robert's, but I haven't referred to it recently. I don't recall it addressing the question of a board member being uninformed, though.

I agree that a) selecting a mgmt company is a Big Deal and b) it’s more than a bit sketchy for this person miss *all* of the interviews.

On the other hand, it’s possible that someone who takes the job seriously might have done the research (by talking to people, hitting the web, driving through neighborhoods managed by the various companies, etc) and thus may be an informed voter. I’m guessing this is not the case in your situation.

Kudos to you, though, for having the sheer unmitigated gall - and I mean that in the best possible way - to suggest to her that she abstain. In my short time serving on a Board, I have become very unhappy with people like this. The next time I hear “Oh, I just don’t have the time!” I’m going to suggest “well, if you don’t have the time to do the job, then perhaps you shouldn’t be here?”

Bill