When does a Director lose D&O coverage, indemnity?

So a question here. At what point does a Director's actions shed their coverage and protection? Most statutes discuss Fiduciary duty, and acting in the best interest of the Corporation. At what point does a rogue Director expose themselves personally to litigation? Does he risk dragging all other directors into the mire, if they agreed and signed off on these actions?

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You know the story....a power hungry BOD feels they can do whatever they want and start intimidating and threatening members
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In my case, I've got a BOD that has drafted several Resolutions that directly conflict with CCR's and now trying to use these resolutions to force compliance. This is after they were sent attorney letters advising them that this resolution is not allowed and is an attempt to improperly amend the CCR's. Now the Director is wielding these resolutions to threaten litigation and compliance with various members. This is all in the face of the BOD refusing to hold hearings, discussions, meetings with the "offending" members, instead jumping straight to threats of litigation.

Additionally, the BOD is refusing to provide any records, minutes, financials, etc to the many members that are starting to ask questions. Instead, they have stated if we want to hire an attorney, we can sue the HOA to get the records.

Further, the Director has publicly engaged in defamation, slander, and libel against me and several others. I initially sent a short email with my concerns, and advised them to please stop and to remove the libel from HOA records. They refused and I sent a more strongly worded letter, and said the next step will be a Formal Notice to Remedy. Again, the Director has dug his heels in. Finally, the Director has now said all further communications from me are to go to the HOA Attorney. OK, we will comply, but that is now running up the bill for our HOA membership.

To put the cherry on top, the Director is now refusing to reveal the contact information of the HOA Attorney. Instead, he is telling me to send all Attorney comms to him, who will then pass them to the attorney.
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So it seems here that we've got a Director (and the rest of the BOD) that have knowingly and willing put our HOA in risk of litigation, using power to threaten and coerce members, running up a huge lawyer tab while refusing to hold reasonable conversation and meetings, refuses to provide records, and now is even refusing to disclose who our own HOA attorney is. It seems to me that these behaviors have seriously breached Fiduciary Duty, as well as "reasonable behavior" that would void indemnity and D&O insurance coverage.

Your thoughts?

thank you for your reply, but none of that addressed my post and questions.

With the issue of the Director threatening to sue, tell them to go ahead and do it.
Inform them that they were informed that the resolutions are not enforceable as they contradict the CC&Rs and if they desire to waste the Associations money, go ahead and do it. It will be the easiest way to make sure that the entire board is not reelected.

Regarding your question of a Director being personally responsible for damages, you would first have to pierce the corporate shield. Here is some info:

Piercing the Corporate Veil: When LLCs and Corporations May be at Risk from Nolo.com

The Three Justifications for Piercing the Corporate Veil from Harvard Law School Forum

Piercing the Corporate Veil from uslegal.com

Keep in mind that the resolutions were adopted by the entire board, not one individual.
Even if the D&O insurance refuses to cover, the Association would likely still be on the hook to pay damages and legal fees due to Corporate laws, perhaps property laws and (most likely) your own CC&Rs.

My suggestion, have your attorney send a certified letter to the registered agent identifying everything you said about the resolutions being in conflict with the CC&Rs. Include a copy to all board members. Add that they need to desist attempted enforcement and continued defamation.

If it continues, send a copy to the entire membership and suggest that the members speak with their vote at the next election.

All of these disputes boil down to three options: live with it, fix it, or move.

Live with it: I assume this is off the table since the current board is actively making this impossible. An election could change this if you're willing to wait it out.

Fix it: Expensive, time-consuming, requires savvy/skills/the right temperament. Two options for this one: file a lawsuit against the board for breach of their fiduciary duty and/or campaign to remove the board. The lawsuit will be expensive for you personally and for the association (even if the HOA's insurance picks up the costs, the premiums will very likely rise or the HOA will be dropped altogether).

Litigation will also affect people's ability to sell their homes and may sour relations between neighbors. And there is no guarantee that things will go your way. Even seemingly open-and-shut cases can have surprising results (ie, the bad guys prevail and the good guys get stuck with the costs).

Removing and replacing a rogue board will take it out of you in ways you can't imagine unless you've done it before. And you need people willing to step up and serve on the board themselves - many "remove and replace" efforts fail at the "replace" step. (The good news: your current board is probably ticking off enough people to make this work.)

Move: Probably the lowest cost and least aggravating option. Unless there is something uniquely wonderful about your community, you need to weigh its benefits against what you have to put up with to live there.

A final thought: all costs incurred in an HOA are ultimately paid for by the homeowners.

I suspect nobody's answering your question about insurance because that's not something they *can* answer.

As a homeowner you should have the information needed to talk to the agent and get the answer from them. I'm pretty certain that if the BODs actions would invalidate their D&O, the agent would like to know about that. They'll also have the weight of the ins. company behind them if they decide that they need to inform the BOD they'll lose coverage if they keep things going.

Now, assuming that the carrier would drop them and the BOD doesn't change their actions, you're still left with the options outlined above.