Dysfunctional boards
How to name what's actually going wrong when a board stops functioning, and what to do about it.
A dysfunctional board isn't one where directors disagree; that's normal and healthy. It's a board where procedure gets bent so one person or a small group can block debate instead of losing a vote: controlling the agenda, burying motions instead of deciding them, hiding information from co-directors, or enforcing rules selectively. The fix starts with naming the procedural violation, not the personality.
Disagreement is normal. This isn't.
Every board disagrees sometimes, and that's healthy: differing views are how a board pressure-tests a decision before committing to it. Dysfunction is different. It's when procedure itself gets bent so one person or a small group can block debate instead of simply losing a vote. The clearest tell is someone treating an informal power, like drafting the agenda, as if it were a formal one.
"It is wrong to assume, as many do, that the president 'sets the agenda.'"
Source: Robert's Rules of Order Newly Revised, official FAQ, RONR Authorship Team
The same bending shows up in how motions get killed. Tabling is meant to set a matter aside temporarily, not bury it. Using a bare majority to table something the board simply doesn't want to debate is an end run around the two-thirds vote that formally ending debate actually requires.
The pattern attorneys call "the tyrant"
One HOA attorney describes a recognizable, recurring pattern: a director who dominates meetings and decisions, relies on secrecy to hold onto control, enforces rules selectively against people they don't like, and resists any attempt at oversight.
"A Tyrant within an HOA is typically characterized by a dominating presence in meetings and decision-making processes."
Source: Confronting HOA Challenges: Overcoming "The Tyrant" on Your Board, LS Carlson Law
This is one practitioner's framing of a pattern, not a legal standard or a diagnosis you can cite in a demand letter. But if two or three of these traits show up together on your board, you're not imagining it.
What protects a director, and what doesn't
Directors generally owe the association a fiduciary duty to act in good faith and with reasonable care, and a related legal shield, the business judgment rule, protects good-faith decisions from being second-guessed later. That protection has a hard edge: it does not cover a decision where the director had a conflict of interest.
"The business-judgment rule does not extend to transactions where the director has a conflict of interest."
Source: Business judgment rule commentary, Moeller Graf, P.C. via CAI Rocky Mountain Chapter
Exactly how this rule is written, and how much protection it actually gives, depends on your state's corporate or condominium statute. Ask your association's attorney which version applies before assuming a decision is covered.
What a board member can actually do
You can't out-argue a bully in a meeting, and you shouldn't try to diagnose one alone. What you can do is hold the line on process: insist the board adopts its own agenda, object on the record when a motion gets tabled to avoid a vote, and ask that decisions, not opinions, go into the minutes. Hostile or profane conduct from any director sets a tone the rest of the community will copy, and staying silent about it doesn't make it neutral.
"At the end of the day, the board must be the adult in the room."
Source: Dealing with HOA Board Meeting Disruptions, Community Associations Institute (Adam Marshall, Esq.)
If the pattern involves more than one director voting together, that's a harder problem this lesson can't hand you a fix for. See Factions and voting blocs for what to do next, and read Dominant personalities if the problem is one person rather than a pattern.
Check yourself
Answer before you read the explanation, recalling it is what makes it stick.
A new director asks to add an item to next week's agenda. The board president says, "I set the agenda, that's not happening." Is the president correct?
A majority is annoyed by a motion to investigate a vendor contract. Rather than debate it, they vote to table it and never bring it back. Is this a proper use of tabling?
A director awards a landscaping contract to his own company without telling the rest of the board about the connection. A homeowner later sues. Does the business judgment rule protect him?
Sources
- Robert's Rules of Order Newly Revised, official FAQ, RONR Authorship Team
- A Nonprofit Board's Dynamics and Processes, FAQs, BoardSource
- Dealing with HOA Board Meeting Disruptions, Community Associations Institute
- Boards Behaving Badly: What can you do?, Community Associations Institute
- Board Member Liability and the Business Judgment Rule, Lasser Law Group
- Business judgment rule commentary, Moeller Graf, P.C.
- Confronting HOA Challenges: Overcoming "The Tyrant" on Your Board, LS Carlson Law
- The Business Judgment Rule, Tinnelly Law Group
Related elsewhere in the Academy
Board Leadership
Next: learn how to tell a single dominant personality from a genuine voting bloc, and what each one actually calls for.
What counts as a bylaws violation, whether a state statute overrides Robert's Rules of Order on agenda or removal procedure, and exactly how far the business judgment rule protects a director all vary by state and by your governing documents.