Board Misconduct Understanding the Difference Between Illegal and Improper

Everyone – including the boards and managers of community associations – inevitably makes mistakes, or is guilty of using poor judgment. And while it’s very unlikely that every member of a community will commit outright illegal acts, it’s also not that uncommon. 

There’s a wide moral chasm between erring in good faith and actively trying to swindle one’s co-op or condo community. However, things can get murky. Sometimes a board will make decisions that skirt the law (or governing documents) without breaking it, or that comply with the letter of the law but not the spirit. In those situations, it can be tough for residents to understand the difference between board actions that, while not illegal, may be improper and possibly warrant intervention. 

It’s important for boards, managers and residents alike to understand that violations can happen on a spectrum, and to have a plan in place to evaluate incidents and respond accordingly. That response could range from speaking up at a meeting and putting community administrators on notice that they’ve strayed from their duties, to unseating a board or individual board member and taking full-on legal action. 

But how to know what qualifies as illegal versus what’s just poor practice? A building or association’s attorney can help to identify bylaw violations; advise the board on the potential legal (or even criminal) liability they may be courting by engaging in problematic behaviors; and help board and residents alike understand where their own behavior falls on that aforementioned spectrum. 

Drawn to Scale

First and foremost, boards and management must be on the same page when it comes to how they interpret and adhere to their community’s bylaws and other governing documents. 


Related Articles

Common Board Blunders

Professionals Weigh In

Facing Financial Mismanagement

When Boards or Managers Are at Fault

Q&A: How to Remove a Director with No Quorum

Q&A: How to Remove a Director with No Quorum

A Look at Board Powers

What a Condo or Co-op Board Is … and Isn’t

Q&A: Improper Power Grab Threatens Co-op

Q&A: Improper Power Grab Threatens Co-op

Q&A: Board President’s Personnel Power

Q&A: Board President’s Personnel Power



  • Past board Member (20 years) excluded from any pending projects/input/experience/etc. No Shareholder meetings during year 11 months only annual meeting to elect board. How can shareholders know what’s going on until project/ assessment is announced.
  • Our Board is ruining our Condominium by terrorizing the owners and is holding the position of the president and treasurer by the same family. shy is the President and He is the treasurer and both of them are running the condo for the last 10 years. They set up their salaries and together with the management(who had been hired by themselves. They have set up their wages, insurances and other advantages which are kept a secret from us. We the rest of these people living cannot rid off of this Board because we do not know what to do,
  • We are a nine-member HOA board, a few of our board member talked amongst themselves and decided to have another board member removed. They asked our management company to ask the board attorney to send out an email to all board members stating that a motion was made and seconded to remove this board member. The attorney stated they could vote anonymously to her. The President said she didn't know anything about it, but once informed she did nothing to stop it as it violates our bylaws. Can all of these persons be taken to court and be removed from the board.