BOARD QUALIFICATIONS

By Adrian J. Adams, Esq., Adams & Kessler LLP

Q. Can a husband and wife both serve on the Board of Directors?

A. Yes, provided the bylaws do not prohibit it. In the absence of director qualifications in the bylaws, anyone can serve on the board including co-owners, renters, delinquent owners, homeless people, felons, etc. There is nothing illegal about a husband and wife serving on the board, however, having co-owners on the board creates potential conflicts of interest and may interfere with independent evaluation of issues that come before the board. As a result, many associations amend their bylaws to add director qualifications that restrict who may serve on the board.

Q. Can directors take actions or make decisions without a meeting?

A. Yes. As provided for in Corp. §7211(b), any action required or permitted to be taken by the board may be taken without a meeting, if all members of the board individually or collectively consent in writing to that action. The written consent must be filed with the board's minutes.

Q. What happens if an entire board resigns and no one else is willing to serve?

A. Significant problems and liability. The management company has no authority to act without board approval and faces potential liability if it does; bills cannot be paid, repairs cannot be made, lawsuits cannot be responded to, rules cannot be enforced, etc. In other words, no business can lawfully be transacted. This creates significant potential liability for all owners. Resignations by all directors without appointing replacements may also be a breach of the resigning directors' fiduciary duties. Members should move quickly to elect a new board.

Adrian J. Adams, Esq., is a Managing Partner of the law firm of Adams & Kessler LLP