Knowing Your Limits

Volunteer directors these days must be superheroes.  From mastering the art of negotiation to understanding the individual components that make up the exterior of a dwelling, the amount of skill and knowledge necessary to be a competent director cannot be understated.  It is important to remember, however, that even superheroes have their limits.  Just as Superman’s renowned strength begins to wane if he’s near kryptonite, a director must remember that, while knowledge about a number of issues is necessary to make informed decisions, it is also necessary to obtain input from professionals when dealing with questions or situations that exceed their layman’s knowledge.  

The Georgia Nonprofit Corporation Code requires all directors to act “[i]n a manner the director believes in good faith to be in the best interests of the corporation; and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.”  O.C.G.A. § 14-3-830(1)(A) and (B).  Usually, a director and association are not liable for actions taken in accordance with the above duties, but if they forget their own limitations, they can be held responsible for damages resulting from imprudent actions taken without keeping the best interests of the association in mind and can even create liability for the association.  

A common example of this is the director who believes they are an expert handyman but lack the training and skill.  Repairing a leaking showerhead or “sticky” door in the clubhouse may seem simple, but if done improperly the former can result in serious flooding and the latter can disrupt keycard and lock systems.  If maintenance is needed for something that is the Association’s responsibility, a call to a professional is necessary to avoid the unintended consequences of amateur repairs.  Keep in mind that even if these small maintenance concerns are handled correctly, more or less, by a non-professional director, those actions may be enough to invalidate warranties or future insurance claims.  

Another common kryptonite for a director is the “Google” legal/accounting/management degree.  An unwary director can find themselves attempting to wade into complex situations that carry legal or financial implications.  No matter how smart a director is, the lack of expertise in these fields is enough to make uninformed decisions dangerous for both the director and the association.  The worst part is that the pitfalls often take expertise to spot and may not materialize for years after the decision is made.  Better to talk with your attorney, accountant or property manager – all of whom have specialized knowledge and ongoing educational requirements – to lay a foundation for a good decision.

Finally, a superhero director can sometimes forget they are not architects or engineers when reviewing construction or modification plans for architectural approval.  While covenants can differ, most make very clear that the main purpose of architectural review is to ensure that proposed improvements fit in with the rest of the neighborhood.  Most also have express disclaimer language that notifies each applicant that the architectural committee and/or board is not reviewing for ordinance violations, engineering concerns or other technical matters and that the association is not legally responsible for harm arising from those issues even when a plan is approved.  Despite this language, some directors may feel the urge to offer guidance on what building permits are necessary or what engineering concerns they have based on the submitted plans.  Undertaking a review that strays from aesthetic concerns into compliance or engineering territory is too great a risk for any superhero director and could result in the director or association being on the hook for any damages arising from lack of permitting or engineering failures – something the association would have had no liability for if the director had just refrained from attempting to address the issues.

In short, no one doubts the extraordinary abilities that a good volunteer director needs to be successful, nor do most doubt the incredible diligence and effort that goes into being a “good” director (angry owners who have never served on the board aside).  Even superheroes cannot do it all, however, and a truly great director will know when they need to consult with a professional instead of trying to do something on their own.