Board approval before seeking legal opinion from association attorney?

As a Director of the Board (President, if that even matters), is it within my rights to seek a legal opinion from our Association attorney? Example: I have a document I want to submit to the Board for review and approval for future use (Board Member Code of Conduct). Before submitting the document to the Board, I send it to the Association attorney for review to make sure the document doesn't have any legal issues I am not aware of. Attorney returns document with minor corrections. Have I circumvented proper procedure by not asking the Board's approval before seeking our attorney's advice?

Similarly, if a Director asks the Management company to verify a procedure, the Management company responds, the Director decides not to take the information at face value and asks the basis for it, the Management company says the info was provided by the Association attorney, and the Director then demands a direct response from the attorney... Is this Director also circumventing proper procedure by not asking the Board's approval before seeking our attorney's advice?

Is it inappropriate for individual Board members to ask for guidance from the Association attorney on Board related matters?

Thanks for any insight or clarification on this issue.

I understand what you're saying. Now, I have an additional question that complicates matters. What if a problem arises with 1 board member? A five person Board has a vacancy due to a recent resignation, leaving a general 2/2 split on most decisions based on ongoing differences between members. Action is considered to be taken against a Board member due to malfeasance. Any motion for attorney advice on this issue put before the Board would be shot down by problem Board member and the Board member that generally votes in accordance with that Director. What recourse is left for the Board member(s) that want to resolve a difficult situation?


Our contract with the management company states that they are the point of contact for Association contractors. It has been general practice for this and past boards that most attorney contact is handled by the management company and information is passed on to the Board at monthly meetings.

Amanda -
1) Fill that vacancy ASAP.
2) Lawyers are hesitant to get involved with "internal" board issues. The voting is what it is. (see number 1 to solve this)
3) Board members can be asked to resign or voted off the board using the procedures outlined in your own bylaws.

Amanda,

Your Board would establish the procedures. My Association doesn't send anything to the attorney before the entire Board has looked at it, gone over it and approves the expenditure for the legal opinion. Heck, we even do this with the question that we send to the attorney (so it's worded properly). This is for the following reasons:

1) There is a lot of talent on the Board and things can get caught and corrected at that level.
2) If the Board doesn't like a proposal, why waste the money seeking a legal opinion.
3) Last time we asked the lawyer a simple question it cost us $500 (lawyers are expensive)

That said, our board sets our procedure and your board sets your procedure.


Again, procedure issues are decided at a board level.

The Management company should be able to provide you with a written response the attorney sent them.

Personally, I'd be upset that the Management Company spent Association Money seeking a legal opinion vs. telling the Board that they should seek a legal opinion. This is because the way a question is asked is just as important as what the question is.


Personal opinion: Every Board member needs to understand that the Attorney works for the Association and not an individual board member. The Board makes the decisions for the Association, not an individual Director. Therefore, any decision that will cost the Association money should be made by the entire Board.


Appoint someone to the empty seat. If the issue is tied, make a proposal to bring it to the membership for a vote. If that fails, circulate a petition amongst the members to call a special meeting to elect a person for the empty seat or recall members of the board.

I know it can be frustrating at times. There have been decisions made by Boards that I disagreed with and voted against. However, that's the way it works: 1 vote per Director. Majority rules.


Depends on how you look at it. I don't see an attorney as a contractor. However, I can see how others might. You might want to amend that part of the contract and specify that the MC is not to contact the Attorney without Board approval.

If you are willing to share what the question was that you wanted to contact the attorney on, we might be able to assist with that specific question.

Tim