Board member unilaterally taking action without approval of Board

Board member contacted on his own without approval or informing the rest of the Board members of his intentions to meet & discuss with a developer about reopening negotiations on an issue which was being handled with the Board's atty. After the meeting, the Board member disclosed to the Board & residents what he had done. He admitted that he had made no agreements....However, the Board sent the developer a disclaimer letter notifying the developer that he should not rely on any oral statements or agreements from any Board member or resident & that all agreements needed to be approved by the Board & be in writing. Question...is this Board members unilateral action grounds for removal from the Board???

First, I think the developer is well aware that the single board member can not make a decision by his/herself. The developer probably drafted your documents and knows them as well as or better then yourself.

As for removal from office, I seriously doubt it. Your documents (generally consisting of the covenants, articles of incorporation, and by-laws) will specify what a Board member may be removed for.

to me the biggest thing is that your attorney should know if you are directly negotiating with the developer (or anyone else). But I would not want to pay an attorney for negotiations unless it was getting close to finalization. In this area attorneys charge more then $300 an hour and bill by the minute.

It would be much cheaper to have initial conversations take place between a couple of Board members and the developer. Between conversations with the developer the Board should meet and discuss where things are going. This will be much cheaper then paying someone $300 for a conversation and another $300 to discuss the conversation.