Recusing and Excusing Board Members

Illinois law is clear that members of a board of directors of a common interest community association have a fiduciary duty to the association, and to its members. This means that, at all times, directors must put the interests of the association ahead of the director’s personal interests. If a director cannot do so for any reason, his fiduciary duty obligates him to recuse himself from participating in the deliberation and decision regarding the topic in which he has an interest. If a director refuses to recuse himself when circumstances dictate that he should, the remainder of the board must decide if the subject director should be excused. Recusing yourself and excusing others becomes necessary from time to time, and it is best practice to ensure that board actions are in the best interests of the association and its members. Yet, individual directors and boards often hesitate to recuse or excuse when warranted. There is no need for this reluctance and, in fact, acknowledging a potential conflict and taking proper action is a good thing.

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