In California, a person who accepts the responsibilities of a director owes several duties to a homeowner's association including a duty of care, a duty of diligence, a duty to monitor finances, and a duty to act in good faith to promote the success of the organization. More specifically, California Corporations Code §7231(a) provides, in pertinent part, as follows: “A director shall perform the duties of a director, … in good faith, in a manner such director believes to be in the best interests of the corporation and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.”
However, a person who becomes a director, but then fails to attend board meetings consistently is likely not discharging his or her duties in good faith and in the best interests of the association. As such, California law is clear that a director breaches the aforementioned duties when he or she fails to attend meetings regularly, to review treasurer's reports, and to otherwise meaningfully engage in the governance of an association. Moreover, a person who consents to being a director and then fails to participate may lose the protections afforded by the law as provided under California Corporations Code §7231(c) and California Civil Code § 5800, and may subject themselves to personal liability for breach of his or her fiduciary duty to the membership. Thus, it is recommended that a person who accepts the role of a director actively participate in the affairs of the association.
In the event that a Board believes an individual director is not actively participating then the Board should discuss the matter with the director. If this proves to be unsuccessful, then it is appropriate for a Board to consult with legal counsel to determine the next best course of action.