All contracts and agreements should have the approval of the board in a regularly scheduled meeting.  The board has a fiduciary and duty of care responsibility to act in the best interests of the members.  The bylaws or state laws governing associations and non-profit organizations may be even more specific.  The Board should always strive to conduct business in a way to avoid questions of ethics and conflicts of interest.  However, exceptions may be made for circumstances requiring immediate or emergency response.  An example would be approving a contract for services after a fire, storm or condo water leak.  The board should also weigh the magnitude of the issue.  Was this a one hundred dollar purchase for flowers at the entrance way or was this a landscape contract involving thousands of dollars.

In the event of an action that has been taken without full board consideration that has created significant exposure to the board/association, the board may want to invite the association's attorney to the next meeting.  The attorney should review for the board it's fiduciary and duty of care obligations.  If an individual(s) acted without authority or in the best interest of the association, the board may consider the following actions.

• Excuse the poor judgement, but caution the officer/board member(s) regarding future actions.
• Request reimbursement of expenses associated with personal gain.
• Vote to remove the officer/board member.