Recusal of Board Members
“Recusal” or to “recuse” oneself means to remove oneself from participation in a board decision, in order to avoid a conflict of interest. No member of a board should vote on a question in which he or she has a direct personal or financial interest not common to other members of the organization.
Recusal normally occurs when a board member has a conflict of interest or prejudice concerning a particular matter. A conflict of interest is any situation in which financial or other personal considerations may unduly influence the board member’s judgment. This includes matters such as disciplinary action against the director for violating the CC&Rs or Rules or voting on a proposed contract with a company owned by someone related in some way to the board member.
In each case, where the board member has a personal interest in the outcome of the vote, the interested board member should leave the meeting room so the remaining directors can freely discuss and vote on the issue. Once the vote is taken, the recused board member may return to the meeting.
If the board member with the conflict were to remain in the meeting, his or her presence could inhibit the board’s discussion and influence the vote. To avoid liability, a conflicted director must remove himself or herself from the process of conferring and voting on matters in which he or she has a personal interest.
If the board member with a conflict does not leave voluntarily, the board can ask him or her to leave. If he or she refuses to leave, the board can adjourn the meeting to another location where they can hold the discussion and vote without interference by the interested board member. Under such circumstances, the board should consider a vote of censure against the board member for his or her refusal to recuse himself.