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BOARD MEMBER
SOBRIETY/DRUG TEST
 QUESTION: Can board members be asked to take sobriety/drug test? –Sam N.
ANSWER: You can always ask. The director, however, can always say no. This situation creates potential liability for the board as well as the affected director.
Personal Liability. If a director is drunk or on drugs, his/her judgment will be impaired when making decisions for the association. To avoid personal liability for their actions/decisions, directors must perform their fiduciary duties "with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances." (Business Judgment Rule) That standard is hard to meet when a board member makes decisions under the influence of drugs or alcohol.
Potential Board Liability. If the board knows a director is under the influence and does nothing, it has the effect of condoning the director's bad behavior. If the person gets into a fight and knocks out a homeowner in a board meeting or kills someone in a car accident leaving the meeting, the board's knowledge of the director's impaired state could be used against the board in subsequent litigation.
Actions to Take. To protect themselves and the association, fellow directors should warn the impaired director to go home and sleep it off and never again appear at a meeting under the influence. If the bad behavior continues, the board should censure the director. If the director is an officer, he/she can be removed from office by fellow directors. Unfortunately, unseating him from the board is not an option unless the bylaws specifically authorize it.
Recommendation: If your board has not already done so, it should adopt a "Code of Conduct" or "Ethics Policy" to address these kinds of situations. It gives fellow directors something to reference when talking to a wayward director and provide a stronger basis for a censure.
POTENTIAL CRIMINAL CONVICTION
OF A BOARD MEMBER
 QUESTION: We have a board member that is hostile and may have a pending criminal conviction. Can we remove him from the board now based on Civil Code Section 5806? –Rosie
ANSWER: No you can't. That Civil Code provision does not apply to future criminal convictions. It states a candidate wanting to run for the board can be disqualified if a past criminal conviction would prevent the association from purchasing fidelity bond coverage or terminates the association’s existing fidelity bond coverage. (Civ. Code § 5105(c)(4))
Even though the provision applies to candidates, I think it would be reasonable to apply this standard to existing directors. If a director is convicted of a criminal act while serving on the board and the association's insurance carrier threatens to cancel its fidelity bond, the board should remove the director from the board.
 PICKING BOARD
OFFICERS
QUESTION: How do new boards decide on officers? Should the person with the highest number of votes pick his or her office? -Irene N.
ANSWER: No, the board picks its officers. You should pick those who can endure the most pain while serving as an officer. Or, in the alternative, chose those you think would best serve in each office.
ELECTION PITFALLS
WEBINAR
 Laurie Poole will moderate a webinar on election pitfalls, online voting, and election issues affecting HOAs.
Speakers Kurtis Peterson of The Inspectors of Election and Jeff Price of HOA Elections will share real-world experiences and challenges from their years as inspectors of election. They will discuss what the new rules mean for community associations.
This free webinar will be held Wednesday, September 10 at 12 noon.
WILL ARTIFICIAL INTELLIGENCE
REPLACE MANAGERS?
  Adrian Adams and Shauna Gatlin, CMCA, a VP at HOA Organizers, will speak at the Los Angeles CAI 2025 Annual Expo.
Their topic is "Artificial Intelligence--How It's Impacting our Industry."
CAI's Annual Community Expo is LA's biggest trade show of the year, with more exhibitors, more attendees, and more education than any other event! It is their most well attended in-person event by HOA board members and managers.
The Expo will be this Friday, September 12, 2025 from 10:00 a.m. to 4:30 p.m. at the Fairmont Century Plaza Hotel in Century City.
HIRING
EXPERIENCED ATTORNEYS
 We are looking for experienced HOA attorneys for our offices in San Diego, Los Angeles, and Northern California. Learn more about us here.
If you are interested or know someone who may be a good candidate, you can contact Adrian Adams confidentially by email or by phone at (800) 464-2817.
Thank you for the link on the business judgment rule. You provided an excellent refresher of the elements to consider when boards and direct make decisions. Your website has become an encyclopedia of usually accessible information for HOAs, even though outside California. –Leland B.
Always grateful for the guidance provided. –Richard M.
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DISCLAIMER. Our newsletter provides commentary, not legal advice. Boards needing legal advice should have an attorney review the facts and law for their particular situation. We serve as corporate counsel to California associations.
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