Can a Board Member Solicit Business from Members

[Renee Korman]

I serve on a board alongside a member who holds a full-time job while also engaging in real estate activities on the side. He has expressed an interest in sending his information to unit owners if a property becomes available for sale, with the goal of potentially becoming their listing agent. I have raised concerns regarding the possibility of a conflict of interest, but two out of the five board members have stated that they do not believe it constitutes a conflict and have no objections to his pursuit.

Is this situation truly a conflict of interest, and if so, why?

[Joshua Katz]

As far as RONR is concerned, a conflict of interest is only discussed in the context of making a decision within one's role within the organization. Which makes sense, as RONR is about meeting conduct. So, again as far as RONR is concerned, the sending of information is not a conflict of interest, but it's certainly possible that future conflicts may arise when issues come to the board after he's done so.

[Rob Elsman]

I am afraid this is a matter that does not pertain to the procedures used to conduct a meeting, so it does not have anything to do with parliamentary law.  The term, "conflict of interest" is not a term that is used in RONR (12th ed.).  It seems to have more of a meaning in the context of statutory law, so I would think an attorney would be of more assistance on the matter (maybe).

Edited October 25, 2023 at 08:34 PM by Rob Elsman

[Burke Balch]

It sounds like this may be a homeowner's or similar communicty associaiton, and such entities are usually highly regulated by state law. In addition, besides the bylaws there are typically governing documents with titles like "Declarations," or "Covenants, Conditions and Restictions,"  that may be directly relevant to the "conflict of interest" issue raised in this thread.  As Joshua Katz and Rob Elsman have pointed out, what Robert's Rules of Order Newly Revised has to say on the matter does not seem directly relevant to the specific question. All that RONR (12th ed.) has to say with regard to conflicts of interest is in paragraphs 45:4-5:

45:4      Abstaining from Voting on a Question of Direct Personal Interest. No member should vote on a question in which he has a direct personal or pecuniary interest not common to other members of the organization. For example, if a motion proposes that the organization enter into a contract with a commercial firm of which a member of the organization is an officer and from which contract he would derive personal pecuniary profit, the member should abstain from voting on the motion. However, no member can be compelled to refrain from voting in such circumstances.

45:5        Voting on Questions Affecting Oneself. The rule on abstaining from voting on a question of direct personal interest does not mean that a member should not vote for himself for an office or other position to which members generally are eligible, or should not vote when other members are included with him in a motion. If a member never voted on a question affecting himself, it would be impossible for a society to vote to hold a banquet, or for the majority to prevent a small minority from preferring charges against them and suspending or expelling them (61, 63).