How do we handle a Board member with a conflict of interest?

Disclose, recuse, document. A Board member whose spouse owns the landscaping company should say so on the record, not participate in the discussion or the vote, and have both facts reflected in the minutes.

Several state acts address association contracts with interested directors and some require disclosure or member notice. Your governing documents may impose more.

The same principle applies to a management search. A director with a prior relationship to a bidder should disclose it, and the Board should decide whether that person participates in scoring.

Prior relationship is broader than most Boards assume. It covers having worked for the firm, having a family member employed there, serving on another Board it manages, and having been solicited or entertained by it. None of those is disqualifying on its own. All of them belong on the record before the scoring starts rather than after somebody notices.

Recusal has to be real to be worth anything. A director who leaves the room for the vote but wrote the evaluation criteria has not recused. Where a conflict runs deep, the cleanest answer is keeping that person out of the process from the invitation list onward, and saying in the minutes that they were.