Board fiduciary duty in a management search
What the duty of care actually requires when hiring a manager, and how to satisfy it on the record.
The standard
Directors generally owe duties of care, loyalty, and to act within their authority. In a management search that translates to an informed process, no self-dealing, and a decision within the Board's power under the governing documents.
An informed process
Comparable information from multiple providers, evaluated against stated criteria. It does not require choosing the cheapest, and it does not require a consultant. It does require being able to explain the basis.
Loyalty
Disclose any relationship with a bidder, recuse from scoring and voting, and record both.
The record
Minutes reflecting how many proposals were received, the criteria, the vote, and the basis. A competitive process properly documented is the strongest answer to a challenge months later.
General information for Board members, not legal advice. State law and your governing documents control.
Statutory deadlines, contract terms worth knowing about, and what we learn from proposals. No sales email, and we do not sell the list.
Start with what you already know.
You know your unit count. You know what your current management does well and what it does not. That is enough to begin.
Free for Boards. No calls until you ask.