How should an HOA board resolve a conflict between two directors?

By OurHOA · General information · Revised October 19, 2026

How an HOA board settles a conflict between two directors: the private talk, the president's role, keeping it out of email, and when to bring in a mediator.

Part of the HOA board handbook: running the board.

The short answer

Deal with it early, privately and on the record only where the law requires a record. The president, or another director both people trust, talks to each of them alone within a week of the blowup. The board then moves the underlying disagreement onto a meeting agenda, where it gets argued and voted like any other item, and stops it from playing out in email and text threads. If that fails, a trained mediator costs far less than a recall fight or a lawsuit. What the board cannot do is vote a director off the board because the others find them difficult. In most communities only the owners can remove a director, under the bylaws and state law. Rules vary by state and by your governing documents, so treat this as a practical outline, not legal advice.

Figure out what kind of conflict it is

Two directors at odds are usually fighting about one of three things, and each needs a different fix. The first is a real policy disagreement: one wants to raise dues 8 percent to fund the reserve study, the other wants to hold at 3 percent and defer the roof. That is healthy, and the cure is a vote. The second is personal: an old fence dispute, a remark at the pool, a feeling of being talked down to in meetings. Votes do not settle those, and they leak into every agenda item until someone deals with them directly. The third is about information and control: one director, often the treasurer or the longest-serving member, keeps the bank login, the vendor contacts or the management company relationship to themselves, and the other feels shut out. Before anyone meets, the person stepping in should write one sentence describing which of the three this is.

The private conversation comes first

The president normally takes this on. If the president is one of the two, the vice president or the most neutral remaining director does it. Meet each director separately, in person or by phone, not by email. Ask three questions and mostly listen: what happened, what do you need from the board to keep serving, and what would you be willing to do differently. Then say plainly what the board needs from them: 'Disagree as hard as you want at the table, but no more reply-all emails about each other, and nothing about this on the neighborhood Facebook group.' If your board has adopted a code of conduct, this is the time to point to it, and our guide on an HOA board code of conduct has sample clauses if it has not. Do not promise either person that the other will be disciplined, and do not repeat what one said to the other. A week later, check in with both.

Move the disagreement out of email and into a meeting

Long email chains between directors are where these fights grow, and in several states they also create legal trouble. In Texas, Property Code section 209.0051(h) lets a board act outside a meeting, including by electronic vote, only if every director gets a reasonable chance to give an opinion to all the others and to vote, and the action must be summarized at the next meeting. The same subsection bars acting outside a noticed open meeting on a list of subjects that includes fines, assessment increases, special assessments, budgets, borrowing, rule changes and filling a board vacancy. In Florida, section 720.303(2)(a) lets directors use email to communicate but bars them from casting a vote on an association matter by email. In Colorado, section 38-33.3-308(2)(a) opens regular and special board meetings to all members, and (2.5)(b) gives owners a chance to speak on an issue before the board votes on it. The practical point is the same in all three states: if two directors disagree about the budget, the place to settle it is a noticed meeting, with both views heard and a recorded vote. Once the vote is taken, the losing director can still say they disagreed, but the decision is the board's and both directors carry it out.

When one director holds the information

A director who controls the books, the passwords or the vendor relationships has power the rest of the board does not, and the conflict that grows from that rarely fixes itself. Colorado makes the rule explicit: section 38-33.3-303(1)(b) says every member of the executive board must have available all information about the association's operation that any other member obtains, including detailed monthly expenditures, contracts and communications with the managing agent, attorney or accountant, regardless of what the declaration or bylaws say. Even outside Colorado, treat that as the standard. Give every director read access to the bank accounts, store contracts and minutes in a shared drive the association owns, and send the monthly financials to the whole board on a fixed date. Our guide on HOA board email and shared accounts covers how to move logins off personal accounts. Once both directors see the same numbers, a surprising number of fights about the treasurer's judgment turn back into ordinary budget arguments.

Bring in a mediator before it becomes a lawsuit

If the two directors still cannot work together after a private talk and a couple of meetings, suggest mediation. A neutral mediator meets with both, usually for a half day, and helps them agree on how they will work together for the rest of their terms: who handles which vendor, how they will raise disagreements, what goes in writing. In Texas, Civil Practice and Remedies Code chapter 152 lets a county set up a dispute resolution system for people with an ongoing relationship, such as neighbors, so ask the county whether one runs near you. Section 154.073 of the same code makes what participants say in a mediation confidential and keeps it out of later court proceedings. In Florida and Colorado, ask the county court or the local bar association about community mediation programs, or hire a private mediator who works with associations. Get the board's approval before spending association money on it, record the expense as an ordinary operating cost, and offer it as a way to help the board run, not as punishment for one person.

What the board can and cannot do

The board can change who holds an office. Texas Business Organizations Code section 3.104 lets the governing authority remove an officer with or without cause unless the governing documents say otherwise, and most bylaws give the board power to elect and replace its officers. So if the treasurer and the president cannot work together, the board can vote to move the treasurer job to another director. That person stays a director. Removing someone from the board is a different matter. Most bylaws leave that to an owner vote, and our guide on how to remove an HOA board member covers the steps. Every director owes the association the same duties regardless of the conflict. Texas section 22.221 of the Business Organizations Code requires directors of nonprofit corporations to act in good faith, with ordinary care and in the corporation's best interest, and Florida section 720.303(1) says officers and directors have a fiduciary relationship to the members. A director who refuses to read the packet or blocks every vote out of spite is not meeting that standard, and saying so calmly at a meeting is fair. Calling it a breach in an email to owners is not.

A sample timeline and wording

Day 0: the blowup, often an email chain or a heated meeting. Days 1 to 7: the president talks to each director alone. Day 14: the underlying issue goes on the next board meeting agenda with background in the packet for every director. Day 30: the president checks in with both. Days 30 to 60: if nothing has changed, the board considers mediation or a change of officer roles. A motion for mediation can read: 'Moved that the board engage a neutral mediator, at a cost not to exceed $750, to meet with directors [name] and [name] to agree on a working arrangement for the remainder of their terms.' A motion to change officers: 'Moved that [name] serve as treasurer effective [date], and that [name] continue to serve as a director.' Minutes should record the motion and the vote, not the history of the fight. If an owner asks what is going on, a short answer works: 'Two directors disagree about how to fund the reserves, and the board will decide at the March meeting. Owners are welcome to attend and speak.'

Mistakes boards make

Waiting until the annual meeting and hoping one of them will not run again is the most common. The board loses months of work. Taking sides in a group text is the second, because it turns two people in conflict into a split board, and in Texas or Florida it can turn into a vote taken outside a meeting. Putting the fight in the minutes is the third. Minutes record actions, not who said what about whom. Boards also let the conflicted director keep sole control of something important, such as the only bank login, because asking for it feels like an accusation. Make shared access a standard policy for every director, so nobody is singled out. Finally, do not let the conflict decide unrelated votes. If a director always votes against whatever the other proposes, the chair can say so and ask each director to speak to the merits of the item in front of the board.

Sources

These guides are general education for HOA boards and residents, not legal, tax, or financial advice. Rules vary by state and by your community's governing documents - check with a professional for your situation.

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