February 2023

CONFIDENTIALITY... from page 16.

may be disclosed only when authorized by the association in consultation with the full board and counsel. If you have made it this far, you have hopefully learned that being mindful of a board’s duties and responsibilities regarding confidentiality and confidential information is essential to a well-functioning association. As always, if you have questions about whether your association’s board is acting in accordance with the law and its governing docu ments, you should consult with your association counsel. n END NOTES: i Nearly every episode of the classic late 1960s/early 1970s television series, Mission: Impossible, began with Jim Phelps (portrayed by Peter Graves) receiving a tape-recorded mission briefing, including the now iconic phrases, “Your mission Jim, should you choose to accept it” and, of course, “This tape will self-destruct in five seconds.” ii Since the terms “directors” and “trustees” are equivalent for the purposes of this article, from hereon we will only use the term directors. iii 3 Fletcher Cyclopedia of Corporations (1975 Rev.), § 83 at 142. iv See Thanasoulis vs. Winston Tower 200 Ass’n, Inc., 214 N.J. Super. 408, 420 (App. Div. 1986); Siddons v. Cook, 382 N.J. Super. 1, 7 (App. Div. 2005). v See Billig v. Buckingham Towers Condo., 287 N.J. Super. 551, 563 (App. Div. 1996). vi See Community Association Institute, Model Code of Ethics for Community Association Board Members, click here. vii See N.J.S.A. 45:22A-46 and N.J.S.A. 46:8B-13 and -14. viii In May 2020, the Department of Community Affairs issued additional regulations related to the Radburn legislation that affected board elections, voting, and open meetings. ix N.J.A.C. 5:26-8.12. x Please note that portions of the Radburn regulations are currently being appealed by the chapter, and it is unclear whether these specific provisions may be rescinded or amended as a result of the outcome of that appeal.

There are significant reasons why directors must keep cer tain information confidential, as disclosure could present an unwarranted invasion of privacy, compromise a pending litigation, or result in liability to an association or an indi vidual director. In addition, there are practical reasons to keep particular discussion between directors confidential, as this confidentiality may be important to facilitate open discussion among the directors. If directors cannot be sure that their communications will be kept confidential, it could jeopardize their ability to properly govern the community. Consequently, board members maintaining certain informa tion concerning an association’s activities confidential prevents the possibility of harm to both the association and its mem bers, including other directors. As evident from a director’s duty of loyalty, an association’s information should be kept confidential to the extent that such information is privileged, or its release could lead to damage to the association. Directors should be reminded that information that comes to their atten tion by virtue of their position is property of the association and

WEBINAR WEDNESDAYS

LIVE WEBINAR | SELECT WEDNESDAYS | 12:00 PM - 1:00 PM

Be sure to register to tune in to our educational webinars on relevant topics in the community association industry. These educational sessions will be on select Wednesdays throughout the year. You won’t want to miss them! Featuring Our 2023 Ultimate Partners:

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Managers will receive 1 CEC for attending! *- Must attend entire seminar to receive credit. Visit www.cainj.org/wednesday-webinars for details & to register!

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