New York's Cooperative and Condominium Community

Habitat Magazine July/August 2020 free digital issue

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ARCHIVE ARTICLE

Elections: Clean Slate

When several unit-owners and former board members at Strand Condominiums, a 311-unit building in Clinton, decided they'd had enough of their current board and the way it ran the property, they won the annual election using a time-honored tool: the slate. Traditionally employed by incumbent members to retain power and discourage independent candidates from running, slates can also be used by owners to shake up a board's membership. And that's what happened at the Strand.

The board members had been in power for over 15 years; they were “non-responsive” and “things weren't being done,” says Bill Ragals, the current president. There were also issues with the management company and its accountability. So, two former board members started a “grassroots organization” in the building that solicited and endorsed a so-called “reform slate” of nine candidates, including Ragals, for election. That election had the highest participation rate of any vote held by the condo and the reform group won a resounding 70 percent of the ballots.

Utilized in both co-ops and condos, a slate is really just a selection of candidates recommended by the board, says attorney David Berkey, a partner at Gallet Dreyer & Berkey. A slate is no more than “an alliance of a number of people looking to run [for the board] together,” adds attorney Bruce Cholst, a partner at Rosen & Livingston. But, adds Berkey, a slate is typically used to preserve control of the board, since it is often comprised of incumbent board members. After all, it is generally the board's nominating committee that puts the slate together.

In theory, the slate is designed to benefit the building. Running one is meant to create a group of “candidates of like mind on how to run the building,” explains Berkey. Because the selected members are comfortable working together, if the slate is elected, their compatibility will then enable the board to work more effectively and efficiently. You could also build a slate around a group of owners with experience in various specialties, such as law, accounting, construction, and so on, although this type is less common. Without a slate, you have no control over the balance and could, in the worst case scenario, end up with two board members who hate each other and cannot work together.

But running a slate isn't without its problems. The use of one may discourage competition and be seen as the board's attempt to stack the deck. It can also alienate owners, who may feel that they're being shut out of the process because it helps the same people get reelected every year.

There are ways to combat this impression, however. To encourage independent candidates, Berkey notes, a board can send a letter to the owners, inviting them to nominate candidates before the annual meeting. Once the board has the names and resumes of all the nominated contenders, it can hold a “candidates' night” so that the owners can meet everyone running - not just those on the slate.

In addition, owners must be told that they don't have to vote for the entire slate and, in fact, can cast ballots for some on it and for independent candidates as well. It's not an all-or-nothing deal, explains Berkey. But many owners wrongly believe that if they want to vote for any candidate on the slate, they must vote for the whole slate - and boards don't always correct that misperception.

If a board is running a slate, it will probably use a general proxy that lets the proxy-holder vote, as he or she wants, unless told otherwise by the owner. And since proxy-holders are typically board members, it's no surprise that they'll vote for the slate. On the other hand, a specific proxy, which instructs the proxy holder to vote as the shareholder or unit-owner instructs him or her to do so, makes it clearer to shareholders and unit-owners that they can vote for individuals. For example, if there are nine candidates for five spots on the board, a specific proxy may instruct shareholders or unit-owners to check the boxes next to any five candidates' names or to write in a candidate of their choice.

Kelly Brier, executive director of the New Hyde Park-based Independent Tabulators, a vote tabulation company that runs elections for co-ops and condos, agrees that proxies and election ballots should simply list the candidates individually and not grouped together as a slate. In her experience, few elections involve an official slate of candidates who campaign together and ask voters to “vote for us,” she observes. Informal alliances of “unofficial groups of people of like minds” are more common, she says.

But when an election does have a slate, the election materials and ballots prepared by her company make no reference to a slate at all. For example, there is no box on the ballots or proxies saying, “Check here to vote for the slate.” Nor do the election materials indicate any affiliations between the candidates, although they may identify incumbent board members. The group's job, after all, is to “maintain impartiality” and “make sure the election process is smooth and everyone is treated fairly,” she explains.

A slate isn't always made up of people already on the board, either. Owners can create so-called “opposition slates,” but these are rare. That's why the Strand Condominiums story is so unusual. Since taking control, the reform group has lived up to its campaign promises. It changed attorneys and management companies, says Cholst, the board's new counsel. Ragals, the president, adds that they even encourage unit-owners to attend board meetings. (While attendance was initially high, it has unsurprisingly trailed off.)

The board is also more responsive when issues arise and takes action, whenever possible, to resolve problems. Overall, Ragals believes that unit-owners are generally happier than they were under the prior board's administration. And the building's staff is certainly happier now that they can talk to the board about any issues or problems that arise.

Those reform slate board members are now up for re-election and four of them won't be running. Because the original group was “cause-based,” notes Ragals, people don't feel the need to be involved now that the core issues have been addressed.

What's left of the reform collective will run again as a slate in the upcoming election. But, he stresses, there will be full disclosure of voters' rights, so that unit-owners know that they can vote for any combination of candidates or write in the candidate of their choice. Will this election be open? Of course, Ragals says. To run a general proxy election now would be “unconscionable.”

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