Style is forever.
For those serving on boards, there are some things that are immutable and commonly agreed upon: the president is the head honcho, the big cheese, the first among equals. The treasurer follows the money and lets everyone know whether the maintenance goes up or down. And the secretary gets the facts.
Immutable they may be, but the same? Definitely not. For each officer has his or her own style of operating, from the consensus-builder to the autocrat, and those styles (in long-serving members) often mesh with the needs of the building. In the pages that follow, we offer a look at the duties and the differing approaches of nine board officers.
1 Community communicator
2 Overseeing the day-to-day operations of the co-op or condo
3 Handling a crisis
4 Making sure all of the tenants and owners are represented
5 Preparing for the board meetings
6 Running the board meetings
THE PRESIDENT’S Duties
1 Community communicator. First and foremost, the board president is responsible for maintaining close contact between monthly board meetings with the other directors, the building professionals and staff, and the shareholders and tenants. The president must know what is happening in the building, have a sense of the tenants’ concerns, and also be able to inform residents of the latest building news (the status of ongoing capital projects, finances, and property maintenance).
2 Overseeing the day-to-day operations of the co-op or condo. To ensure that the co-op or condo is running efficiently, the president must consult with the paid professionals – the accountant, managing agent, contractors, and attorneys – between board meetings. Frequently, the president is called upon to make quick, yet educated, decisions on behalf of the board. To do so effectively, he or she should know the overall mindset of the entire board.
3 Handling a crisis. If a crisis strikes the co-op or condo – sponsor default, fire, flood – the board president must be there to oversee the emergency response, comfort shareholders, and consult with professionals on the scene. As the building leader, the president will be looked to for leadership and answers.
4 Making sure all of the tenants and owners are represented. When a serious decision is before the board, the president should act by consensus of shareholder and board opinion. This can be accomplished through formal and informal surveys.
5 Preparing for the board meetings. As the great communicator, the president must identify the issues facing the co-op or condo and be prepared to discuss them at the monthly board meeting. He or she should be active in creating the agenda and making sure that time is left for all needed business.
6 Running the board meetings. With most of the president’s work done between meetings, how he or she runs the monthly and annual or semiannual shareholder gatherings can affect the respect he or she receives from the association’s board members, professionals, and shareholders. He or she must ensure that control is maintained and that the board’s business is discussed and completed efficiently. A good monthly meeting, presidents say, should not exceed two to three hours.
Paul Vercesi moved into his 80-unit building near Gramercy Park way back in 1962. After the building converted to a co-op in the 1980s, he served a dozen years as the board’s treasurer, then returned in 2000 as president, a post he still holds today. His philosophy, in simplest terms, is to get to know your fellow shareholders so that the board’s decisions reflect the will of the majority of the building, not just the majority of the board.
“I make sure I sit in the interviews with prospective buyers so I know why people want to buy into the building,” says Vercesi, who owned a nearby hardware store for 40 years before selling it three years ago. “You’ve got to be cognizant of the feelings of the people.”
Several recent buyers, for instance, stated during their interviews that a major attraction was the building’s “no-dogs” policy. That indicated to Vercesi that any move to change the policy would have to be handled with extreme care.
“Even if the majority of the board is for something,” he says, “they could be in the minority of the 80 units in the building. So when you make a decision, you have to make sure you’re representing the majority of the shareholders. That’s hard to do.”
You need to get to know your neighbors and then listen to them, he says. It helps that he’s been in the building for half a century.
Davison Paull, an attorney, has been president of his co-op’s board since 2009, and he put in a dozen years of board service at his previous building. In all those years he learned a few things. And in his current building, a 49-unit, century-old midrise on the Upper West Side, he has developed a leadership philosophy that can be boiled down to this simple formula: be a diplomat – up to a point.
“My main role is to make sure everyone who wants to talk at a meeting gets to talk – once – so we don’t spend more time than we need to on an issue,” Paull says. “Everyone can identify problems. But if someone has a problem, I invite them to propose a solution. I don’t want meetings to become a forum for general gripes. If, after listening, I see a clear path forward, then I make a suggestion and bring it to a vote.”
Call it diplomacy with an expiration date.
Maria Civille has lived in a 116-unit co-op on Staten Island with to-die-for views of New York Harbor and the downtown Manhattan skyline for some time. She sensed that the building was “kind of stale.” The lobby was drab, there was nothing inspiring about the public spaces, and, as she soon learned, the board had been entrenched for years.
Civille, a nurse, started talking with neighbors who shared her misgivings. Then she started sitting in on board meetings, studying the corporation’s books, and attending seminars. She learned that the co-op’s reserve fund was under $100,000, which meant the board had to levy balloon assessments for all major capital improvements.
Civille and a group of concerned shareholders asked a lawyer what they should do about the situation, and he told them to try to take control of the board. Civille was elected in 2007 and became president a year later, when she and her fellow concerned shareholders gained control of the seven-member board. They promptly brought in a new property manager and a new superintendent, reduced payroll, and took over a major brick-repointing job.
Since then, the board has imposed a relatively painless four percent assessment from March through December every year, a move that has boosted the reserve fund to $450,000 and gotten rid of regular balloon assessments – even as the co-op has done major work on the roof, sidewalks, fences, landscaping, and lobby.
“What I learned was that the board has to be highly involved and put a face on the corporation,” Civille says. “You can’t just hire a contractor and not be there during the work. Otherwise, for them it’s just another job. If you’re hands-on and visible, they’re going to do the job right.”
That wasn’t all. “The other lesson I learned is to look for local professionals and establish a relationship,” she says. “We don’t just follow the management company’s referrals, and we’re not using plumbers or electricians or contractors from Long Island. This board is transparent. Since we got elected, things have definitely changed.”
1 Financial record-keeping and periodically reviewing financial records
2 Investing funds
3 Assessing and collecting delinquent shareholder accounts
4 Reviewing and filing the association’s income tax return
5 Overseeing the annual audit and reporting the audit to the board and shareholders
THE TREASURER’S duties
1 Financial record-keeping and periodically reviewing financial records. At most small associations, the treasurer is responsible for maintaining the record of revenues and expenses. The treasurer must ensure that all expenses are appropriate for the co-op or condo and that contractors, suppliers, and professionals are billing accurately.
The treasurer should review all invoices before payment, as well as monthly financial statements and bank reconciliations. Before major projects are undertaken, the treasurer should interview major contractors and ensure that the co-op or condo is being charged properly for services.
2 Investing funds. The treasurer and the board’s finance subcommittee should investigate proper sources of investment revenue for the co-op or condo. These investment opportunities should be researched thoroughly and should be legitimate revenue sources and of minimal risk to the shareholders.
3 Assessing and collecting delinquent shareholder accounts. This is perhaps the most difficult task of the board treasurer: collecting maintenance arrears from friends and neighbors.
4 Reviewing and filing the association’s income tax return. The treasurer should be familiar with the association’s filing status and make sure that the tax returns are accurate and filed on time.
5 Overseeing the annual audit and reporting the audit to the board and shareholders. The treasurer should be familiar with the auditing process and results and be prepared to report on the audit and other financial matters at the annual shareholders’ meeting,
The treasurer has 90 days from the close of the calendar year to deliver copies of the CPA’s statement of available tax deductions to all shareholders. Within 90 days of the fiscal year’s close, he or she must distribute the annual report of operations and the corporation balance sheet, certified by the CPA. A copy of the annual report must also be filed with the state.
Ed Torres is a certified public accountant, so he was a natural choice when the board at Park Lane North, a 204-unit high-rise co-op in Forest Hills, Queens, was looking for a treasurer. But Torres regards financial matters as only the beginning of the treasurer’s job.
“It’s not just about keeping an eye on the books and investments; it’s also about supervising projects, estimating costs, making sure the funds are in place,” Torres says. “I used to walk the hallways, walk the property, always taking notes. A few years ago, we hired an engineer to do a complete review of the building.”
Thinking outside the box comes naturally to this board. One member runs a carpet-cleaning business, but he tapped his interest in technology to guide the installation of new security cameras. Another member who works in marketing helped the co-op build its website. An architect on the board got involved with projects to redo the roof and hallways.
“Most of us have certain expertise, but we also do other things,” Torres says. “This board is very active, very hands-on. We’re looking to improve amenities while keeping down costs – and that requires a hands-on approach.”
Marti Dressler used to run a ballet studio, so she knows a thing or two about how a business works. But she’s not an accountant. So she isn’t shy about asking for help when doing her job as treasurer at The Normandy, a 128-unit co-op in Forest Hills, Queens.
“There are two CPAs on the board who have more experience with numbers and financial details than I do,” Dressler says. “I go over the books very carefully to make sure we’re not paying too much, and I trust the CPAs to make sure the financials are balanced. If they see something, they bring it to the table. We don’t miss much because we don’t rely on one pair of eyes.”
In years past, says Dressler, officers on the board tended to stick with their assigned roles. But as new people with different expertise came on the board, the exchange of knowledge and ideas opened up.
“Now it’s more of a sharing process,” Dressler says. “We work together as a team instead of compartmentalizing. Everyone feels responsible for the financial well-being of the building, and we question each other when we don’t understand something. We have a dialogue.”
The key to Dressler’s philosophy is overcoming fear: “I was never afraid to ask someone with more experience for help.”
William Slobodsky has been a resident of Park Plaza, a 440-unit co-op in Rego Park, Queens, for eight years. In the spring of 2010, Slobodsky, who works as an accountant in a law firm, joined the board as treasurer. The co-op has not had a maintenance increase in three years, a dream that, this treasurer realizes, cannot last forever.
“It’s a juggling act to get the work done but make sure money is coming in,” says Slobodsky. “We’re going to talk to the property manager and shareholders soon to figure out how to replenish the reserve fund. You’re trying to keep the majority of shareholders happy, but you also have to think about the building’s long-term future. You can’t keep the maintenance level forever.”
What is the best way to keep afloat? Slobodsky says it is for board members to be specific about their expectations.
“My philosophy is to set goals and deadlines,” he says. “If an employee knows what’s expected of him and how long he has to do it, he’s going to react differently.”
1 Recording the minutes of all board and/or shareholder meetings
2 Maintaining a file of meeting minutes
3 Drafting and distributing the agenda
4 Signed, sealed, and delivered
5 Accepting and posting notice of board meetings
THE SECRETARY’S duties
1 Recording the minutes of all board and/or shareholder meetings. The minutes should include a summary of the discussion, the resolutions, how the board voted, and the attendance and duration of the meeting. The minutes are the paper trail of the co-op.
2 Maintaining a file of meeting minutes. Because the minutes are so important, the secretary should keep them in an organized file. The secretary’s records should also include resolutions approved or rejected by the board and an updated list of all residents.
3 Drafting and distributing the agenda. Once the board has determined the contents of the agenda for its next meeting, under the guidance of the president, the secretary is often responsible for drafting the agenda (or revising the president’s draft) and distributing it and the documents necessary to discuss the agenda items to the other board members. How well a board is prepared for a meeting can shorten the meeting time substantially.
4 Signed, sealed, and delivered. True to the title, the board secretary is responsible for most of the official, and unofficial, correspondence of the board. He or she is responsible for drafting and distributing board letters to shareholders and paid professionals. The secretary is also responsible for signing transfer-of-shares documents and co-signing certain checks and papers. As the traditional keeper of the corporate seal, the secretary is responsible for perusing documents, affixing the seal to legal papers and witnessing signatures on legal documents, and filing necessary forms with state and local agencies.
5 Accepting and posting notice of board meetings. The secretary must accept and file proxies for annual and/or special shareholder meetings. The proxy must be handled correctly (with meeting notice clearly delineating conditions for proxy voting and proper authentication of signatures) or the meetings – and the decisions made – may be invalidated. By law, notice of all meetings must be posted.
Despite the importance of these duties, many co-ops assign the secretarial duties to their managing agent. Other boards hire an outside record-keeper to avoid board or managing agent biases. While this is legal, the board still must include an official secretary in its membership.
Paul Morejon had no experience taking meeting minutes or preparing agendas when he was tapped last year to become the secretary of his new 115-unit co-op in Harlem. The learning curve has been steep.
“Since we’re a young board, we had to feel our way,” says Morejon, who works as a web and social media developer. “We were guided by our property manager, Lynn Tiews, and the sponsor, Gale Kaufman. They kept reminding me that minutes are not supposed to capture the meeting word for word; they’re about summarizing the discussion and recording the decision, if there was one.”
After each meeting, Morejon also produces and distributes an “action list.” Says he: “It’s information that’s useful to shareholders. For instance, it lets them know we’re buying patio furniture for the courtyard. We don’t include discussions on the budget, or personnel discussions. The financials are revealed at the annual meeting.”
Morejon likens the secretary’s job to being a traffic cop. “We had to learn that the minutes and the agenda are there to keep us honest and to keep us moving forward,” he says. “Thanks to the minutes, we aren’t constantly kicking the same ideas around and revisiting them.” He has one more word to describe the job. “I think the role of secretary is thankless.”
Carolyn Hahn agrees with others that “nobody wants to be secretary.” She has been secretary of her 136-unit Upper West Side co-op since 2002, interrupted by a two-year stint as president. “You have to pay attention and you can’t coast. Writing meeting minutes is a good training mission. It forces you to listen and figure out what’s got to be covered. It’s not creative writing – it’s a business – but I’ve learned to be concise because everything can wind up in the pages of the New York Post.”
Hahn’s workload was lightened considerably last year when the board hired Cooper Square Realty, whose management services include taking minutes at board meetings. The lighter workload hasn’t changed Hahn’s philosophy.
“I didn’t think of the minutes as my thing,” she says. “I think of it as a tool for the board and the building. If you’re going to do it, do it with an open heart and do it well. And leave out the acrimony.”
Ron Brawer served as secretary of his Flatiron District co-op’s board for nearly two decades, beginning in the pre-computer dark ages, when he had to write meeting minutes and agendas longhand.
“It was a more casual kind of note-taking than is now the norm,” says Brawer, a screenwriter, who moved into the seven-unit loft building in 1975 and became the board’s secretary after the conversion to a co-op in 1981. He held the post until 2000 and still sits on the board, as do all seven of the building’s shareholders.
Like other secretaries, Brawer learned during those years of service that some things are better left out of the meeting minutes. “Some things are omitted because there’s an awareness that they’ll be seen by a potential buyer, or that they might get subpoenaed for a legal proceeding,” he says. “You need to be careful that things don’t come back to bite you.”
His philosophy, in its essence, is simple: “Keep the important things in mind. If there’s a discussion about people leaving things in the hallway and people get excited and angry – you don’t need to get into all the ‘he said/she said’ stuff. Try to keep the emotional issues out.”
And how do you do that? “By sticking to the facts.”