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Board Talk: A Conversation About Meeting Times

Marie: I’m a first-time poster. Thanks for reading.

We have long-standing board members in our co-op. When new shareholders want to run, the president always makes a point of stating that the board meets weekdays, during the day. Since our current board includes people who don’t work or are retired, meeting at 10:00 AM on a Thursday is convenient for them. There are issues with the current board that many shareholders would like to address by getting at least one new member elected to the board at our next annual meeting of shareholders. Most of us work a typical 9-to-5 schedule and would like the board meeting to take place in the evening, after we get back from work.

If there is a quorum, are they able to prevent the new member from joining the meetings simply by holding the meeting at a time that is inconvenient? The language of the proprietary lease (below) doesn’t seem very specific on this matter.

“Regular meetings of the Board of Directors shall be held not less than once every six (6) weeks and may be held upon such notice, or without notice, and at such time and at such place as shall, from time to time, be determined by the Board of Directors.”

Liz: There is no reason for the current meeting time to be set in stone; if current members are available at 10 AM, they are also available at other times.

After a new member is elected, that member can provide his or her available times to the board. It is the board’s responsibility to agree on a time when all can meet.

If the rest of the board will not accommodate a new member’s schedule for some reason, the new board member should speak with the co-op’s legal counsel, who should be able to persuade the board to be accommodating. I am not a lawyer, but I believe that by excluding a board member from meetings, the board would be violating its commitment to fiduciary responsibility, and to business corporate law.

C/CS: Sorry, but scheduling meetings at an inconvenient time is NOT “excluding” a new board member. If six members like Thursday mornings and one doesn’t, many would think it unfair to force the six to change.

The idea that the board has a “responsibility to agree on a time when all can meet” is unsupported wishful thinking. The idea that counsel would be able to make the board “accommodating,” or would be interested in doing so, isn’t much better.

In the climate you describe, the notion of passing a by-laws amendment is simply unrealistic.

I’d instead spend my energy getting the board majority to allow participation by teleconference [phone or Skype] at their regular time. There’s no good excuse not to, there’s ample precedent, counsel would have trouble objecting, and if the board refuses, THAT becomes your justification and rallying cry for a recall election.

Carl Tait: Scheduling a single board meeting at a time that’s convenient for the most members is reasonable, and no one would argue with that – so long as the same people aren’t being excluded time after time. And that’s the issue here: it’s a systematic problem.

Allowing participation by teleconference is certainly a good idea... [but] it doesn’t address the central problem in this case. Someone with a conventional job can’t be expected to drop everything at work and hang out on a phone call during the business day for an hour or two.

This would be clear-cut if the excluded board member had a disability that prevented attendance: “We always meet on top of the hill.” “But it’s not wheelchair accessible.” “TOO BAD! Majority rules!” Obviously the board would need to make a reasonable accommodation in that case. The present situation feels very similar. The board is being inflexible on an element of the meeting that precludes attendance by most people with jobs. Also, it’s hard to see how the board could argue that it would be an undue hardship to change the meeting time.

C/CS: “No one would argue with that” is another unsupported assertion that ignores the facts of this case. Every sitting member of this board would argue with that.

Further, what you [or I] may think “reasonable” or “fair” has no relevance or meaning here.

The wheelchair comparison fails, as you’re now talking about a protected class which the law says must be accommodated. Having a job is not a disability, and no consideration is due board members who don’t find the meeting time convenient.

That’s why I suggested a stopgap measure until more considerate and flexible board members constitute the majority. Get elected, attend by phone, and you’ll have immediate access to all corporate records. Then begin work on securing additional seats.

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