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meeting with the managing agentSep 01, 2007


Many of you have written wise things and have also given me good advice in the past; I'd like to get your feedback on this.

Miraculously, it looks as though our current VP is serious about getting rid of our managing agent/management company. (I've posted in the past about proxy tampering and other issues.) This is a great, great sign. It also gives me hope that the VP may be starting to think independently of the BP (who wants to retain the MA/management company).

The current managing agent was hired by the BP, who was the only one to interview her and presented it to the rest of the board as a fait accompli: "Here is our new managing agent." The way it always worked was this: the BP would meet with the MA on a monthly (sometimes bi-monthly) basis. Alone. During my stint on the board, I found this odd and asked if I could attend. Initially the BP told me I could, but that first meeting came and went and I wasn't notified that it was happening. So I asked that I be included in the next one (and the next one, and the next one...). The BP hemmed and hawed and said: "Well, the thing is, often we change the time at the last minute, so it's difficult to set up with an additional person..." To which I would respond: "Well, let me know anyway. Give me a heads-up. If I can make it, I will." And he would just never let me know that these meetings were happening.

Subsequently friends in other buildings raised their eyebrows at this and told me that it is not standard procedure for the MA to meet solely, alone, with the BP. In their buildings, the MA meets with the entire board (or a majority).

How does it work in your buildings?

Now that we're shopping for a new management company and MA, I'd kind of like it if we could start out on the right foot. I'd like the entire board to have a working relationship with the MA. It just seems healthier to me.

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Mgmt and the board - BP Sep 02, 2007


GK: I remember your posts about problems with your BP, your VP's hesitancy to oppose him, etc. Glad to hear your VP is, hopefully, taking a stronger stance.

All BMs should have a working relationship with the MA, in my opinion. I think your BP and other BMs are forgetting an important point: A board is a "team." No BM should act or make decisions independently of the others. A BM can take on a task (e.g., researching a subject or writing a draft of a letter to Shs for "Board of Directors" signature). But he'd report back to the full board on such things.

That said, BMs have to interact with the MA to some degree. If, as happened to you, the BP is controlling and the only one working with the MA, the others are not in the loop and probably getting no info or skewed info from the BP on what is going on, how money is spent, etc. In my coop, we try to have all BMs attend meetings with the MA. If one can't make it, we make sure meeting minutes are typed asap and given to him with any paperwork (proposals, resident lists, etc.) the MA distributed at the meeting.

We have a lot of interplay by e-mail too. BMs copy the full board and the MA on their posts, and the MA copies all of them on his. It seems your BP and MA are a tight twosome, but handling e-mail this way ensures that no BM is left out of anything. You said you're shopping for a new mgmt firm and want to start off on the right foot with them. A first step in that direction should be having ALL BMs interview mgmt firms, deciding which firm you go with, and meeting the person who will be your MA.

In my coop, all BMs call the MA if they want, and meetings and e-mail keep everyone involved. There are times when the BP is the contact person with the MA, to keep things less complicated and/or time-consuming. THe BP and MA can often settle minor issues or clear up details that the full board doesn't have to get involved in. But on important matters the BP informs the others what the MA told him or what was discussed. Of course, it helps if you have a BP who isn't a control freak and who can be counted on to do this.

If your VP is waking up to the need to not let the BP keep playing "Power Man," maybe your board's next major task in the months ahead, along with hiring a new mgmt firm, should be getting the BP voted out of. If you want to fresh, clean start and get off on the right foot, it sounds like it's time to give your BP the boot!

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Re: Mgmt and the board - GK Sep 06, 2007


BP, thank you so much for your input. It has been difficult for me to respond. Everything you say is so rational, so sane, so seemingly straightforward...and yet, in light of our current BP, it will be difficult if not impossible to implement much of what you suggest.

"If, as happened to you, the BP is controlling and the only one working with the MA, the others are not in the loop and probably getting no info or skewed info from the BP on what is going on, how money is spent, etc."

Yep.

"A first step in that direction should be having ALL BMs interview mgmt firms, deciding which firm you go with, and meeting the person who will be your MA."

As I said, I'm not presently on the board (I can't be as long as the current BP is part of the equation) but the VP and I have been having discussions about this and I am really pushing for just what you suggest above. I'm really trying to emphasize the importance of having all BMs meet and interview potential MAs, rather than just the BP, who usually tries to maneuver situations so that he is the only one meeting with any given person: MA, super, potential buyer, accountant, counsel... As stated before, he's a textbook bully, so one-on-one situations work best for him.

"Of course, it helps if you have a BP who isn't a control freak and who can be counted on to do this."

He is a control freak, and can be counted on to relay only information (accurate or not, complete or not, true or completely fabricated) that furthers his own agenda.

"If your VP is waking up to the need to not let the BP keep playing 'Power Man,' maybe your board's next major task in the months ahead, along with hiring a new mgmt firm, should be getting the BP voted out of."

This was the part that I found it especially difficult, almost painful, to respond to. The VP has always been aware of the problems with the BP. From day one. But he caves because: the BP's wife is a lovely person (she really is!) who is good friends with the VP's wife; the BP brings the VP nice little presents from his vacations all over the globe (how he can afford such frequent, far-flung travel is another question for another day); the VP views the BP as unstable and fears even more erratic behavior or reprisals if action is taken to remove him.

As I think I mentioned previously, we did attempt to remove him as president at one point. We suggested that he take on the role of treasurer, which involves less interaction with the public and to which he seems better suited. The motion was presented, I seconded the motion, and if the VP had "thirded" the motion the BP would have had to step aside. But the VP, who was willing to assume the role of president, stopped short of concurring with the motion, for the reasons stated above. Even so, this essentially amounted to a vote of no confidence. If it were me, I would have taken that to heart and stepped aside. Not this guy. If anything our no-confidence vote only strengthened his belief that he is somehow entitled to the role of president, and he dug in his heels.

With the current cohort he is once again president. Not quite sure how that happened but I imagine it has something to do with the fact that two BMs are brand new and the VP is rightfully consumed with his professional life, where he excels. Part of the problem, I think, is that the BP has more time than anyone else to devote to the board.

As for voting him off the board altogether, I don't see how that can ever happen, since he is voting for the sponsor and also seems to have most of the proxies in his pocket. So.

Sorry to be prolix and sorry to sound defeatist, but this is not a good situation. However, one can hope that by the *full* board developing a working relationship with a new MA, and by the *full* board deciding which management company to go with, life in our building will be infused with just a wee bit more sanity (and genuine representation) than at present.

Thanks again for your input.

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Reply to GK re: the BP - BP Sep 06, 2007


GK: I understand what you're saying. You have a difficult situation with your BP. I'd like to say a few more things and I hope you don't mind.

1) I recall your saying that the wives of the BP and VP are friends. Fine. Let them. They're not supposed to be engaged in, or privy to, board biz anyway. You have to tell the VP he has to decide: a) if he wants to be the BP's friend and accept presents the BP gives him from his travels (he must realize they're payoffs) or b) if he'll be a BM whose first responsibility is --TO THE COOP AND ALL ITS SHs.

2) A bully (in school, at work, on a board) is only a bully if people LET THEMSELVES BE BULLIED. A BP has some specific duties: signing coop tax forms, chairing meetings (maybe), etc. But he has NO MORE PRIVILEGES OR RIGHTS THAN ANY OTHER BM. The board is a team of equals who work together.

3) Board positions aren't decided by SHs. The board votes on who will assume what position. Try this. Convince the VP to tell the new BMs how important it is to unseat the BP. They must have a clue by now that he acts totally out of order. Then at the next board meeting, the VP (or new BM if he'll do it) should ask the BP if he may have the floor to speak. It's "Parliamentary procedure" - if someone has the floor, it can't arbitrarily be taken away by anyone. It's given up if a person who has the floor agrees to give it up or if that person concludes his motions/business.

The VP (or new BM) should motion to vote on reassigning the BP as treasurer. (You only need someone to "second" it, you don't need a "third". There's something called "majority carries." If the majority of your BMs vote to reappoint the BP as treasurer - he's the treasurer. If he doesn't want to be, tell him he always has the option of resigning from the board. IMPORTANT - check this "procedure" with your coop attorney. If you can't trust him any more than the BP, ask another attorney, or ask a BP or BM you know in another bldg to ask their attorney for you.

4) I see why you don't want to be on the board with this BP. But you seem to be one of the few people who sees the big picture and has the guts to want to turn things around for the better. Shall I try to instill a pang of guilt in you and say: Your coop, SHs and board need you."

You have a tough situation, and if the BP has many proxies (incl the sponsor's) in his pocket, it isn't easy to get him voted off the board. That's another animal entirely. But think about it. Why does he have so many proxies? Is he friends with all those SHs? Do they give him their proxies bec he bullies them? Do they honestly think he's doing a good job, and "if it aint' broke don't fix it"?

I don't know how big/small your bldg is. But if you start looking for more SHs to run for the board, get them revved up, urge them to be more "visible" and gradually show all SHs how stagnant things are, and how new qualified people with fresh ideas and perspectives are needed on the board, you could change things by the time the next annual meeting rolls around. Keep communication going. As you get closer to annual meeting time, tell SHs you can make a difference and you hope they'll support you in the election in person or by proxy. You don't have to throw this in the BP's face. You (and by you, I mean you and others you can convince to run for the board) can campaign quietly just by keeping in touch and talking to SHs. You can do it in a responsible, professional way, which is probably not what your BP does.

GK, I still say someone can't be controlling if you take the source of his power away, and he can't be bullying if you refuse to let yourself be bullied.

Finally, GK, I don't think your board's problem is totally the BP. I think it's also the VP. Is he going to do what's right...or what's easy? Is he going to agree with you then keep backing down bec he's afraid of the BP? If he's so wishy-washy and easily manipulated by the BP, why doesn't he get off the board? What good has he done for your bldg lately as a BM? It seems to me he's virtually useless if he won't take a stand and STICK to it.

As my dad used to say: "Pee or get off the pot."

I didn't put in my two cents. I put in about a dollar and a half. :-) No offense intended. Just trying to help.

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Re: Reply to GK re: the BP - GK Sep 14, 2007


Thanks so much for your thoughtful response, BP. No offense taken whatsoever. Just a bit difficult to respond to such matter-of-fact rationality, because our BP, although capable of bursts of lucidity, is highly irrational and seems to sow dysfunction wherever he goes.

"They're not supposed to be engaged in, or privy to, board biz anyway."

Yeah, but they are. The VP's wife in particular has a lot of board input.

"You have to tell the VP he has to decide: a) if he wants to be the BP's friend and accept presents the BP gives him from his travels (he must realize they're payoffs) or b) if he'll be a BM whose first responsibility is --TO THE COOP AND ALL ITS SHs."

I have told him this in no uncertain terms on more than one occasion. He just sort of shrugs it off; I'm not sure if I'm getting through to him. As for the gifts, these aren't big-ticket items. It's not like the BP is bringing the VP diamonds from South Africa. No, we're talking: a CD from West Africa here, a loaf of bread from an exotic island there...etc. Just little souvenirs that say "thinking of you."

"A bully (in school, at work, on a board) is only a bully if people LET THEMSELVES BE BULLIED."

I've heard this argument before; frankly I think it's an overly simplified reading of a very complicated dynamic. I really believe that most people are profoundly capable of empathy. I would go so far as to say that empathy defines our humanity. Bullies are the exception and, I think, manifest antisocial characteristics and an inability to empathize which makes it possible for them to manipulate others and to be cruel. And I do mean cruel. The objects of this will almost always try (and will spend a lot of time and energy trying) to UNDERSTAND the situation but, to paraphrase Primo Levi, Hier ist kein Warum--there is no WHY here. No reason, no rationality.

"The VP (or new BM) should motion to vote on reassigning the BP as treasurer. (You only need someone to 'second' it, you don't need a 'third'. There's something called 'majority carries.' If the majority of your BMs vote to reappoint the BP as treasurer - he's the treasurer."

What happened when we tried to reassign him was this. We were a board of four. One BM motioned to reassign the BP as treasurer. I seconded the motion. The VP, while recognizing the problem and offering to assume the role of presidency, abstained from voting. The BP, obviously, voted against the motion and said that, if necessary, he would get the sponsor on the phone and the sponsor would also vote against it. So even though this was clearly a no-confidence vote, we assumed we were stuck, and the status quo was maintained. (The BP interpreted this as a personal victory, and emerged from the meeting feeling more entitled than ever to the position of president.)

"Shall I try to instill a pang of guilt in you and say: Your coop, SHs and board need you."

I agree with you. But when my quality of life is so diminished by trying to deal with the nightmare that is our BP, I have to take a step back and protect myself. If I felt that others firmly had my back, that would be a different story. But the others in the building who had his number and were opposed to him have all left within the past year or so. I can't do this by myself. There are a couple of others still in the building who appear to have doubts about this man, but really getting through to them and persuading them that action is necessary to unseat him is a delicate balancing act. One hesitates to be a "troublemaker," because that isn't effective. I do have some emails that I could show them that would make my case quite persuasively, however. It's just a question of finding the right moment.

"I don't know how big/small your bldg is."

50 units.

"You can do it in a responsible, professional way, which is probably not what your BP does."

Nope. He buttonholes people and gets right up in their face (think of the famous photos of Lyndon Johnson where he utterly disrespects his interlocutor's physical boundaries) and basically just lies.

"I don't think your board's problem is totally the BP. I think it's also the VP. Is he going to do what's right...or what's easy?"

The VP is good to have on the board. Without going into too much detail, he has professional expertise that is vital to the co-op. He's also very level-headed and diplomatic. And smart. I'm disappointed that he can't seem to take a firm stand against the BP, though. The BP has bragged to shareholders that he is "grooming" the VP to be his replacement, which, though a pathetic, self-serving and patronizing thing to say, does at least offer a glimmer of hope that he foresees a future in which he will no longer be the BP.

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meeting with managing agent - GM Sep 02, 2007


Our Board meets on a monthly basis at the managing agent's offfice. All Board members or at least a majority attend including the managing agent. Minutes are taken. The managing agent mails the minutes with the maintenance bill.
In between Board meetings we use e-mail to address co-op concerns. Board members and Managing agent are linked together in e-mail address book. This system works well to respond and act uniformly on issues in a timely manner.
GM

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Re: meeting with managing agent - GK Sep 02, 2007


GM, this makes a lot of sense and this is certainly the way I and two other board members tried to do business. The BP, alas, dislikes email (he is made especially uncomfortable by group emails or emails that are copied to relevant parties). He favors one-on-one conversations that leave no trace.

During my stint on the board I made what I think was a persuasive case for why the board should use email in its communications. I'm not sure to what extent email is used currently; my guess would be that it is used less. The BP's modus operandi is to scream until he gets what he wants; the other BMs are fairly conciliatory and I imagine would let him have his way on the email issue, since he feels so strongly about it.

BP, thank you, too, for your answer, which I'll address separately.

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Re: meeting with the managing agent - AR Sep 14, 2007


As a principal and managing agent, I can say the current agent should be replaced if they are permitting this practice. I have one particular BP who does occasionally ask to meet me (starbucks, the building, wherever) and we discuss bills, questions, etc. When we are done, I ALWAYS memorialize any conversations and requests, etc. in an email to him, cc'ing the entire board.

The agent must understand, that even though the BP requests time, he/she works for the entire coop/condo.
feel free to contact me if you have any questions, etc.

~AR

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Re: meeting with the managing agent - GK Sep 14, 2007


Wow. This is very good to know. Thank you so much for your response. (I've also been meaning to answer BP's thoughtful response.)

I've only been a co-op owner for five years. I confess that for the first year or so I didn't pay much attention to building governance. Once I started getting interested, our current BP was ensconced in his position and would meet privately in his apartment with the MA on a monthly or bi-monthly basis. It wasn't until I was on the board that I thought about that and asked myself: "Wait. Is that normal?"

You write that from time to time you meet one-on-one with the BP to go over bills, etc. You then follow up with a record of conversation cc'ed to the entire board. (That's something right there. Our BP would chew you out for that. He views copying others on emails as a personal affront/shaming device. I and almost everyone else I know view emailing several people at once as simply efficient. It's stunning to me that the basic features of email should even arise as an issue. If the BP were older, I might be able to explain it as a generational thing, but in fact he's in his early forties so you would think that email would not be particularly controversial for him.)

Aside from these occasional one-on-one meetings with the BP you mentioned, do you also make it a regular practice to meet with the entire board?

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Re: meeting with the managing agent - AR Sep 14, 2007


Any meetings with the BP are in addition to regular board meetings, never as a replacement. Again, anything said is reiterated at the meeting.
If the MA is not adhering to ethical practices (by his own volition or not), then he is being managed and not managing. out of order, thus, it needs fixing.

oh, and if the BP ever gets insulted that i copy the board, then that would indicate that he has something to hide and the meetings would have to stop immediately.

~AR

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Re: meeting with the managing agent - GK Sep 14, 2007


"Any meetings with the BP are in addition to regular board meetings, never as a replacement."

Wow. Eye-opening. Thanks. It's funny how dysfunction can sometimes pass for normalcy, when people don't know better.

"oh, and if the BP ever gets insulted that i copy the board, then that would indicate that he has something to hide and the meetings would have to stop immediately."

Yup. This is what I've tried to indicate: the BP behaves very much like someone who has something to hide. If he's as irreproachable as he says he is, he wouldn't fly into a defensive rage every time an email gets copied, every time a question is raised, etc.

Thanks again.

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