Co-op Op-Ed: Why Boards Have Bad Reputations – And What to Do About It
Jan. 13, 2010 — I'd like to think that retreat may be the most valorous of actions. I say that since I don't fancy myself a quitter.
In 2007, I was elected as one of seven members of the co-op board of my cooperative apartment building on Manhattan's Upper West Side. Halfway through my two-year term, the co-op board chose me to be its president after the board member who'd held that office moved away for a year. I had sufficient spare time, past experience as president of a condo board and considerable interest in protecting the investment I'd made in my apartment.
My building has two wings, with separate entrances and a short length of retail stores linking them. I've lived here over three years and marvel at the fact that one wing (or "side," as I came to see it) always seemed at war with the other. Yet I'd underestimated the ferocity of the warfare, the conspiracies it engendered and the passivity of most of the board members.
What made my role as president – which consumed 10 to 15, not unexpectedly thankless hours a week – especially trying was that the other side dominated the board. There were four of "them," plus an inappropriately vocal, non-voting "associate member", an informal arrangement meant to groom future board members. I'm unaware of any attorney's input as to legality of such unelected representatives, chosen under undefined criteria, who are being privy to confidential corporate discussions and who participate in decision-making.
A Board Divided Against Itself
That other side also insisted on unilaterally adding a second associate member, whom I hadn't met and who hadn't attended a forum we had held for the whole building. Also, they revered the aging superintendent, who tended toward their side and persistently disparaged the highly capable one on "my" side. Every board vote seemed to have been discussed among them, so the situation felt like, yes, a conspiracy.
Here are a just a few of the circumstances that, in addition to my loss of spare time, caused me to quit a couple of weeks ago:
For pressing personal reasons, one member stopped attending our occasionally acrimonious monthly meetings after June and never responded to calls or e-mails. Another member's workload became so overwhelming, she said, that after the June meeting, she, too, disappeared.
Our treasurer, a financial professional, volunteered to draft an investment plan for our reserve fund. After three months, he still hadn't done so, and on just a day's notice canceled his attendance at a critical budget-adoption meeting planned two months ahead. He also failed to respond to an e-mail request to speak with me.
Not only did he ignore my request for additional communication, but the board members from the other side usually felt free either to ignore requests for help or amplification, and also didn't bother to read documents e-mailed to all of us.
Co-op board members from the
other side ignored requests for help
or amplification, and didn't bother
to read e-mailed documents.
At a successful forum that I'd initiated to improve shareholder communication, two individuals seemed intent on exaggerating their roles. One was a board member, now president, who disclosed what I take to be privileged board deliberations concerning our purchase of oil. The other was an associate member without so much as a vote but who acted like chairperson of the event. She loved the sound of her voice so much that our meetings customarily went on for three hours.
Laziness and lack of initiative were rampant. A subcommittee of members who volunteered to rewrite the co-op's rules failed to submit a draft for close to year. Not one other board member helped the two or three residents who planted 900 tulip bulbs in our tree pits on a brisk fall day. Even an effort so undemanding as hosting our meetings had only one other board member and me volunteering our apartments.
These are just some of the reasons that, after much agonizing, I finally resigned both the presidency and my membership on the board, leaving its fiduciary responsibility to neighbors for whom, for the most part, I have scant respect in terms of their commitment, their character and, in a couple of cases, their ability.
How Not to Be Like that Board
To me, the lesson I take from my experience (which is hardly unique or even rare, from what I have heard) is that the formation of a responsible board should begin with these actions:
- a "job description"
- a conversation between existing board members and aspirants;
- something more than vapid speeches at annual meetings by the candidates, such as individual questioning by shareholders and even a debate.
If your existing board is enduring such infighting, hire a mediator. The expense will be dwarfed by the time and, through better decision-making, the money you will likely save.
Knowing how hard it is to find capable and willing directors, I'm aware that the foregoing recommendations sound like pie in the sky. But that situation doesn't obviate the reality that shareholders get what they deserve. Therefore, they — and you — have an obligation to become activists, and to learn about the directors and monitor their performance as best they — and you —can.
Malcolm Carter is a licensed associate real estate broker and senior vice president of Charles Rutenberg Realty in Manhattan, operating his own division, Service You Can Trust . A former journalist and communications executive, he started his real estate practice in the Washington, D.C., area before moving it in 2006 to New York City, where he has lived a total of 29 years. This was adapted and expanded from Carter's Service You Can Trust blog .