This practice would seem to be contrary to the bylaws, which probably state something similar to: "The Board of Directors may from time to tim by resolution fix in advance a place and time for holding meetings of the board, and except as otherwise provided by law or by the Bylaws, such meetings may be held and any business may be transacted thereat without notice. Specials meetings of the board may be held at any place and time and for any purpose when called by the President or Vice President or any number of Directors on ten days notice of the place, time and purposes thereof given or mailed to each director."

The main issue that I see with these meetings is that they were not properly called for as noted in most Bylaws. Notice needs to be served to all directors in order to be in compliance and any and all decisions made at these unofficial meetings are just that - unofficial. They can't be acted upon without proper discussion at a properly called for meeting of the Board. The way around this is if you have a monthly meeting that is "the second Tuesday of the month at 7:30pm in apartment 6B" and then official notice would not need to be served each and every month; it will be implied as notice given when the schedule is made.

Before going the route of bringing this to the Shareholders, I would keep it internal and cite the Bylaws paragraph that notes the way in which meetings shall take place and then mention that you're going to go outside the Board if they continue to act as a rogue agency. If there are decisions that affect the Superintendent and they are in conflict with the Union's contract with the building, then it could have implications - but without knowing all of the details, it is hard to answer that (plus, I am not an attorney and this is my opinion only).

Hope that helps.

Are they meeting "in secret" or are some of the 9 board members unavailable to meet / don't want to meet / are not engaged and thereby defer to the members who are engaged and meeting, outside of regular meetings to discuss issues.

I would validate the information first / the reasons before assuming that the members are meeting in private to advance a shared agenda. A simple letter to all board members indicating that it has been reported that certain board members meet, without all board members in attendance and you would like the board to comment on this reported behavior will allow the board to respond accordingly.

I am on a board and it is fairly normal for part of board to have discussions between meetings.

The main issue is board members have a fiduciary responsibility to building and main goal is to improve building, improve finances, maintain building, reduce risk, cut costs if possible etc for betterment of entire building.

Are these real meetings or just folks talking and is consolidating the superintendents function under his authority good for building or just good for the four folks.

I mean I have plans to get our loan paid off early, grieve taxes and talked to half the board, the other person wants to fix cracked sidewalks, and paint rails, a third person was interested in landscaping. We all talk to part of board between meeting and at meetings we take it to vote with a full board.

As long as it is honest I am ok with off the record meetings. Honestly the whole tax grievances process at best one other person on board fully grasps and I discussed it with pre-board meeting.

Thanks for your comments Mark. There is a lot more background that I can add (but not in a public forum). I'm thinking that the parties involved will already know this is about them just by my first post and they most likely read this board. The smooth talking persuasive manager has latched onto an influential board member and are directing this. This building had a power hungry manager about 15 years ago who convinced the board to give him 3 jobs (Superintendent, Manager & Head of Security). He was put into the union for purposes of benefits.(As a result when he was gone we were forced to keep an extra union position.) The board went along with this. He fired & suspended at will and then went to the board for justification for his actions. It took us 3 years to get rid of this guy and the sitting board (3 seats each year). We don't want a recurrence of this after 10 years of running a tight ship. During interviewing for a new management company a few months ago, one company commented that our present manager is a former employee. When asked why he no longer worked there, we were informed the board objected to his controlling methods and the company lost the building and he was fired.

Hi,

Secrecy and discretion by themselves are not bad. Please check your by-laws. Ours has a provision for an executive committee to handle things between meetings. We don't currently use it and I am unsure whether legal judgments have limited its use. But it is there in case we need it.

It is also common for my building to discuss items between meetings via e-mail as some items simply cannot wait for the next meeting.

Furthermore, our building staff reports to our managing agent. When board members suggest items to be done, they go through the manager. This allows the staff to have ‘one voice’ upon which to listen and schedule their time. The manager reports to the Board and the staff knows who is in charge. During an emergency (this is rare), the staff listens to the Board members on site if the manager is not available.

My suggestion is that if you are not one of the four, then ask to be included. Go in with a neutral attitude, learn what is going on and why (i.e. earn their trust). Then, if bad stuff is going on, you can expose it or if good stuff is going on, then you can be part of it.

Good luck!

Steve