A Conversation About Board Meetings

Markeg: How do you hold your monthly board meetings? We have an open forum for owners. For the first half-hour of the meeting, each person is only allowed to talk about their grievances for five minutes per person. It’s always the same people, however. Does anyone else do it this way? I believe that any complaints or grievances should go to the managing agent and be brought up at the meeting. It seems that the way we hold our meetings wastes so much time and is counterproductive. I think that most boards have closed meetings open only to board members.

Newbie: Our board meetings are strictly closed, even when a shareholder asks to attend in order to present a specific matter needing board attention. But then, the rest of my board (not me) strongly endorses an extremely uncommunicative policy towards shareholders – for which the board sometimes pays a price.

AB: I live in a co-op in Brooklyn. The board has only closed meetings. Shareholders including myself have requested open meetings at least to discuss major building issues. Unfortunately, this is not the case. The board has had one open meeting this year only after shareholders started bombarding them with voice mails, e-mails, and letters. Like previous messages, these meetings become a forum for complaints and the board uses this to ignore issues. The biggest concern with our board is that there are only five members: one sponsor, two members that were elected by the sponsor, one member who does not live in the building, and the last member who is ignored. Our managing agent attended the last board meeting and spent most of the time telling people to “shut up” and calling us “stupid.” Of course, the meeting became unproductive and majority of the sponsor elected board sat back and used this to ignore shareholders and building issues. I think the only way to have a productive meeting is getting shareholders more active and informed.

Board Prez: If what you are saying about your managing agent is true and not taken out of context, AB, the board should not tolerate such behavior, nor should it tolerate such behavior from the shareholders. The next time your board has such a meeting, they should provide an agenda and stick to it. Shareholders should ask questions that are reasonable, unemotional, and respectful. In turn they should receive reasonable, unemotional, and respectful responses. We are required by our bylaws to hold a number of open meetings annually, which we do. Those meetings are used to make announcements and provide some reports to keep shareholders informed. At the end we do take questions and answers for about 15 minutes but we do not discuss legal issues or anything else that may be considered confidential. We do not conduct any business at these open sessions. In theory, it sounds OK; however these sessions are consistently attended only by a small group of long-time residents as well as a small group of dissidents who use it as a forum to complain and have no interest in the truth. Of course, it allows us to nip those complaints in the bud by correcting misconceptions and providing the others with the right information. The trick is not to let the Q&A get out of hand – no soapboxes, no political rhetoric, and no name-calling.

JIMMY: The property manager reports to the board and is answerable to the board – only!!! We do not allow shareholders to question the property manager at any meeting. In my view, one needs to take control.

AB: Thanks for the responses. These statements are all valid and not taken out of context. The main issue with the current board and managing agent is that there is no agenda or organization. I don’t think there are any tricks for a meeting other than being organized. I would post several e-mails that I personally received from the manager but I do not want to breach any confidentiality or privacy. I assure you, the wording and statements in these e-mails harassed me and fellow shareholders. Shareholders even started a forum on a Google group discussing the behaviors of the board and managing agent. Shareholders continue to let the board know about their concerns and the criminal property manager.

LARRY: Our monthly meetings are [for] board members only. All complaints must be put in writing. If they don’t put it in writing we will not address it. If anyone wants to meet with the board they send a note and we allow 15 minutes to allow them to come. Again, they must put it in writing.

Jimmy: As to open meetings, you need to determine what your bylaws and state laws require. For instance, in New Jersey, we are required to conduct two open board meetings a year. “Open” does not mean the shareholders participate in the meeting. To the contrary, the shareholders are spectators during the nine to twenty-one minutes required to conduct the business. Shareholders are not permitted to ask questions or make comments during the open board meetings.

(In addition, we are required to have four other meetings a year. These other meetings are closed board workshops wherein we do not vote on any material items. Yes, a “sleight of hand.” Why? Because at the semi-annual meetings, we vote to authorize the board to enter into contracts, to spend the capital reserves on planned programs.)

After the “open” meeting is closed, we allow a period of questions and answers. Typically, a shareholder is limited to one question so that all may have a voice. See:

http://disc.yourwebapps.com/discussion.cgi?disc=94379;article=10930;title=Habitat%27s%20Board%20Talk

There can also be a cabal of unfounded dissents and the challenge is to not allow the dissidents to monopolize the open meeting and risk losing the good people who recognize the value brought to the co-op by the board members and their activities.