When Eight Is Not Enough

AS THE ANNUAL MEETINGseason rolls around, I often think about a strange survey response we received at Habitat some years ago. “The most pressing issue in our co-op?” wrote the anonymous respondent. “(1) Resident thief whose apartment is tenanted by a relative. (2) Deranged elderly tenant who is controlled by uncaring sponsor. (3) Apathetic shareholders who don’t contribute. How do we get a quorum at our annual meeting?” We replied: “Our suggestion is to put (1) and (2) in charge of the building, and (3) will be no problem.”At my co-op’s annual meeting this year, we not only got a quorum, we also avoided a nasty fight and increased the size of our board from seven members to nine. It seemed like a triumph.On reflection, maybe a nine-member board isn’t such a great idea. Maybe it works well for those monster-sized, multi-building, 25-story housing cor-porations that have three high-speed elevator banks, thousands of terraced apartments, extensive, well-kept grounds, and a large in-house manage-ment staff. But for a 21-unit, six-floor walk-up, a nine-member board sure smells like overkill.Getting shareholders to meetings is an age-old problem, which is why some boards offer food or raffles of TV sets. In our co-op’s early years, we made the mistake of having our attorney and accountant present in a large rented room at a nearby university. Three shareholders showed up. We resched-uled and vowed to collect enough prox-ies to scare up a quorum. But we still had to pay for the attorney, the accoun-tant, and the large room. These days, we usually meet in my apartment.This year, we faced a possible floor fight (sounds exciting, doesn’t it?). The potential battle started six months before, when a board member known to some as “B.M.” (short for “bad mouth,” because of his frequent use of an expletive that rhymes with “duck”) informed us that he was relocating to Boston. Everyone on the board was pleased. Claiming that the market was bad, B.M. told us he was going to sublet his apartment. That was okay – he would be out of the building and out of our hair. I then recruited a replace-ment, a soft-spoken young man who was the complete opposite of the bombastic B.M. Everything was com-ing up roses – until 10 days before the meeting, when B.M. threw his hat in the ring and said he was running for re-election. Angry exchanges and unpleasant moments loomed at the upcoming meeting.Half of the shareholders showed up, probably because we were then replac-ing our roof, which had sparked every-one’s interest. Eight people, including B.M., were running for seven seats, which presented a problem. The majority of the board was pushing for the soft-spoken young man, and we were afraid B.M. would get nasty if he was voted off the board. Someone sug-gested we increase the board size to eight people, so that we could include the soft-spoken young man and B.M. That idea went over like gangbusters – until someone else pointed out that we needed an uneven number of people on the board to break tie votes. It was then that I came up with my brilliant idea. If eight was not enough, then why not have nine? The only problem was who would be Number Nine?That was when I proposed another solution: how about electing a ninth person to the board who would be a designated swing voter? He would attend meetings only when a vote was scheduled and a tie-breaker might be needed. Everyone thought this was a swell idea – and it also meant we would now never have a problem get-ting a quorum at our annual meetings. How could we? Nearly half the build-ing is on the board.