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At a very early meeting in the life of our 13-unit cooperative (year-round 'vacation' residences) the members voted to make every shareholder a member of the board of directors. We have been working under that format for approximately 21 years. There are currently four active officer positions with 2 and 3 year terms. We do not have a management company or staff.
I have been a shareholder/board member for eight years and president of the board for seven. The officers have done their best to educate everyone about the importance of that long ago decision -- to no avail. The brunt of the work seems to fall disproportionately on the shoulders of the officers. The rest of the shareholder/board members never seem to take off their 'shareholder' hats to put on their 'board' hats when discussing issues.Some members have completed one-off tasks when specially requested by the officers but they seem to be uncomfortable with taking the 'ball' and running with it.
Meetings are a challenge; most of the members live more than 2 hours from the property and some have residences in FL. We currently have one meeting on Memorial Day (a 'board meeting') and one meeting on Labor Day (the 'Annual' meeting). The officers communicate among themselves and to the others mostly via email - not the most conducive forum for dialogue (especially when one member does not have email).
I would be interested in hearing from other co-ops who function the way ours does and if they've faced and overcome similar challenges.
Your reply made me step back and think about whether what I was asking about was really the root of the problem I was trying to 'fix'.
If we as the officers are generally successful in getting quorums at meetings and then getting the board to consider and vote on business decisions we've researched - those are good things, I agree. For the most part, emergencies get taken care of and we've been able to make some preventive care decisions as well.
And as I mentioned earlier, many times when the officers ask for direct help, we get it. Those are the majority of board members.
Perhaps what we have, and what is most tiring, is just the usual 'personality' issues that any team must deal with and those would exist in the standard shareholder/board/officer model as it does in our board/officer model.
Thanks for the perception check.
You're welcome. :-)
I think in your situation (only 13 shareholders), the model you've adopted of having every shareholder be a board member is a good one. There is no need for a three-tier system (shareholder/board/officer) with such a small constituency. Everyone has the opportunity to vote on all issues, which brings governance much closer to all the shareholders in the community. In the words of the immortal what's-their-name, "if it ain't broke, don't fix it." It sounds like yours works very well indeed.
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At the risk of sounding very flippant, you might consider yourself lucky. I know of boards where every member is an activist, or worse, has an over-inflated ego, and at best the boards don't get anything accomplished. At least in your situation you seem to have a collegial core that can keep your association running smoothly, albeit with a disproportionately distributed workload.
What about quorums? If you have a 13 member board, do you require at least 7 members be present before you can take any binding votes? Have you considered changing the decision to have every shareholder be a board member? It might take a change in the bylaws, but at least it will be a little closer to reality.
Good luck!
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