Do not let the board's typical meeting time dissuade you or other shareholders from running for the board. There is no reason for the current meeting time to be set in stone; if current members are available at 10 am, they are also available at other times.

After a new member is elected, that member can provide his or her available times to the board. It is the board's responsibility to agree on a time when all can meet.

If after getting on the board the rest of the board for some reason will not accommodate a new member's schedule, the new board member should speak with the co-op's legal counsel, who should be able to persuade the board to be accommodating. I am not a lawyer, but I believe that by excluding a board member from meetings, the board would be violating its commitment to fiduciary responsibility, and to business corporate law.

Thanks very much for the feedback here. We hope to be able to vote at least one new member to the Board this year.

Sorry, but scheduling meetings at an inconvenient time is NOT "excluding" a new board member. Majority rules here, & if 6 members like Thursday mornings & 1 doesn't, many would think it unfair to force the 6 to change.

The idea that the board has a "responsibility to agree on a time when all can meet" is unsupported wishful thinking. The idea that counsel would be able to make the board "accommodating," or would be interested in doing so, isn't much better.

In the climate you describe, the notion of passing a by-laws amendment is simply unrealistic.

After getting elected, I'd instead spend my energy getting the board majority to allow participation by teleconference [phone or Skype] at their regular time. There's no good excuse not to, there's ample precedent, counsel would have trouble objecting, & if the board refuses THAT becomes your justification & rallying cry for a recall election.

Scheduling a single board meeting at a time that's convenient for the most members is reasonable, and no one would argue with that - so long as the same people aren't being excluded time after time. And that's the issue here: it's a *systematic* problem. The board *always* meets at a time at which people with full-time jobs could not reasonably be expected to participate. This is unfair on its face.

Allowing participation by teleconference is certainly a good idea, and we've had it in our own by-laws for years. Unfortunately, it doesn't address the central problem in this case. Someone with a conventional job can't be expected to drop everything at work and hang out on a phone call during the business day for an hour or two.

This would be clear-cut if the excluded board member had a disability that prevented attendance: "We always meet on top of the hill." "But it's not wheelchair-accessible." "TOO BAD! Majority rules!" Obviously the board would need to make a reasonable accommodation in that case. The present situation feels very similar: the board is being inflexible on an element of the meeting that precludes attendance by most people with jobs. Furthermore, it's hard to see how the board could argue that it would be an undue hardship to change the meeting time.

"No one would argue with that" is another unsupported assertion which simply ignores the facts of this case. Every sitting member of this board would argue with that.

Further, what you [or I] may think "reasonable" or "fair" has no relevance or meaning here.

The wheelchair comparison fails, as you're now talking about a protected class which the law says must be accommodated. [Though this board could say: "OK--we'll meet at the BOTTOM of the hill instead...but it's STILL Thursday morning."]

Having a job is not a disability, & no consideration is due board members who don't find the meeting time convenient.

That's why I suggested teleconferencing...as a stop-gap until more considerate & flexible board members constitute the majority.

Wishing & hoping for some magical by-laws provision or external rule to force the board to be nice will waste time & produce no results. Pleading with board members to change their ways is also likely to be unproductive.

Bite the bullet, get elected, attend by phone, & you'll have immediate access to all corporate records. Then begin work on securing additional seats.

Teleconferencing solves nothing, as I mentioned earlier. A personal call during business hours that lasts from one to two hours is simply not possible for most full-time employees.

It's true that a disabled person would have a stronger legal argument with an inflexible board, but I don't know whether any case similar to the one at hand has actually been argued. I'd point out, however, that the underlying ethical argument is not "It's the Law (TM)" but "It's unfair to have board meetings that one or more members can never attend."

It's the ethical issue that's likely to appeal to shareholders more than the legal one. And it's not a matter of "wishing and hoping"; it's a matter of getting enough people motivated and involved that they will do some or all of the following:

* Run for the board themselves
* Vote in new board members who are more flexible about meeting times
* Vote for a by-law amendment to require evening meetings, except by unanimous consent

And yes, they also can (and should) vote for a by-law amendment to allow participation by teleconference. It's a perfectly good idea to adopt, but it doesn't solve the problem at hand.

Making an appeal to shareholders is an approach I'd support. However, the question posed was: What can a single new board member do if all meetings are currently held Thursday mornings?

If the new board member compromises & finds a way to participate, a year hence he or she can make the ethics/fairness argument to shareholders & organize a slate to take control of the board.

The trick is managing the 1st year, & I'm still hearing no other pragmatic suggestions. Talking fairness & ethics with current board members is likely to lead nowhere.

It's time to vote in a new President! Our building had board members in place for over 25 yrs. they were the original "sponsors" and controlled the commercial space (profit going to sponsors). The Board basically had a major conflict of interest and worked very hard to stay in power (holding annual meetings that were diversions from the truth). It wasnt until the old board was completely overthrown that the "truth" came out. The board had been dysfunctional, priorities were based on their profits (controlling commercial space -they had long term lease ), neglecting upkeep of the building, artificially keeping maintenance down (as their commercial rent was based on a % of the maintenance - lower maintenance ment lower their rent, but their subtenant paid going rates). In short, the building was a mess inside and out.
Stand your ground, let the shareholders know. Vote this person out!

Wow, that's pretty unpleasant. Co-ops can change eligibility requirements for serving on the board by amending the by-laws, but this is a different matter. Consistently holding meetings at a time that's not feasible for certain members (or potential members) to attend seems quite unethical. You should consult an attorney.

One possible solution is amend your by-laws to require that meetings be held (for example) no earlier than 6 PM, except by unanimous vote of the board. You'd need to get the shareholders to formally vote on the amendment: most by-laws provide that an amendment adopted by the shareholders may not be repealed by the board alone. Note that this revision does not prohibit meeting at an earlier hour, so long as all the board members agree.