BOARD SECRECY AND OPEN MEETING LAWS

None of this occurs in a vacuum. There are reasons some boards want to be secretive. The most prevalent is abusive co-op shareholders or condo unit-owners. When annual meetings or open board meetings turn into a circus or a boxing ring, some board members resign and boards in general tend to hunker down and grow defensive. But there are ways to deal with abusive owners. Here are a few things to try. There are no guarantees any of these will work, but a good-faith effort should be made before choosing the most drastic ones (listed in priority from least drastic to most).

• Use a Sergeant-at-Arms. You might have one or two burly (but friendly) owners stand by the door or a security officer present for difficult meetings for the sake of appearance.

• Use Video or Audio Equipment as a Deterrent to Embarrassing Behavior. Consider setting up a video camera and announce to the residents that the board will be taping a meeting if difficulty is expected. The best policy, however, is to erase the tape after the meeting unless it is needed for evidence.

• Lawsuit Seeking Injunction. Some boards have had to resort to seeking a court injunction barring certain individuals. This would be a last resort. It is costly and the outcome is not guaranteed to be in the board's favor. Some judges assume that a board ought to be able to handle a difficult owner with the right structure to meetings.

Fear Factor

Fear of letting residents know the truth is perhaps the most common reason boards decide to conduct business in a secretive way. A potentially explosive problem is discovered and boards do not know how to approach it rationally. They have no training for this. They do not want to trigger a lot of questions for which they have no answers. Sometimes the directors think they can solve the problem without telling shareholders or unit-owners. Maybe they don't want to spark panic or a recall petition.
 
It is a mystery why boards choose to bear the entire burden of a problem by keeping all the concern to themselves and then hitting the residents over the head with a hammer when the board can no longer hide the bad news. Trickling out bad news little by little while at the same time providing assurance that the board is seeking solutions would surely soften the blow.
 
Fear of being blamed for any mistake and fear of sharing very bad news with your residents is understandable. When such discoveries are made, there is nothing wrong with delaying any announcement to consult with experts who have the knowledge to help sort out the facts and offer options for resolution. But waiting too long and purposely masking bad news can lead to dire consequences, not only for the board but for the residents as well.
 
Other Issues
 
Hubris. Some directors are plagued by ego and assume they know what is best for everyone, while others might have developed attitude, having given service for 20 years during which no one ever showed any interest. Directors often assume residents don't care, and use evidence of apathetic behavior as an excuse that communicating with owners is an exercise in futility. Some directors simply want to avoid controversy or discourage nosy owners.

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