Before We Forget: A Free Policy Manual Helps Boards' Institutional Memory

How should I know? I

wasn't on the board then!

This means that some residents and board members may remember dogs are no longer allowed. Or was it just dogs over 40 pounds? And weren't we supposed to provide photo IDs of the dogs and vaccination records? No, I don't remember that. Are you sure? I could have sworn I was in that meeting. Well, what meeting? I dunno, five years ago, maybe? Well, do you we have the minutes? You know Jerry used to keep the minutes — he had them in his apartment for safekeeping. Yeah, where's Jerry now? Didn't he retire and move to Costa Rica? I think so. But he must have made copies. Yeah, where? On his computer, I guess. And where's that? Probably in Costa Rica…. Wait, what about the managing agent?  We changed managing agents in 2006 or 2007. Didn't they transfer documents to the new company? I remember hearing some boxes got delivered…. What happened to them? I dunno, I wasn't on the board then….

 "Memories ... all alone in the .... something"

And like that. The lack of institutional memory at many co-ops and condos means that board members can have conflicting memories of rule, fines, protocol, and procedure. Residents are caught in the middle between different board members insisting that what they, and only they, know is true. So when one resident starts routinely using every washer at once or another invites his choir group to rehearse loudly many evenings and board members start looking for policies or house rules to enforce, they can't find any. 

"The problem is that boards change and management changes and there's no institutional memory, so boards keep revisiting the same issues year after year and don't actually know what the policies actually are," observes veteran real-estate attorney Stuart Saft, a partner at Holland & Knight. "The board has to be consistent in its application of policies, but first they need to know what the policies are. They can change the policies," he notes, "but they need to know what the policies are."

Saft has created a handy — perhaps even handy-dandy — Policy Manual suite of documents that any cooperative or condominium board can download and use free.

The suite (downloadable below) contains:

• An article Saft wrote explaining the need for a Policy Manual.

• A model Policy Manual for co-ops

• A model Policy Manual for condominiums, and

• A model Resident's Manual, which explains the building's policies to the shareholders or unit owners.

Monetary figures in the documents are for examples only. They and other particulars will likely need to be adapted to your building's specific needs and situations, which can be done with the aid of your board attorney — although Saft says, "You don't need a lawyer to do this."

Start with Your Documents

Here's how it works, he says: "Each Board then has to review its Proprietary Lease, Declaration, Bylaws, and Certificate of Incorporation (the 'organizational documents'), and the House Rules and Minutes of owners' meetings and board meetings (the 'operating documents') in order to compile categorize of all the policies.

"They then a) determine what they think their policy should be in light of the current operation of the building and the needs and desires of the owners and b) determine whether the operating documents are consistent with the organizational documents and either eliminate the ones that are not or go to the owners for amendment of the organizational documents. The Board then finalizes the Policy Manual and (the hardest part) maintains it as the policies change."

Keep multiple backup copies, digital and hard-copy, onsite and off-. And make sure — this is critical — that each update is clearly and uniformly marked and date: "Revision 1, April 14, 2015." "Revision 2, June 30, 2016."

And just think: Soon you can be arguing about "original intent" and "corporate activism" just like a Supreme Court Justice! And with documentation to back it up! 

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