Keeping Your Board Together: An Attorney's Advice for Self-Review

Adopt a code of conduct. This document, signed by each co-op or condo board member, sets the standard for the appropriate tone of discussions in meetings; reminds everyone to respect differing viewpoints; commits members to fulfill their duties and assignments; and outlines that rude, hurtful or inflammatory comments will not be tolerated. 

Make sure each board member has a role. Review your Bylaws for such duties or adopt a job description for each officer and board member. Before holding a board member accountable for his or her roles, clearly define what is expected of each person and position. 

Review as a group the board's strengths and weaknesses. Before the end of each year and perhaps each quarter, write them down (not in the minutes) and make it a goal to improve upon areas where you feel you can do better, such as communicate better with members; listen to other member's perspectives more fully before voting; not spreading gossip or making disparaging comments about other members; learning to read and understand financial statements better. The variety of goals are limitless — the objective is to identify group weaknesses so improvements can follow.

Request training from your attorney on ever-changing state and federal laws and trends in co-ops and condos. You will be surprised that your attorney will likely be more than happy to have training sessions with you and provide legal and case law updates if you just ask.

Create a board-member binder containing yours Articles of Incorporation, Bylaws, Rules and Regulations, applicable state codes, etc. This "Board Binder" should be brought to every meeting and, at random, an Article or Section should simply be reviewed quickly at each meeting.  Knowing your own documents, by reading them together, frequently keeps disputes from arising in the first place as you educate yourselves in a board setting.  (I am not suggesting a lengthy reading of your governing documents at each meeting, but something as simple as having a member pick a specific provision — on liens, for example —then having then board take five minutes to read the "lien" section.)

Conduct shareholder / unit-owner surveys. Do not be afraid to send out regular community surveys to the membership-at-large.  Such surveys are not to rate the performance of a particular condo or co-op board member, but to rate the community in general: "Do you feel that snow is being adequately removed?"  "Do you like the new landscaping company?"

Conduct board surveys. Rate yourselves as a board. I am not suggesting this survey go out to resident, but be kept within the board itself.  Did we accomplish X, Y and Z this year?  Why not?  What has been our biggest challenge?  How can we prevent such challenges from arising in the future?

Adopt this philosophy: "I may disagree from time to time, but I won't be disagreeable." In other words, vibrant board discussions and even debate is healthy for your community. However, boards need to be trained to listen to all sides of an issue, compromise when they can, and not disagree just to disagree. Board members must understand that once a majority has made a decision, a board decision has been made and you must stand behind it and not speak ill of those who voted in favor of action that you perhaps did not agree with.  In fact, I often find it helpful to have an agreed-upon response if residents ask board members if they supported an action, such as "…we took the matter under serious consideration and had a lot of discussion on topics X and Y.  In the end, I stand by the Board's decision…"  You can have your own variation on this concept.

These are just a few ideas. I hope as 2013 quickly reaches its end, each board can evaluate its own performance but do so in a way in which feelings are not hurt and that the community's best interests stay above personal agendas and emotion.

John D. Richards is a partner in the law firm Richards, Kimble & Winn who frequently writes articles for community association periodicals and newsletters and conducts seminars on the topic. This is adapted from his article on his firm's blog.

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