Can Members Be Excluded From Board Meetings?

An air conditioner can keep you cool. It can also cause the temperature to rise among neighbors, which is what happened in a seven-unit Tribeca co-op when a board member installed an air conditioner without permission – then learned that the board had met to discuss the situation without the board member present. The board claimed the closed meeting was a committee meeting. Is this legal? Can a member of the board be excluded from meetings for any reason? 

Co-op boards set up committees to deal with matters large and small, replies the Ask Real Estate column in the New York Times. A decorating committee, for example, might help divide the workload for a lobby redesign. A special committee could also give board members private space to freely discuss a thornier issue, like the questionable actions of one shareholder, even if that person happens to be a member of the board. 

Board members may want to decide how to address an illegal air-conditioner before approaching the owner about it – on the assumption they can speak more candidly in private. “You’re not going to want to disclose any strategy to that person,” says Steven Sladkus, a partner at Schwartz Sladkus Reich Greenberg Atlas. 

But should the board members have told the offending board member that they were forming this committee to discuss her fate? Probably. Boards usually establish a committee at a general meeting so every member knows about it. And the one focusing on the rogue air conditioner should not have been an exception. “There should never be a sneaky committee formation,” Sladkus says.

Not revealing the formation of a committee may show poor form, but it probably doesn’t violate co-op rules. At the next board meeting, the disgruntled board member should express her desire for transparency – not just for her, but for everyone in the co-op. In a small building, where everyone sits on the board, secrecy isn’t in anyone’s best interest. The board could use this as an opportunity to establish a policy for how to broach these issues openly in the future.