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I am a newly elected board member that is having real hard time dealing with the old members in place resisting new ideas etc since everybody in it is motivated by their personal agendas and the president is extremely autocrat. I do have the support of the majority of unit owners but I feel trapped most of the time because I am not supposed to say anything about or against the board. My question is, how much can I tell of what's going on to the unit owners and not be legally liable and the second and most important--do we need the sponsor's vote in order to remove one board member which in this case is the president? According to our by laws, we simply need majority (66%). The sponsor is holding 2 seats out of 7, one for owning the commercial spaces in the building and another for owning 24% of the apartments. When the by-laws says "simply majority" does it mean just the rest of the owners? since we can not interfere with sponsor's seat, I thought they cannot with ours but that is not specified in the by-laws. Or does it include the sponsor's vote?
Thank you
I don't believe the agent can do anything to help, & it seems certain that going this route will telegraph your concerns & intentions to the Board. By the way you describe members & their attitudes/actions, they're entrenched & the agent's loyalties lie w/them.
When you talk about removing a Board member, the sponsor's votes count like any other owner's. 2/3 is not, of course, "simply majority." You don't specify building size, but it sounds near-impossible to reach the 2/3 likely required for removal without sponsor's votes [do the math: add sponsor's 24% to the shares of other Board members & you'd need virtually every other owner to vote, & to side with you].
Remember your responsibility is to other owners, not to the Board. You express concern about legal liability if you speak out; I suggest you should be concerned about your liability as a fiduciary if you DON'T speak out. The part about "not saying anything about or against the Board" isn't in your by-laws; it's common sense relating to the pragmatic business of achieving your goals as a Board member. You've already set yourself apart from the group, & they know this. If you go along & say nothing, you won't fulfill your responsiblities to fellow owners & you should simply quit.
Choose to stay only if you will commit to working for what you believe to be right. While it's probably not worthwhile to discuss your agenda with the agent, it might be a great idea to meet privately with the sponsor. Do so in the guise of wanting to understand, as a new Board member, the sponsor's views & objectives; if you can agree on certain shared goals, you have a powerful ally & stand to make real progress for owners.
Dear C/CS
I think your suggestions and advices are great! I will like to respond with more details since you bring up new questions to me. Unfortunately I do not have the time now but did't want to miss the oportunity to express my satisfaction with your response. It is very righteous and responsible, yet very inteligent. Thank you very much.
It can be enlightening to revisit certain situations to see how things played out. Andrew--is there anything you can share with Board Talk readers on the actions you took, on their impact, & on the status of your building governance today?
Board members serve at the pleasure of shareholders. If other BM are there is thanks to the votes of those shareholders who also voted you into the Board. Once a Board is elected, all positions are for grabs, including the Pres., Treas. and Secretary.
Now, that you have served a year, speak up and say, "Ï want to be president". There will be those who will accept your nomination and others who will vote against you. However, this is how officers are elected.
You are bound by confidentiality and discretion; therefore, you should not discuss what goes on at Board meetings with those outside. You may speak of general projects and issues if you are asked by shareholders, but your role is not to create rumors or the impression that the Board cannot do their work.
Obviously, if change is required, there is the role of promoter to serve as a catalyst for others to get them interested at the time of elections. Only by adding new members, you will be able to start transforming the composition of the board.
Don't be afraid to bring your ideas forward at a meeting. This is why you have been elected. Part of Board meetings is active listening to other point of views and even expressing ideas. This exchange brings third positions as we all can hear different reasons.
Good luck!
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You present questions that require quite a lengthy response. My best suggestion is that you contact the managing agent and speak with them about your concerns. The chances of you removing a director are pretty slim. The best way to make change is to work from the inside which you are now in position to do. You should do your homework on the issues so that when you present them at the board meetings you are well prepared making it difficult for other board members not to see the light. There is always politics on a board to deal with so you are not alone. Don't let it deter you from your goals to make changes and improvements to your building.
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