HKM, are you a board member? Or is the gossipper (whom you have identified as a board member) gossipping with a "civilian"?

Board confidentiality is of critical importance. The private details we have about the financial and personal lives of our neighbors must never be shared casually, even among board members.

Your co-op attorney can provide you with ethical guidelines that the board can review and vote to adopt.

No, I'm a civilian. The gossiper is a board member making accusations about another shareholder who is an opponent of board polcies. In other words it was an attempt to discredit the shareholder and sway public opinion and possibly intimidate other opponents. It will be difficult to bring this issue to the board since it implicates one of their own and this board member has a bare majority of seats in support; the remaining seats are pretty much in opposition.

That's a very serious situation. I think you are morally obligated to mention this to the board president because board members should not be sharing private info with other shareholders, especially to discredit them.

I suggest talking with the board president -- don't e-mail about this. Bring it up in a calm, non-confrontational way, such as by saying that you want to make the pres aware of a comment that you feel is inappropriate. You don't need to ask the pres to do something; he/she should automatically.

If you feel uneasy, remember that a board member could choose to share private info about you with others. Your talk with the board pres should put that activity to an end.

Finally, if you're incomfortable talking to the board pres, call the co-op attorney.

I am curious to read what others suggest.

Steve W

Tell the board pres what the gossiper is doing. I assume from your last message he's spreading gossip/accusations to others, not just you. If the board doesn't know what he's doing, they must be told. If they do and don't try to stop it, they're as bad as he is.

The gossiper isn't one of "their own" (the board's). He's one of "everyone's own". If he felt you were a threat to him, I'd bet he'd do the same to you, or anyone else. If his accusations can't be proven with facts, he's guilty of slander. That prompts a question. HKM - does the victim of this badmouthing know what's being said about him? If so, he can sue the gossiper for slander if he wants to. That would be a private matter, not the coop's.

If the gossiper has little support, it shouldn't be hard to get him voted out. If other board members don't try to stop his activity, they should go too. I bet anyone who knows what's going on thinks: "If he discloses private info or gossips about X, I wonder what he may be saying about me."

The gossiper lacks key qualities that every board member should have - honesty, ethics and respect for others. By doing what he's doing, he's proving to everyone that he's not trustworthy. If a board member can't be trusted to uphold coop standards and not victimize others unfairly, he probably can't be trusted about anything and shouldn't be in a position of responsibility for the coop.

Thanks to everyone for your responses as a double check that this behavior is unethical and should prompt immediate action. A petition to call for a meeting to discuss the board member's actions and possible removal has been successful, however, the board member has refused to attend and instructed supporters to do the same and, surprisingly, some have agreed.

I'm not sure why telling people to NOT attend a public meeting isn't raising everyone's red flags.

We are having a conflict we have 8 nominees for the board
three of them have been disqualified for nocompliances in
giving in their resume to run.

Now the board is split 3-3 and one side is refusing to
agree to the meeting, even though we have a legal opinion
that the disaqualied people did not comply with the
requirements.

Does anyone know what New York State Law provides for
in this situation? any help real fast if possible.

Lynn -- According to NYState's Business Corporation Law (the "BCL") under which most coops were created and with which they must comply - an annual meeting of shareholders must be held every year. Also, check your bylaws, probably Article II. Your board can't refuse to schedule and hold an annual meeting. It's not a matter of board voting. You have to have the meeting. It's clear cut in the "BCL".

As for not getting resumes from people who want to run for the board: a) your coop governing documents, b) an existing board-enacted policy or 3) what was standard procedure in the past may dictate that submitting a resume is required.

You say you have a "legal opinion" that disqualified people didn't comply with requirements. It would therefore seem that some policy or statute for your coop requires resume submission in order to run for the board.

A question: Who disqualified those people and what do they have in writing to support their right to do this?
A suggestion: I'd also ask your "legal opinion" to show you where in writing requirements are outlined and how those people failed to comply with them.

We have nothing saying that resumes must be submitted prior to an annual meeting. We don't ask for them because we're fairly small (60 apts). Only in some years does anyone run for the board in addition to incumbents. If we have many new owners and a flurry of people who want to run in any given year, we mail a letter to all owners suggesting that anyone who wants to run send mgmt a resume by X date and all resumes received by X date will be sent with the formal meeting notice to help owners make informed decisions. In my coop's case, this doesn't prevent anyone from standing up at the annual meeting and saying he wants to run for the board even if he didn't send in a resume.

So... You must have an annual meeting. You should find out what your coop requires regarding resumes for candidates and where it says so, and your counsel should provide you with solid basis in fact for his "legal opinion."

Thanks for the reply.

Our co op has a procedure that requires resume from
candidates so all shareholders have an idea of their
policies,

this year all resumes had to be certified mail return
receipt postmarked by 4/10/07. however some real
smart people decide to circument the system and send
e mails which was not designated as a means of delivery
these candidates were in legal opinion disqualified.

Now the board (3 of them support these candidates) want
their names on the ballot. We the valid candidates feel
this is not reight as the rules and procedurese were
clearly outlined.

So some board members are now saying they will not agree
to the annual meeting package to be mailed out the annual
meeting package to shareholders.

Particularly in a small community, working to keep others off the ballot is usually the best way to guarantee a year of unproductive & unpleasant infighting.

Even though some candidates haven't complied with the rules, I suggest taking the high ground & being generous. Welcome them to the debate, focus on specific issues & style of governance, explain why your ideas & qualifications will best serve the community, & allow voters to choose.

I forgot to remind you that these candidates could always be nominated from the floor at the meeting. Since they have board support, you should expect they'll be granted time to speak & that there will be ample write-in slots on the ballots.

It will be a more civil meeting & better serve voters if all candidates present as equals.

Under procedures set up we do not allow nominations from
the floor. this has been the policy for over 15 years.

If everyone knew resumes had to be sent via certified mail, my opinion is that those sent via e-mail shouldn't be part of the annual meeting package. If a coop makes exceptions to clearly defined rules/procedures on one issue, it could affect how any issue is handled. An "exception" could become expected for anything. The infrequent exception made in some cases (e.g., not charging a move-in fee if a tenant moves into a furnished apt) could become the rule instead of the exception.

On the other hand, if your board doesn't mail all resumes with the meeting package, it could create a lot of discord between now and meeting time among owners, and make for a contentious meeting, with time wasted if things get heated.

I still say rules are rules, and this case doesn't warrant an exception. But I'd suggest two things in an attempt to be fair to all and stem the rising tide:

#1 Ask counsel if there's anything applicable to your coop that says people can't run for the board on meeting night if their resume wasn't mailed with the meeting package or sent in at all. Not sure if it's "law" but my coop allows this and I know many others do too.

#2 A formal annual meeting notice is supposed to just state swhere/when/why the meeting will be held. But if #1 applies to your coop, a line could be added (with NO mention about resumes) that all those who wish to run for the board will have, say, 2 minutes to address attendees at the meeting. (An impartial party at the meeting should make sure this is adhered to for ALL candidates, note when they have 15-30 seconds left, and cut them off when it expires.)

You say the petition was successful, implying the board president has called a special meeting. If so, just proceed...the fact that the offending member chooses not to defend himself should make your task easier. If you convince enough voters--& I agree the board member's behavior re: the meeting raises red flags, you've resolved the problem [& sent a message that other board members will remember for some time].

I don't know whether or not you're also on the Board, but regardless of that answer, this scenario is dreadful. Board confidentiality is an absolute; having a gossip on the Board is an inexcusable breach of ethics, and the Board should act swiftly to constrain this individual.

Separately, if a Shareholder IS bribing someone on the staff or Board for special favors, this is also a breach of ethics by the Board/staff member, which also needs to be dealt with immediately.

If you are not on the Board, alert someone who is. If you are on the Board, ask for a special meeting to deal with the situation.

Confidentiality is critical and something board members too often fail to honor.

If you ARE a board member, tell the board member gossiper he's guilty of a serious breach by disclosing private info about a shareholder. If it's in your governing documents, a board can vote someone off the board for good reason. Maybe your board should think about removing the gossiper from office for this breach.

If you ARE NOT a board member, tell the board about this and insist they address it immediately with that member. But don't repeat the private info to them - or to any other shareholders. If you feel it's warranted, you could inform fellow shareholders diplomatically of this breach and try to get the gossiper voted out at the next annual meeting.

Whether you are a board member or not, tell the gossiper he could be sued for slander for telling you and/or others a shareholder accepts bribes for favors. If he has solid evidence of it, he should present it, otherwise he should keep quiet. Is he saying it because the shareholder is a vocal opponent of board policies and he's afraid he won't be reelected? Maybe the shareholder wants support against standing policies and hopes to get on the board himself?

The gossiper has a reason for his claims. Maybe they're in the coop's best interests. Maybe not. In any case, private info about a shareholder must remain private, and unless the gossiper can prove his accusations of bribery, he should be instructed to keep quiet or removed from office. Just my opinion.

Yes, it is unethical but a board member who gossips should be warned on the spot that the behavior is not only unwelcomed, but the board will take action on such a person.

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