You and the rest of the shareholder population cannot do much to stop the new fences as the Board is in command This is probably the worse part of living in a co-op community or even a condo. You have subordinated or surrendered your decisions to the Board. This is what happens in democracies such as in ouuntry. Only your vote may change an unpopular board member (including the president) for poor decision-making.

However, you may check your by-laws to find out if you and a group of shareholders may request a special meeting of shareholders to go over the decision of the Board. If enough dissenters with the capital improvement exist, the Board may reconsider (not change) their wisdom or decision.

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Boards and even bullying board presidents cannot just do anything they want. Their actions must be in good faith and demonstrably demonstrating fiduciary responsibility. Tearing down existing fences the co-op did not pay for and erecting lower-quality fences at co-op expense seems clearly a breach of this.

I think a few shareholders can band together and retain an attorney to draft a letter to the board saying that this seems a breach, and threatening a shareholder lawsuit. Often, the threat alone will be enough.

If it is not, then calling for a special election (if the bylaws allow) seems the next step. A third option would be to organize a shareholder revolt: If 50% of the shareholders withhold maintenance, the board can't just evict half the population, and would have to back down since the co-op could not survive such a financial blow.

But first, take the attorney-letter route.

The Board's argument is going to be that they are protected by the Business Judgment Rule. They're going to claim that the PVC fences are better based on some particular criterion -- maybe longevity -- and they're really acting in the best interests of the building. That's not so easy to disprove, and a lawsuit is an extremely expensive proposition in any case. See the decision in Horwitz vs. 1025 Fifth Avenue, in which the Board successfully required a shareholder to remove an awning that had been in place since the 1950s.

Although a letter from an attorney sounds like a reasonable proposition at first blush, I would guess it's just going to waste time in this case. If more than 50% of your shareholders feel the way you do, I would call a special election *immediately* and oust the entire Board. Check your By-Laws for the procedure; typically, you can call a special meeting if 25% of shareholders request it.

If the contract to install the new fences has already been signed, it's going to be more difficult.

I suppose you're right. It's maddening, though, how the Business Judgment Rule often automatically protects amateur, unpaid board members -- and I say this as one myself -- who aren't trained in running a corporation and do not necessarily make professional business judgments.

Not because of anything untoward, but because, well, the judgment and skills of an amateur wedding photographer are not what I would want at my wedding. Shareholders need a better safeguard.

I agree, JB. The Business Judgment Rule can be (and sometimes is) used to justify amateurish and ill-conceived decisions. However, it's a reasonable rule when Boards have done their homework with their experts and need to move forward without the threat of protracted litigation.

And that's a key that might be useful to the original poster. If it turns out the Board ignored the advice of their professionals -- or, worse yet, never even bothered to consult any experts -- then you have a decent argument that the decision was not made in good faith. In that case, the BJR would not protect the Board.

(For the record, I'm not a lawyer. The original poster should certainly consult one!)

Whatever your issue, transparacy is one of your tools for exposing a bad board or questionable decisions.

EMailPower works! Without persoal slights, keep an ongoing Email trail by sending Emails to the Board and any SH whose Email addresses you may have. Keep it business-like, and others will listen. Dont answer personal slights, just stick to the subject, and others will pay attention -- and no one will have a basis for leagal action. Once it becomes personal, you lose creditability (sp) Dont forget to keep all Emails... otherwise the "trail" is dead.
AliceT

AliceT makes a good point about emails and keeping personal references and emotions out of them. It's not always easy to do! But keep that paper trail -- you never know when you'll need it, even several years distant.

Thank you for all your input. Unfortunately, I have found out a contract has already been signed and sealed and the fences are being installed this week. The good news...the board president resigned abeit after the damage was done.