Do you have a removal clause in your by-laws?

Seriously, maybe they think they are helping. Maybe a quiet word about collective work would help.

Thank you - I appreciate your input. Oh, but if it were so that this person thought he/she were being helpful. It seems to be more of a control drive. Still, your suggestion to speak about collective work is a very good idea. At least I'll have tried. The latest is that this director will have nothing to do with Board matters on the weekends -- makes for a pleasant 2 days for me.
Thanks to you and to Mark L. also for your welcome advice.

I would suggest that the Board set up a special meeting to discuss this and make motions in this meeting that prohibit these actions by individual Board members and place them in writing. Should this Board member go and break these rules once they are set forth as motions for Board policy, then you can bring this to the Shareholders for removal, if your bylaws call for that type of action..and if it is bad enough to warrant that.

Someone else may want to take minutes as well as there may now be an incentive for the minutes to reflect a personal thought and not the Board's discussions.

Having your legal representative draft a cease and desist letter so that you have it on record will help as well. Document everything so that in the case of having to remove this person you have it all ready to go.

Thank you for your very good suggestions. I'll talk the situation over with the other directors and have minutes taken ata meeting with all of the board.

Steve's advice, too, is helpful, to talk about collective actions, and I'll try as also. This is a tough one and I appreciate all the objective input.

We had a similar problem with a previous board president who frequently acted unilaterally and without consulting the rest of the board: major capital improvement projects, sales of apartments, interviews with potential buyers, meetings with the managing agent, posting public notices supposedly from the board but drafted entirely by him and without feedback from fellow board members … basically a disaster that frankly our building is still recovering from. Check your bylaws. They should outline the responsibilities of directors and should also allow for removal of a problematic officer. Remember, too, that in many of not most corporate structures officers are appointed by their peers on the board. That means that someone’s peers can also re-appoint an officer to a different position whose responsibilities may be more limited.

It is not a healthy situation for one person to make decisions unilaterally for a group of people. Take your fiduciary responsibility to heart and make every effort to check this behavior ASAP. Your shareholders, whom you were elected to represent, are not being well served by such behavior.

There has been at least one article about this either here or over at the Cooperator. The word “renegade” was even in the title of the article, if I remember correctly.

Good luck!

Thank you very much for your reply. This director has told me she wants to fully air directors' "duties, rights and responsibilities" at the next meeting. I replied that directors don't have "rights" & suggested she read our by-laws. Believing she has "rights" might be at the root of the problem. I'll keep you all posted.

This behavior is not only detrimental but is also illegal by NYS law - "It is the board, not an individual that makes policy" I understand the problem because unfortunately it has existed in my coop for many many years, one person decides everything and that is it, which has been very destructive to our coop - she does not get board vote or even discussion - however our problem is that the majority of the board think she can do no harm and don't care - If that situation does not exist in your coop than I would contact the lawyer - read the law books - McKinney - Consoldiated Laws of NYC BCL - Book 6 Section 600-820 - Section 701-720 which discusses the laws that pertain to the board and with this and enough backing from the rest of the board vote the person out

This is messy and potentially very damaging to the co-op. As an officer, this renegade has the power to cause more serious problems than if she were simply a director. What if she were to sign a contract or other legal document on behalf of the co-op without consulting the rest of the Board?

I agree that an informal but firm talk with the officer should be your first step. From your description, however, it sounds like things are well beyond that point. Changing bank passwords and refusing to show drafts of minutes to the president and VP goes well beyond "helpful" experiments with lobby furniture arrangements.

The good news is that many co-ops' By-Laws allow for the removal of an officer by a simple majority vote of the Board. Our By-Laws contain the following clause: "Any officer may be removed at any time, with or without cause, by the affirmative vote of a majority of the then authorized total number of directors."

That will eliminate the worst exposure. A director who is not an officer does not have the power to sign documents on behalf of the co-op (unless you have very unusual By-Laws). However, if you want to remove this person from the Board, that will probably require a special meeting of shareholders. Boards usually don't have the authority to kick out directors, except in exceptional circumstances. For example, the last revision to our By-Laws allows the Board to remove a director who "fails to attend three consecutive meetings of the Board or five meetings in any twelve month period ... or who is more than two months in arrears in paying maintenance and assessments."

Best of luck with this awkward and difficult situation.

Bronx Coop together in Queens here we are facing the same situation, we have been having these problems for years at Sherwood Village B ,now it's progressing because the new moron have not read their by law and have never invested in our Coop they were giving their share upon death of a family member so they have no idea what it takes to invest into a Coop but we have the smae problem as you, that is why we need the politician involvement to stop the corrupt practices at these coop,the plot-icians some of them are too busy making money for themselve and their family rather than tackle the issues affecting decent citizen, they make money on our backs it's a shame to look at these councilman these assemblyman the state senate office holder and we all should ask ourselves are these people taking care of our business or their personal piggy bank as they said get it while you can. Go to the seminar and you will learn a lot, I have been intimidated by our management company past and present of my Coop because of my concern about the spending plus the financial irregularities in addition to having no coop records on hands combinewith the poor quality of work done on our behalf but I know full well they can try intimidation only if I let them. Keep talking and engage your elected official. My case have been at the Queens district office for over twenty years and I refused to give up,today we all can say thanks to the former District Attorney of Manahttan Mr Morgenthau, Board members, management company and super can all go to jail if found liable for misusing and abusing Coop funds.Coop also received tax abatementfrom the City so we need to put the pressure on the politician to take care of the voting masses,the taxpayers.