Q&A: Term Limits
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—Curious Board Member
A “In the majority of residential cooperative and condominium buildings there is no limit to the length of time a person can serve on a board,” says Lisa Breier Urban, Esq., an attorney specializing in residential and commercial real estate and co-founder of Breier Deutschmeister Urban & Fromme, P.C. in New York City. “These positions are generally filled by owners who volunteer. Frequently the same group of individuals will run together as a slate thus insuring the continued rule of the board. This can be both good and bad for the building. A well-established board guarantees continuity but can also lead to indifference among the remaining owners.
“The bylaws governing cooperative and condominium corporations contain the procedures for control of the building. Often these are the same regulations enacted when the offering plan was first filed with the Attorney General’s office at the conversion or construction of the project. As the buildings mature, the needs of the members may change along with them. The corporation’s organizational paperwork should be reviewed periodically to ensure it corresponds with the needs of the owners.
“Modifying the bylaws is no easy feat. Corporate bylaws contain strict rules for making any changes. Adding term limits would likely require an amendment to the existing bylaws. An amendment should be prepared by an attorney, presented to [the board] and voted on by the owners. The passing of such an amendment would depend on the process and formula stated in the bylaws for approval by the owners.
“Before term limits are enacted in a cooperative or condominium, members should recognize the inherent problem that is often faced when such limits are in place. There may be a limited number of owners residing in the building who have the experience, time and/or skills to participate on a corporate board. The bigger issue can be lack of volunteers for director positions. It is conceivable that with term limits established, a building could run out of appropriate volunteers for board positions. Often the best solution for a stagnant board or director is a lesson born from the democratic process. The remaining owners must band together and actively remove the board or director at the annual meeting. Unless the circumstances are appropriate, term limits may be a shortsighted response to a larger problem.”
Comments
Many of our Board members have been on the Board for twelve years. Many out of State owner send their proxy's in blank and they are given to Board members or the manager to vote, thus eleminating the possibility for any new persons. Please help us by setting term limits.
