It is one of life’s eternal questions: is it possible to have too much of a good thing? That question certainly can apply to the matter of long-serving board members: those individuals who get elected and re-elected term after term and have been in office since the Truman administration. And like most big questions, there is no easy answer. Every community is different and every board is different. There are, however, a few pros and cons that tend to crop up in nearly every situation where a board has one or two long-term members.
Accentuating the Positive
Perhaps the biggest benefit of having a cadre of seasoned board members overseeing one’s condo or co-op community is the fact that they have unparalleled institutional memory. “There is definitely a benefit having veteran board members,” says attorney Leonard H. Ritz of the Manhattan-based law firm of Adam Leitman Bailey, P.C. “Institutional memory can be invaluable. Veteran board members will know why particular building rules and policies came into effect, how recurring problems have been dealt with in the past, et cetera.”
Steve Greenbaum of the New York-based management firm MGRE agrees. “Long-serving board members really have an understanding of how a board works, what’s been going on, what needs to get done,” he says. “They are educated. They know the ins and outs of union roles. They understand payroll and every line item and financial statement. They understand the time frames of projects and what can get done. These board members know what they’re doing. It’s important to have someone with experience because it can be hard to train new board members.”
Bruce Cholst, an attorney and partner with the Manhattan law firm of Rosen Livingston & Cholst LLP, not only has worked with long-serving board members, he is one himself, having just been re-elected to a seventh term in his own Upper East Side 368-unit complex. “There is no substitute for institutional memory when it comes to board intent on certain actions that were taken and followed,” he says. Meeting minutes just do not do the job when it comes to painting a clear picture of the past and while former board members may still be living in the community, “it’s not the same as being there and being accountable to your fellow board members.”
Nothing, Cholst says, beats actually being on the job. “You gain experience by serving on the board,” he says. “You learn decision making. You get training on technical facets. It takes a long time to train a person, but by being around for a while, you get a particular feel for the idiosyncrasies of the building and the shareholders and how they react to certain things.”
And, Cholst adds, you gain a sense of perspective. “You know what’s a red herring and what’s a false alarm versus a real crisis. Not everything is as alarming as it sounds. A veteran knows what a real crisis is and what is not.”
Multi-term board members also are important because they can hold down the metaphorical fort when new members join the board. In today’s world, running a co-op or condo community can be like running a small multi-national corporation—the stakes are high with hundreds of units and millions of dollars in play. It can take up to a full term for new board members to learn the ins and outs of procedures, bylaws, meeting rules and other details. While they are learning, the more experienced board members can shoulder the burden and at the same time, provide important mentoring opportunities.
“We really endorse mentoring,” says Greenbaum. His firm encourages the recruitment of associate board members—volunteers who may serve on non-voting committees, for example. They see it as a way to cultivate interest in volunteering within the community and building a pool of prospective future board members. “We always like to have associate board members sitting in on board meetings, to help them understand protocol and how much time they would have to spend as full board members.”
In pragmatic terms, long-serving board members also can help ease whatever difficulties an association board may have in recruiting new candidates to seek board positions. Because these positions are voluntary and because they can be so time-consuming, many residents these days choose not to run for leadership positions within their condo or co-op community. That means a fair number of board members may be seeking re-election term after term simply because there is no one else willing to take up the torch.
Some people “run once” and then give up or withdraw because “they don’t want to spend the time they have to or they don’t want to get yelled at,” says Greenbaum.
On the Down Side
Despite the myriad benefits that long-serving board members bring to the table, there are times when that longevity can be a detriment to the community rather than a positive. “One down side is when an entrenched board starts acting with a sense of entitlement, and refuses to institute changes that a majority of owners may want,” says Ritz. “Or, after many years, they may have gotten lackadaisical about adhering to their own bylaws, properly monitoring finances, or in a worst case scenario, using building resources for their own benefit.”
“There is a risk that a long serving board member may start feeling self-entitled or coast, or even become senile and not be capable of making decisions,” Cholst says. In other instances, “a lot of people remain in office because people are apathetic or because they just like them.” But, he adds, “Complacent people may allow things to crumble.”
These instances, though, are rare, acknowledges Greenbaum. “Someone may become apathetic but that’s usually rare,” he says. “Long-term board members are usually committed. They gain the respect of the shareholders and usually have the respect of a lot of their people. And they serve because it’s a labor of love. You don’t find them having an agenda. You may see others getting on the board because they want something specific done—that’s mostly new people. In buildings that are well run with long-term, good leadership, there’s apathy (among the shareholders or unit owners) because everything is being run well. In buildings with problems, that’s when new people run.”
Breaking the Cycle
For any co-op or condo community unhappy with a long-serving member of the board, the easiest solution is simply to vote that person out at the next election. Sometimes, though, that is easier said than done. Board members reluctant to let go of power can make it difficult for their fellow residents to unseat them. And that can be self-perpetuating, until residents begin to believe that there is no way to vote someone out and so, they simply stop trying.
“If there is dead wood on the board, it can be dealt with at a regular election,” says Cholst. If that solution is not feasible or looks as though it will not solve the problem soon enough, then “most bylaws have an impeachment process based upon a vote of the shareholders. There is a removal process. Also, the board members themselves can ease out their colleagues. But the better way is to let the people decide.”
Ritz has seen other methods of avoiding stagnation as well. “I have seen some bylaws that set a limit on the number of consecutive terms that one person may serve,” he says. “I have also seen a ‘new blood’ provision that requires that every year there be at least one member of the board who did not serve on the board the prior year.”
Changing the Rules
Just as in federal, state and local governments, the debate on term limits arises from time to time. As Ritz explains, though, “There are no legal restrictions regarding the number of terms a board member may serve. Only the building’s bylaws control (that).”
Amending those bylaws could happen, theoretically. But it would be extremely rare and unlikely. “In order to get term limits adapted, you need to amend the bylaws,” says Cholst. And to do that, “you need a super majority of tenancy—either two-thirds or three-quarters, depending on the individual bylaws.” Not only would it be nearly impossible to get that many residents to agree on such a controversial approach, it also could create a very divisive and ultimately counter-productive environment within the community, Cholst says.
Term limits are “a question of weighing the good versus the bad,” Cholst says. “It’s like throwing the baby out with the bath water. Arbitrary time limits mean that everybody—those who are dead wood and those who are good—get thrown out.” And ultimately, that could be a destructive turn of events for any community.
Perhaps the most effective way to ensure that all board members serve to the best of their ability—no matter how many times they have been re-elected—is for unit owners and shareholders to be vigilant in their own oversight. By attending meetings, reading minutes, scanning financials and keeping up with any and all correspondence coming from the board, residents can help keep their community on the right track and their board members functioning to the best of their abilities.
And for residents who are dissatisfied with aspects of their community and the way it is being run, they can make sure they vote in their board elections and get others to vote as well. Or, they can even take up the baton and run themselves, bringing fresh perspective and new energy in service to their fellow residents.
“It is a legal requirement that an owner meeting, and board elections, take place annually,” says Ritz. “Written notice of the meeting must be sent to each owner in advance of the meeting. The bylaws will establish the timing of giving the notice—typically at least ten, but not more than 60 days prior to the meeting. If a board has not been holding an annual meeting and election, there are legal procedures that owners may take to force the election.”
Thankfully, the benefits of having committed and long-serving members of the board seem to far outweigh the cons. There is no doubt that the role of a board member has gotten increasingly complex and time-consuming in recent decades, requiring significant energy, skill and experience to be successful. It can be a difficult load for new board members to bear. That is why boards that have that institutional memory in the form of long-serving members often flourish, finding that perfect balance between experience and innovation.
Liz Lent is a freelance writer and frequent contributor to The Cooperator.