Like any body of individuals charged with overseeing the operation of a corporation, it is necessary for co-op and
condo board members to meet on a regular basis. But just coming together at a set time and place does not guarantee an effective meeting. Rather, there are certain guidelines that boards can adopt to ensure that their meetings are harmonious and productive and that they do not drag on indefinitely.
Short and to the Point
The first thing board members have to understand is why the board exists at all, advises Howard Schechter, a partner in the Manhattan law firm of Schechter Brucker, PC. It is the purpose of a board of directors or managers to set policy for their building, and to direct the professional management they have engaged to run the building, and that's what they should be doing during their meetings.
Schechter's advice is well taken in light of the fact that some board members mistakenly use board meeting time to air their own personal grievances or to talk about matters that are not germane to the issues of the moment. By understanding and remembering the purpose of the board and why it has assembled, its members can assume the appropriate attitude to conduct business and get home at a reasonable hour.
Just as important is to schedule meetings when it's convenient for most, if not all, board members to attend. Since a quorum is required to vote, no board meeting can be truly effective unless the majority of members are present. While most by-laws require a certain number of meetings annually, there's no set rule that they must be monthly. But boards that meet less frequently often find themselves spending a lot of time getting up to speed rather than moving forward. Also make sure that someone responsible and reliable is taking minutes and keeping an accurate record of what transpires at the meetings. This is helpful as a reference for future meetings as well as future boards, and is also required in the by-laws of the corporate entity.
Observe Appropriate Behavior
The most successful boards are those in which the members put their personal feelings aside and treat each other with respect even if they disagree, says Schechter.
Board meetings are not the place for monologues, adds Marcia Taranto, president of Manhattan real estate management company Taranto & Associates. If a board member demonstrates a tendency to waste everyone else's time and energy, the board has the right and the responsibility to ask that person to curtail such comments or even to require that he step down. Everyone on the board has been elected to serve in a responsible, fiduciary capacity, and no one should be allowed to sit on the board who will try to divert or disrupt that process.
The ideal board meeting starts with every board member showing up on time and staying for the duration, observes James Sileneck, board president of The Cezanne, a co-op in Manhattan.
Board members should not wait until ten minutes before the meeting to prepare, adds Myra Cohen, vice president of a co-op at 81 Irving Place, but should take the necessary time before the meeting to review their notes, management reports, and all other information that's been given to them, and to come prepared to participate in an informed discussion.
Carol Flaumenhaft, board president at a ffb co-op on 51st Street, thinks every member of the board should have an assignment, and be prepared to discuss the status of that assignment. In our case, each director is assigned a committee, and that director reports on the committee's activities at every board meeting. Also, each director who has taken on a specific task has to report on the status of that task at the meeting, as well. Obviously, they have to be prepared.
According to Ken Lovett, president of John B. Lovett & Associates, Ltd., a real estate management firm in College Point, New York, Board members should be communicating with each other on a regular basis between board meetings in order to clarify issues and to discuss positions that will arise at the board meeting itself.
Management plays a big role in making board meetings effective, says Lovett. It is management's responsibility to present to every board member the minutes of the prior meeting, a written management report, an up-to-date financial report and all other documents pertinent to the business that's going to be conducted. It is also management's responsibility to do this far enough in advance of the meeting so that board members can come to the meeting prepared.
It's also helpful for board members to communicate specific questions to management if there's an issue that needs to be researched before the meeting, adds Mike Cantor, president of Cantor Real Estate, a Brooklyn-based real estate management company. This way, the manager can present the answers at the meeting and things don't get tabled without action.
Follow An Agenda
The main problem with most board meetings is lack of focus, observes Schechter. The most effective meetings are those where the chairperson works from an agenda, and moves the agenda forward without squelching discussion but without allowing digressions.
Lovett agrees. The managing agent should communicate with the board president at least a week before the meeting to discuss the topics that will be brought up at the meeting and to set an agenda, he explains. Then, the person chairing the meeting should be in control of the meeting and remind the other members that there is an agenda that is being followed. It is the president's responsibility to keep the meeting on track.
The reading and approval of the minutes of each meeting should be the standard item one on every board meeting agenda. Reviewing the last meeting's minutes helps to refresh the board regarding what transpired at the prior meeting and allows the opportunity to clarify what may have been misrepresented. In meetings where a guest such as a shareholder or visiting professional will be asked to participate, start the meeting a little earlier and make the guest the first order of business, even before the approval of the prior meeting's minutes. This is considerate of the visitor, and will also allow the board time to digest and discuss the presentation after the guest has been excused.
Boards that insist on shouldering every responsibility within the building tend to burn out and be ineffective. Boards that know how to delegate certain responsibilities will not only find themselves more productive, but will also be grooming the next generation of involved board members for their buildings. They'll also help to move their meetings along.
When board members keep in mind that the purpose of board meetings is to make decisions, set policy, and direct management, says Lovett, they can welcome input from other shareholders or unit owners in the form of committee participation. The members of these committees should help the board prepare for its meetings by providing reports and recommendations in advance of the board meetings.
Every board has its own distinct group personality, observes Schechter, and it's important to fit the format of the meeting to the personality of the group. For example, some boards are very effective in the most informal of settings, and can meet in someone's apartment and ma f84 ke decisions over coffee and cake. Others may need a more rigid structure, such as a meeting room within the building or at management's offices, to stay focused.
Setting a time limit is another way to plan for a productive meeting. Marathon meetings frequently lead to tired people making tired decisions, explains Schechter. Managing agents Taranto and Lovett agree, saying that the most effective board meetings last no more than two to two-and-a-half hours. If everything can't be accomplished in that time, they suggest that the board arrange another meeting to discuss and settle the one specific topic that needs resolution.
Board president Sileneck employs this policy, but it's not necessarily the only effective way to run a meeting. We don't set a time limit on board meetings, explains board president Flaumenhaft. If you have a major issue to be discussed and decided, the worst thing is for a board member to start rolling his or her hands to make you move on. Boards frequently discuss and decide issues that concern people's lives, and often their most important investment. You have to take the time to consider all things so you don't give them short shrift. That said, it's important to remember that if everyone comes prepared, and if you follow all the strategies that make for a successful meeting, then the duration of the board meeting will be reasonable.
Finally, the most successful board meetings are chaired by a strong leader. Who runs the meeting is up to the board, says Cantor. Some board presidents are stronger than others, while there are other boards that prefer that the managing agent run the meeting. But regardless of who actually chairs the meeting, it is that person's responsibility to keep the discussion focused, move the meeting forward and keep everyone on track.
Ms. Dershowitz is a Contributing Editor for The Cooperator.