Q&A: Understanding the Bylaws

Q I have been an apartment owner in a Woodside cooperative since 1985. Presently,  we shareholders are faced with the problem of an overly controlling board.  

 I am looking for an explanation, in layman’s terms, of ARTICLE III, titled ‘Directors,’ of my cooperative’s bylaws, following here as a direct quote:  

 ARTICLE III Directors

 Section 1: Number: The number of the Directors of the Corporation shall be not  less than three nor more than nine, commencing with the first election of  Directors by tenant-shareholders of the Corporation. At least one less than a  majority of Directors must be resident tenant-shareholders of the building of  the Corporation. At such time as the ‘Unsold Shares’ (as defined in the proprietary lease of the Corporation) constitute less than  50 percent of all the shares of the Corporation issued and outstanding, but in  no event later than fifth anniversary of the date the Corporation acquires  title to the building, not less than a majority of Directors to be elected at  all subsequent annual meetings of shareholders shall be resident  tenant/shareholders of the building of the corporation…  

 These bylaws have not been amended even since the building’s conversion to a cooperative. At this time, the co-op is self-managed by the  nine self-elected board members who control all aspects of the co-op and have  blatantly stated that they as board members have ‘absolute power’ over all decision making. In May of every year, the board members call all of  the non-resident and resident shareholders to get their proxy and subsequently  vote for themselves as board members. The majority is always easily achieved,  as there are many shareholders who simply do not want to be involved, and so,  year after year, this same board is reelected.  

 At this time, there are three board members and officers, including the  president and vice president, who are non-residents of the co-op. Many  shareholders do not believe this should be the case, but since the ‘modus operandi’ of voting is controlled by the existing board of directors, our hands are  pretty much tied. We need to know that there is a solid foundation beneath our  concerns, and hope that there is something that can be done about the  situation. This is why we are looking for a more clear interpretation of the  above article of our bylaws, particularly the highlighted section. Thanks for  your time.  

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