Board meetings provide the time and space for co-op and condo leaders to establish and direct building operations. These vitalmeetings can be productive decision-making sessions conducted in an atmosphere of mutual respect, or ego-driven marathons characterized by acrimony and self-interest. In an effort to fit your meetings into the former category, and to keep them running smoothly and efficiently, it is important that the board follow certain guidelines.
Most by-laws require a certain number of meetings annually, but there's usually nothing that says they have to be monthly, explains Ron Gold, partner of Wagner, Davis & Gold, PC, a Manhattan-based law firm that represents about 100 metropolitan New York properties. But there are typically concerns that need the board's regular attention, and properties that meet less than monthly usually have problems keeping control. Boards that need to meet more than monthly can call special meetings, according to most by-laws, on two days' notice delivered to participants in person, by mail, or by telegram.
Unless specifically stipulated in the by-laws, boards can meet anytime, anywhere. The most important factors are that a quorum of directors/managers, plus the management representative and other appropriate professionals, be present; that the space be available for the entire meeting; and that the environment be conducive to productivity.
Meetings held in a business-like settingeither an office or around a tabletend to be more focused than if held in a more informal environment, offers Mark Moskowitz, president of The Argo Corporation, a residential management firm. To help in this area, we offer our own offices to clients for meetings. Many management companies do likewise.
The opposite extreme to hold board meetings in public places, like restaurants. These informal settings can be troublesome due to their attendant distractions, logistical restrictions, and time constraints.Space on the property's premises, such as a meeting/board room, super's office, or the home of a director or manager, may provide the best alternative. Resident board members, who usually comprise the majority of a board, may feel most comfortable on their own turf, and don't have to worry about transportation home after the meeting. Ultimately, each board must determine when and where they are most productive.
Board members are the only people required to attend regularly scheduled board meetings. Most properties also want and expect their management representative to attend, and, If that's not part of your management contract, says Gold, try to write it in. In addition to the board and managing agent, appropriate professionals, such as legal counsel, accountants, engineers, etc., should also be invited when their input is necessary.
Official meetings cannot be conducted without a quorum of the board present. A quorum is usually defined as a majority of the number of directors authorized at the time. No proxy voting is permitted at board meetings; participants must be there in person unless the property has specifically adopted a provision for teleconferencing. Boards may act without the benefit of an official meeting only when there is a unanimous writ of consent, meaning that all the directors/man ffb agers have signed off on a particular action.
To accommodate personal and professional time considerations, some boards set time limits and commit themselves to highly structured agendas. But when there are important issues to be decided, it's unwise to curtail discussion and consideration. Basically, meetings should last as long as it takes to get the job done.
Pre-planning is essential to smoothly-run, time-conscious meetings. It's important for boards and management to work together to prepare agendas and informational packages well before the meeting, and provide them to directors and managers in a timely manner, so that the board has a chance to review them and can discuss them knowledgeably at the meeting, says Vanessa Mahlab, vice president of the board at Gotham Towne House, a 190-unit co-op on East 57th Street.
The aim is to make the most efficient use of our time together, agrees Sandy Paul, board president of a two-building co-op complex on West 20th Street in Chelsea. We try to make sure we have an agenda out well in advance of the meeting. We invite shareholders and try to address their concerns early in the meeting, and we delegate responsibility to the committee chairs so that a lot of work can be done before and after the meetings themselves.
Planning is the key, concurs Nancy Taylor, treasurer of 300 West 23rd Street, a co-op/condo hybrid whose unique property situation makes for complicated meetings. And, she adds, Detailed management reports are crucial to smooth-running meetings.The property manager should get all the pertinent information to the board at least five days before the meeting, according to Leslie Kaminoff, president of AKAM Associates, a residential management firm. This way, if a board needs more information, they can ask for it so they're ready to make a decision at the meeting. Our policy is to prepare agendas and complete, detailed management reports, and our boards appreciate it.
But nobody appreciates a well-run meeting more than visiting professionals. Some of us are out three or four nights in any particular week, says Myron Jacobs, a partner in the accounting firm of Jacobs & Schwartz. We like to see a well-organized meeting so that we can respond to questions and remain at the meeting only as long as our presence is required. After that, it's a little unfair. It's also important that the accountant or other professional be advised in advance of specific issues that are going to be raised, so their presentation can be that much more meaningful.
Most by-laws don't mention specifically how meetings should be run, says Gold. You don't need rules of order if the simple rule of courtesy is followed.
But many boards do try to go by the book. We try to follow M-Roberts Rules of Order,' says Paul, referring to the standard text used by most boards and management firms (see box). I'd rather do that than be too informal and find that we're wandering.Other boards are less structured in their approach. I like an informal meeting with an agenda, says Mahlab, although she adds, I do agree that discussions and meetings shouldn't be open-ended.
Good meetings are a balancing act, and a strong president or chairperson is the key, adds Howard Schechter, a Manhattan attorney with Schechter Brucker. Effective meetings are those in which the board establishes policy based on accurate and complete information, and are run by someone who permits the presentation of the necessary information and fosters open debate, but who knows when and how to move the agenda forward.
Every corporation requires that the minutes of its board meetings be recorded and adopted in a timely manner. While most boards consider the recording and promulgation of minutes to be the secretary's responsibility, many by-laws state that the secretary is responsible for causing the minutes to be taken. This means that anyone who is ca c93 pable can produce the minutes; the secretary is responsible only for ensuring that the job is done.
Share your minutes with your property's professionals, especially your attorney or accountant, Gold recommends. From a legal perspective, after we review the minutes we may find that certain things weren't done in the right way, which might invalidate a motion.
We are required to have read the board meeting minutes, adds Jacobs. The minutes are a principal way for us to find out what's planned for the property's immediate and long-range future.In a perfect world, the optimum board would consist of an attorney, an accountant, a structural/mechanical engineer, an architect, etc., and they would all know what needs to be done, muses Faith Brenner, managing agent with General Properties, a residential management firm. But in reality, boards are formed of people with other responsibilities, and they need organization to make a board meeting run smoothly. The key is to get things done. That's what everyone is at the meeting to do.