Board members don't always see eye to eye. In a tragic case in Boynton Beach, Florida, an argument over the number of votes needed for a quorum led to the accidental death of a 70-year-old board member. During a discussion about the upcoming board of directors election, one board member allegedly grabbed the other, possibly causing him to fall backward to the pavement and fracture his skull. Thankfully, this one-in-a-million type of incident isn't a common occurrence; however, that doesn't mean that it's always smooth sailing at all board meetings.
The disagreements that come up can be as varied as the personalities that comprise a board. But two recurring themes that immediately come to mind are the tyrannical board president who attempts to monopolize every area of discussion and the disgruntled board president who feels he's shouldering an unfair burden of the work load. If these issues confuse the agenda at your board meetings, consider trying out the arrangement that was implemented at one Manhattan condo.
Instead of the usual president and vice-president team, the innovative six-person board of this 97-unit building has created two new rolesco-presidentswho share all the responsibilities typically held by the board president. The position of vice president has been eliminated, at least for the time being. We decided to do this about three years ago, says co-president Jim Smith. So far everyone has been very happy with the arrangement.
No two boards of directors are identical, but most boards do share some common traits. Generally speaking, the board is responsible for ensuring the building's financial well-being, operating and capital budget, insurance, security and maintenance. The board has to hire professionals, approve buyers, enforce house rules and work with the managing agent and building residents.
The roles of the board members are defined in the by-laws and their powers are set out in the Business Corporation Law (BCL). Both documents are vague about specific duties, so each board can create the management team that works best. In general, the by-laws and BCL give the president the power to preside over all meetings of the board and shareholders as well as the authority to set up committees for special projects (and appoint committee heads) and set the agenda for the board. Very little is said in the BCL or by-laws about the vice president's role. His duty is to fill in for the president as necessary.
According to Jack Lepper, a partner with Kagan and Lubic, the Manhattan based law firm retained by the condo in question, This building's by-laws use M-catch-all' and enabling language which provides that the board may elect additional officers and empowers the board to elect co-presidents. This is the only building with this arrangement that we're aware of, but that's not to say that it doesn't exist elsewhere.
Lepper adds that the sharing of responsibilities among two presidents makes sense because it eases the burden for what is essentially volunteer work and no small job. The truth is that about 90 percent of the work that needs to be done rests on the shoulders of the board president, he explains. The president is the contact with the managing agent and the one who has to deal with disgruntled unit owners. The flip side is that any decision which must ffb be made by the president requires agreement by both co-presidents. But, at this building there's never been any conflict between the two co-presidents. They trust each other and are compatible. That's why it's worked out so well. And the other board members have the comfort of knowing that they're able to reach out to two board co-presidents, not just one.
Smith adds that sharing the job really comes in handy on the occasions when he or his co-president are out of town. Since the workload is shared equally, one can always step in to fill the other's shoes. This, in turn, benefits the residents of the building because processessuch as voting in new residents, calling an impromptu meeting to fill an empty spot on the board or overseeing necessary maintenance workdon't have to be slowed down. Whether we're home or away, we confer with each other on a regular basis, Smith says.
The condo's managing agent is just as pleased with the arrangement. Having two people who can respond to our questions makes the decision-making process much more efficient, says Cathy Celentano, an account executive for The Kreisel Company. We save time, especially if one co-president is out of town. We have a small executive committee to bounce things off of, as opposed to one person's opinion. It's a very well-balanced board. The members work very well together.
Smith's co-president agrees that team work makes all the difference. He feels that his condo has such excellent board relations because each of the six members brings his or her specific talents to the equation. For instance, one board member happens to be a public relations professional. Since she has excellent communication skills, she's the one who conveys important information to the residents. Our fellow board members are all very bright. Everybody does his or her own thing and then reports back to the group, he explains.
My area of expertise is handling projects that don't require immediate attentionlong-range things like re-decorating the lobby or arranging to have the building facade inspected. I'm also the one who speaks to the lawyer almost every week. Smith is in the city much more than I am. This works out well because he's good at taking care of the day-to-day details.
Some buildings have authoritative presidents, but that's not the case with the co-presidents at this condo. We always talk things over as a group before making any major decisions, says Smith's co-president. If an immediate decision is required, we do a conference call. We meet about once a month for an hour or two. A high school teacher, he sees similarities between life at his condo and the challenges he faces during his 9:00 to 5:00 job. Sometimes the residents have to be reassured like teenagers! he explains. We get quarrels about noise, about leaks, about staff membersthis is not a utopian existence. But, as far as the board goes, there's never any animosity. We cooperate very well. I don't see how it could be any better.
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