When it comes to board members pushing their own pet projects, stalling meetings, and generally gumming up their building’s administrative works for selfish reasons, Chris Ebert, senior property manager of Downtown Properties in Manhattan, feels like he’s seen it all. But the memory of one particular board member’s personal agenda stands out in particular.
“One board member just kept trying to convince the other members that this certain contractor wasn’t needed for a particular job, even though everyone knew he was wrong,” says Ebert. “Turns out he just didn’t want to pay for his share of the project— and he ended up taking up 3-1/2 hours of meeting time. They had a very long agenda, but nothing else got done. Finally, one board member walked out of the meeting.”
Granted, we all have personal agendas. After all, it’s part of human nature to want things for ourselves and our loved ones. Most of us vote for political candidates based on what they would do to benefit us personally. Parents typically join the PTA or a school committee because their child is in the school, and they want to make certain their child receives the best benefits possible—they don’t tend to remain on that committee or PTA group when their child moves on to another school.
When it comes to co-op and condo boards, many members join because they have a personal issue that’s important to them and they want to see it through. That’s not necessarily a bad thing, but when those personal agendas and pet projects encroach on a board meeting, stir up controversy and discord, or prevent other important business issues from being conducted, it can become troublesome and even downright libelous.
“The worst is when a board member comes on to use the board as a profit center,” says Adam Leitman Bailey, an attorney and founding partner of Adam Leitman Bailey, P.C. in Manhattan. Bailey remembers a board member who would reject the buyer of every unit that came up for sale, and then purchase the unit when it was put back on the market at a discounted price. That situation—in which Bailey represented a rejected buyer—eventually went to court.
As an attorney, Jeffrey Reich, with the law firm of Wolf Haldenstein Adler Freeman & Herz LLP in Manhattan, has attended many board meetings. According to his observations, the number one reason residents want to be on their board is prime parking spots. “Parking is always a personal agenda,” says Reich. “They get themselves on the board because they are on a waiting list, or because they feel that other people are abusing it.”
He has also seen board members join because they recently had a child and want a playroom built into the building as an amenity. “They campaign more broadly,” says Reich, “but that’s really the only thing they have an interest in.”
Another reason a resident might decide to join the board is because of a personal grudge or vendetta against another board member. “They will try to use the board to bring a noise complaint or other gripes against each other,” says Ebert.
These board meetings can become so difficult that the board may turn to their legal counsel for advice. “I had to go to every meeting for a year when I was on one board,” says Bailey. “Most buildings would not need an attorney, but for an entire year, all they were doing was yelling and screaming at each other. Two of the board members even decided to hold a special meeting to add nine members to the board and take away the board’s control. And this was the most intelligent board, with people who worked for the biggest and finest companies.”
Dealing with Disrupters
Typically, a good board member doesn’t become a nuisance, even when they champion a particular cause or advocate strongly for a particular project. If they follow board rules and protocol and address their personal issue appropriately, that’s okay.
“It’s the board member who’s constantly raising their personal issue and shoe-horning it into the meeting and that becomes a disruption,” says Reich, explaining how certain board members badger and persist when most board members, who are volunteers donating their time, just want to get through the meeting. “A board member constantly pushing their issue and taking time out of a meeting to deal with it until they get their own way are like the congressman who’s always throwing something in for their own pork-barrel.”
So what can be done to rein in a rogue board member and move a hijacked meeting back on track? “What we try to do when we have a board member like this is put them on a committee that isn’t directly related to their personal agenda. We ask them to investigate some other options, and give them time to report back,” says Reich. “Hopefully, it gives them a feeling that there are important issues elsewhere, and it defuses the situation a bit.”
Another positive method of dealing with these board members is to stick to an overall board-imposed agenda during meetings. This can be more challenging than it sounds because most boards—especially those in smaller, more tight-knit buildings—are often less formal, and don’t always stick to an official agenda.
“Most buildings have an agenda, but very few put maximum time allowances next to each item on the agenda. And even if they do that, [some board members] simply ignore the times,” says Steve Elbaz of Brooklyn-based Esquire Management. “They won’t let go of a topic until they are satisfied.”
Elbaz suggests letting the board member talk for a bit and then making suggestions to table the discussion and come back to it later in the meeting. “Sometimes you just have to speak the plain truth—really attack the other topics first, and tell the board members they are repeating themselves and you’re not making headway,” says Elbaz.
When Bailey wanted to repair the self-inflicted damage done by the board that yelled all year long, he turned to a classic work of organizational wisdom that has been helping keep parliamentary procedures on track for a century. “What I did to resolve this was use Robert’s Rules of Order,” he says. “They go back 100 years and tell you exactly how to run a board meeting.” The most recent edition of the rules, which have been updated over the years, is titled Robert’s Rules of Orders Revised, 10th Edition.
There’s also a condensed, abridged version called Robert’s Rules of Order in Brief, which is more user-friendly and may work well for smaller, less formal organizations, including condos and co-ops.
According to Teresa Dean of the American Institute of Parliamentarians (AIP), “Condos, and in fact any organization, can learn the less complex rules and usually accomplish the will of the majority. Normally their bylaws will specify specific rules the organization goes by, and the Robert’s Rules supplement those of the organizations themselves.”
Bailey explains that he implemented parliamentary procedure to quell the shouting matches that had sidetracked his client building for so many months. As per Robert’s Rules, board members weren’t allowed to interrupt when someone else had the floor, new business couldn’t be discussed until after the old business was taken care of, and members couldn’t go after each other in long-winded or abusive tirades.
“One of the best things is that the rules allow you to make motions,” says Bailey. “It causes you to deal with issues. Here’s what you’re going to talk about. If you want to discuss putting in new windows, you make a motion and get a second motion to discuss the issue. You end by calling a vote. It allows a group who can’t get along, to get along.”
Other conflicts, such as having a board member who wants to hire a friend or relative to do work for the building can also be handled positively, with or without calling upon Robert’s Rules. “Every time the board is seeking a vendor to do a service, you get three bids,” says Bailey. “If one of the board of directors is good friends with one of the bidders, get four bids—and stipulate that no board member with any financial or personal interest in the issue can vote on it, or participate in anything to do with that issue.”
As stated above, not every board member’s personal agenda adds up to trouble for the board as a whole—even the loud, sometimes disruptive ones. “Take time to listen to them and find out why they are screaming,” advises Bailey. “We had one board member who screamed to get the board to listen, and when they finally heard her, her ideas were actually pretty good.”
In the worst case scenario, the board member may be relentless and may need further action. “Most bylaws don’t let you kick off a board member; a few do, but it’s rare,” says Bailey. “You will want to call upon that person to resign or call a special meeting in order to lose that member, especially if they are doing something illegal. If that happens, and a board is neglecting its business, it can become a real problem.”
The bottom line is that the board has a fiduciary responsibility to its residents, and in order for them to do that important work, personal agendas and prejudices must be set aside in favor of the greater good. The professionals agree that while it’s fair and appropriate to hear fellow members out—even if the tone and volume are not entirely pleasant—boards can’t indulge single members to the point where building business starts to suffer. Nor should one board member, or two members with a personal beef with each other, be allowed to intimidate the rest of the group. Adopting Roberts Rules is one way to provide a structure in which even sensitive or controversial items can be discussed, and voting out particularly disruptive or unproductive board members is another possible remedy. Regardless of the tactics used, it’s up to the board itself to do what’s best for their community and its residents.
Lisa Iannucci is a freelance writer and published author living in Poughkeepsie, New York.