Q&A: Too Powerful Prez?

Q I am on the board of my Ridgewood, Queens co-op, and I have a problem with our current board president. Without consulting the other board members, the president has cancelled our upcoming meeting, saying that there is ‘nothing on the agenda’ despite the fact that I personally submitted three items to discuss in recent weeks. I managed to convince three of my fellow directors to hold the regular meeting anyway, but our president leaned on them to skip the meeting, then notified our co-op’s attorney and accountant and instructed them not to attend, effectively squashing the entire endeavor. Our president also signs service and construction contracts without getting more than just one or two bids and presenting them to the board for approval. Last year, the president unilaterally appointed our treasurer to run annual meetings, in the event the president was unable to attend—bypassing our vice president and disregarding the rest of the board. Is this kind of behavior simply unethical, or is it patently illegal?

—Queens Board Member

A According to John Van Der Tuin, an attorney and a partner at Balber Pickard Battistoni Maldonado & Van Der Tuin, “You are correct that in the absence of the president of the board, under most bylaws, the vice-president would have the powers of the president, including the power to preside at meetings of the shareholders or board. The other issues that you describe are principally issues of board culture—that is, some boards operate with a strong president and relatively passive board members, while other boards operate with very active board members and a president who largely carries out the instructions of the board. Some boards review all contracts and require multiple bids for all contracts, while others expressly or implicitly delegate contracting authority and decisions to the president. Effective, healthy boards have a culture in which all board members attend meetings, express their views respectfully, listen to the views of other members, respect delegations of authority on specific matters and actively participate in the governance of the cooperative. They will operate by respectful consensus, focused on the best interests of the cooperative as a whole and with clear understanding as to the responsibilities of individual board members and officers. You also may wish to consult available guidelines for board conduct, such as the detailed Corporate Director’s Guidebook (4th Ed.) published by the Committee on Corporate Laws of the American Bar Association, or the much shorter Board Best Practices memorandum prepared by our firm for our cooperative and condominium clients.”

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