Posts Tagged ‘board’

Cooperatives: Empty Seats

December 8, 2014

2014-12-08 - IMAGE, en.wikipedia.org

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 DURING THE APPROACH AND ONSET OF THE HOLIDAY PERIOD attendance at cooperative board meetings typically dwindles. Often there are more empty seats than attendees. Unfortunately, this not only applies to shareholders but to board members as well.

Gift shopping, setting decorations, travel plans, company holiday parties, dinners, family gatherings and visiting friends generally occur in a fairly short time span, causing folks to be unreachable or unable to be at the assembly. Recognizing this, many cooperatives schedule their board of directors meetings in a manner that has the least negative effect on attendance, especially for board members.

But sometimes the business of the cooperative requires a scheduled or special board meeting in the thick of the holiday season, such as in the case of approving a new shareholder applicant or authorizing an unexpected repair. In circumstances like these convening a quorum of board members can be a challenge when more enticing seasonal festivities beckon, and it can be even more of a challenge to pull together a quorum at the last minute for a special meeting.

What is a quorum? It is the least number of members who need to be present in order for the meeting to be considered official. If there is no quorum, there cannot be a meeting and, therefore, no action may be taken on any cooperative business.

As technical advisers to cooperatives we often see a board of directors that consists of five or seven members (five members is most common) who are elected to board positions by shareholders. A quorum for a five-seat board usually is three members and for most cooperative actions a majority vote of the board is necessary.

Yet, as is apt to happen during holidays, cooperatives sometimes stumble at a point when one or more board members are absent and only a quorum is present. The stumble is likely to occur due to a misinterpretation of the word “majority.” Unless the cooperative documents explicitly state otherwise, a majority board vote typically means a majority of all the seats on the board ― not a majority of the board members in attendance.

For example, on a five seat board having a quorum requirement of three members and with only the quorum present, all three of the members must vote to approve an action. Too many times, when reviewing board minutes, we found a board secretary had improperly declared an action approved when just two of the three-member quorum voted to support a motion. The rationale, of course, was that a majority of the three members voted to approve the action. However that rationale is incorrect since two votes on a five member board do not constitute a majority, only three or more would be a majority. Consequently, in such an instance, a matter the cooperative thought was approved actually had not been, leaving the door open for opponents to the action to argue it was not authorized.

In some situations, with just two votes in favor, we had to request the full board to vote again on those measures to obtain proper authorization.

Bottom line: To better avoid potential controversy and disputes, ensure the term “majority vote” in the cooperative documents is properly defined and upheld before declaring a measure to have been approved.

 

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Need consulting, coaching or problem troubleshooting regarding other single-family or multi-family housing issues? We’ll be pleased to help you. Visit us at the Inhouse Corporation website or contact us at inhouseco@aol.com

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Blog Terms of Use, Disclaimer and Disclosure: The purpose of this blog is to promote awareness and general discussion of the presented topic. Use of this blog shall be the reader’s agreement this blog: (i) may possibly contain one or more instances of unverified information; and (ii) is not a substitute for the advice of a qualified professional and each action that may be taken shall be under the specific guidance, oversight and/or performance of a professional qualified in the subject matter. If you have a question or want assistance with a featured or related matter please contact us at InhouseCo@aol.com (include the blog article title on the subject line). Links, references and credits in this blog are for convenience only and are not endorsements by the author or Inhouse Corporation. Statements, comments and/or opinions of blog authors and/or users of this blog may or may not reflect those of Inhouse Corporation. Users who comment on this blog are solely responsible for their comments and opinions.  Comments and/or opinions deemed uncivil or inappropriate will be removed or not posted.  

A Co-Op Nightmare: When Conflict Rules, Part 3

February 15, 2014

Conflict, many persons

Conflict: When a cooperative divides.

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SOME SHAREHOLDERS ALSO FEEL THEY DON’T NEED TRAINING, after all they just need to pay occupancy charges on time and comply with the cooperative documents, right? No … not exactly.

While its true occupancy/ maintenance charges must be paid and there must be compliance with the cooperative documents, our work shows most shareholders either have little specific knowledge of those documents or forgot what they contain. The cooperative certificate of incorporation, bylaws, rules and regulations and occupancy agreements (proprietary leases) are often an unread series of mysteries.

Of course, we are not suggesting shareholders have intimate knowledge of every last detail in that paperwork, especially since it can be overwhelmingly voluminous. But at a minimum they should have a basic, if imprecise, understanding and familiarity with the documents sufficient to optimistically search for and locate relevant passages that address particular cooperative situations as needed.

Knowing the ropes can alleviate a sense of helplessness shareholders sometimes experience. Not knowing why certain tasks and responsibilities are necessary or the reasons for board actions can make them feel, rightly or wrongly, that they deliberately are kept in the dark. Moreover, if there is a lack of adequate communication between the board and shareholders that feeling can substantially magnify. Circumstances may veer out of control when shareholders perceive themselves as powerless and having  little to lose by venting their frustration as board meeting disruptions or circulating unverified rumors and allegations that can be hurtful to the cooperative, other shareholders and/or board members.

Such an environment is fertilizer for shareholder discontent and turmoil despite the fact that shareholders as a group typically hold the real power within a cooperative—and shareholders can exercise that power when they correctly employ the appropriate procedures usually provided within the cooperative structure. If a board overtly or covertly believes there is a benefit to have shareholders floundering in their efforts to make changes or have grievances redressed, that board should quickly reconsider that position. A suitably trained board would realize a cooperative is designed to be a democratically run organization in which every shareholder in good standing has a voice, a vote and energetically participates in the efficient operations of the cooperative.

Ironically, we find the more stable cooperatives are those that adhere to cooperative principles, are transparent and aggressively ensure continual communication with shareholders. Those boards proactively seek ways to create incentives that encourage shareholder participation at all meetings, on committees and at social events. Such activities boost shareholders’ realization that they truly have a stake in their cooperatives’ success which, in turn, fosters an ownership interest in the cooperative and thereby aids in dispelling the harmful “landlord versus tenant” temperament that too many mistakenly embrace in the co-op setting.

Moreover, filling a seat on the board should not be a lifetime activity for any person. Ideally every shareholder should serve on the board of directors at some point. This would give each of them the hands-on experience of knowing the challenging difficulties a board encounters and strives to deal with on a regular basis … hopefully portraying the board and shareholders are on the same side.

Consequently, appropriate shareholder training would impart or restore the basic understanding of a cooperative, explain the gains derived from participation in all activities and show shareholders how to responsibly and respectfully employ such authorities as are given them in the cooperative documents. It would also help them understand their obligations as well as those of the board. All of which often quells or reduces the conflicts, disagreements and organizational gridlock that can grip less transparent co-ops.

All in all, effective training establishes the platform on which a successful co-op can be built.

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Need coaching, training or problem troubleshooting? Visit us at the Inhouse Corporation website or contact us at inhouseco@aol.com

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Blog Terms of Use and Disclaimer: The purpose of this blog is to promote awareness and general discussion of the presented topic. Use of this blog shall be the reader’s agreement this blog is not a substitute for the advice of a qualified professional and each action that may be taken shall be under the specific guidance and oversight and/or performance of a professional qualified in the subject matter. If you have a question or want assistance with a featured or related matter please contact us at InhouseCo@aol.com (include the blog article title on the subject line). Links, references and credits in this blog are for convenience only and are not endorsements by the author or Inhouse Corporation.