One of the unique aspects of life in a co-op or condo is that a building or HOA is in many ways a microcosm of the larger world outside. It can suffer from the same factionalism and partisan bickering as any political entity, only on a much smaller, more intimate—and therefore potentially more damaging—scale. Conflict and divisions in co-op and condo communities can and often do bleed into the community’s administration: the manager and board of directors. Even a seemingly minor conflict can upend a residential community if it’s not dealt with diplomatically—so boards and managers must be prepared to step up, step in, and do their part to defuse such issues before they turn into something worse….
Odd Numbers, Staggered Terms, and the Limits of Power
According to Andrew Freedland, an attorney with Anderson Kill, a law firm based in New York, “It’s not unusual for a board to have groups that side one way or another. What’s great about most boards is that they are oddly numbered, having five or seven or nine members, which helps avoid deadlocks on votes…..”
“If shareholders are unhappy with what a board is doing,” says Freedland, “I have seen recall elections. Shareholders or unit owners can call a special meeting as provided in their bylaws. At that meeting board directors can be removed and replaced….”
Freedland says he often gets questions from directors about removing other directors. And while the chain of events and emotions that would lead to that level of infighting might be complex, the answer to the question of board members giving a particular colleague the boot is straightforward: “Directors can’t remove other directors from a board,” says Freedland. “They can only be removed by shareholders. But they can remove a director from a specific position, say president or secretary….”
Freedland cites a situation where a building he represented had a board consisting of five members. Four of the members were elected from the residential population of the building; the fifth was a representative of the commercial tenant leasing the first floor of the property….
Freedland concurs, summing up with the assertion that “Dissention shouldn’t permeate every issue. Work it out and get on with it.”
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