My fellow board members are meeting without me. What should I do about it?

It’s not uncommon for new board members to be viewed as outsiders or rookies by more experienced members and our experts suggest approaching this situation with a long-term strategy.

First, educate yourself about how the board functions. You should also seek areas of agreement, and over time, encourage other like-minded shareholders to join you on the board.

“Many new board members have no prior experience with being a director and this often leads to a clash between expectations and the reality of how boards function,” says Dean Roberts, an attorney at the law firm Norris McLaughlin. 

Read board minutes for the last year

As a new board member, it's important to understand you are joining a group with pre-existing relationships and social dynamics. 

For both co-ops and condos, the conduct of board meetings and other board issues are primarily addressed in the bylaws. "The bylaws of most co-op and condominium buildings do not prohibit directors from forming alliances and from having discussions outside of formal meetings," says attorney Steven Kirkpatrick, a partner at Romer Debbas.

Even so, attorney Marc Luxemburg, a partner at Gallet Dreyer & Berkey, says such meetings might be considered "in bad faith if they are intended to prevent a director from fully participating in board discussions or being fully informed." Shutting a director out of discussions and decisions goes against the spirit of the provisions in the bylaws, he says.

It’s very possible you’ve been elected on a platform of change but you may still be up against people who are entrenched, says Deanna Kory, a broker at Corcoran. “Bucking up against the establishment is not helpful even if your constituents want you to,” she says.

With this in mind, Roberts recommends reviewing the prior board minutes for the last year or two to educate yourself on the issues and to figure out who is driving policy. “You’ll then see if this same group is voting together against a different set of directors,” he says.

Roberts says it is often a good idea to have a discussion with the president or the officers about board policy and the issues facing the co-op. This educates you and engenders trust with the group. 

Luxemberg also suggests raising the issue of your exclusion directly at a board meeting. "Question the other directors as to why they are proceeding in this fashion," he says. You can also ask about the reasoning behind specific decisions from which you feel excluded.

Find issues you can agree on 

In order to make your vote matter, Kirkpatrick recommends finding ways to participate in the conversations taking place outside the board meetings. 

It may be difficult, but Kory suggests one tactic is to find some common ground with your fellow board members.

“You need to work it like you would work any other group—engender the trust of people and try to shift their thinking slowly through your powers of persuasion,” she says.

Get other like-minded residents to join the board

It’s likely whoever elected you to the board shares your opinions on how the building should be run. Indeed, gathering grass-roots support from your fellow shareholders or owners is an important step to bring about change in a building. 

If you’re looking to increase your authority on the board, one route is to try and get other people who are like-minded to join you by running for positions on the board. Luxemberg suggests raising the issue with other shareholders, and encouraging other shareholders to run for the board who will agree not to participate in an exclusionary process.

Bottom line, you will need to be persistent and politically savvy as you try to bring about the change you want to see in your building. 

“That's a long-term process when you have an entrenched board—it won’t happen overnight,” Kory says.

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