Property manager representative on board: why acceptable?

It sounds like your still developer owned and not owner owned. Which makes sense they would have a representative on the board. Once your owner owned, then that should change. The others may be set up the same way. Not sure how Realty works in NYC but seems developers like to keep their hand in the pot and not let go.

Well, you answered one of your questions – if your documents don’t have a requirement that board members must be owners, that’s why you have your property manager there. To change it, the homeowners need to have the documents amended, which will require a vote. Check your documents to see how this is to be done, bring the suggestion to the board and see what happens. You might also rally your neighbors together and push for a vote.

Changing Bylaws and CCRs in HOAs is not for the faint-hearted because this needs to stand up in court if someone challenges it, so talk to the association attorney for guidance.

Regarding the proxies, you said the property manager takes the proxies that owners have been given and votes them. In most cases, the owners dictate who will cast their vote on their behalf and how to vote. That doesn’t have to be the property manager; they can name someone else to attend the meeting and cast the vote on their behalf. This is what we do in our community, except the board president is authorized to cast the vote if someone else isn’t named. If the homeowner sends in a proxy but decides to attend anyway, the proxy will be cancelled and he/she casts the vote. Our proxies are mailed to the property manager, but the envelopes are opened at the meeting and counted in front of the attendees.

In your community, it appears your owners aren’t doing that for whatever reason, which is their right. If you think the property manager is doing something improper with the proxies, you need to bring that up before the board. Ditto for the location of the annual meeting – if the property manager’s office is too far away, find a place close by and suggest that to the board – it could encourage more owners to show up at the meeting and cast their own vote.

Finally, you said the property manager basically controls the board. That is concerning because the BOARD should be overseeing the property manager, who works for the association, not the other way around. To change that, change the board – that will require you and your neighbors working together, along with people willing to run for a spot who will make the board’s actions more transparent.

It doesn’t matter what the problem is in your community – ultimately, the homeowners are responsible for holding themselves and the board accountable. If you want a more transparent board, it may also require YOU to step up and serve – decide what you want to do and get to work. Good luck!

Thanks--great point.

Why would you accept the offer to join the board unless you are paid to be on the board? Just curious. I'm on some nonprofit boards and am not paid anything for them, but they're charities. I wouldn't join a non-charity board unless I were paid, given the risk of liability and the time commitment.

* Risk of being sued
* Other potential uses of time (charity boards, family time, etc.)

That said, I do admire people who do as you do--very generous of you.

Hi NpS, yes, you’re right. But for a cooperative, the board is even more like the board of a corporation. The board has fiduciary duties to the corporation’s shareholders (ie, other owners and me) even more than a HOA board has duties to HOA owners. “Real” corporate boards may have an “independent director” who is not a stockholder in them, but hat director would be there just because key owners and management want someone neutral, unaffiliated with anyone else, to prevent the other from getting that board seat.

In my cooperative building case, the nonresident is tied to a key outside service provider, the property manager. That is a direct conflict of interest and in a “real” corporation, that wouldn’t be tolerated.