Helpful articles to aid Management Companies, Board Members, and Housing Cooperative Professionals in handling complex legal issues.

Representing Your Housing Cooperative on the Board of Directors Shaping Your Public Image

One of the most important tenets of any corporation is its public image and its members’ perception of how the individual responsible for managing a corporation acts outside of the board room.


Representing Your Housing Cooperative on the Board of Directors Shaping Your Public Image

One of the most important tenets of any corporation is its public image and its members’ perception of how the individual responsible for managing a corporation acts outside of the board room.

The perception goes beyond financial reports, spreadsheets, annual meetings and regular board business. Perception is also shaped by how Directors conduct themselves publicly even when they are not intentionally acting on behalf of their corporation. Even though your authority to act as a board member ceases when the meeting ends, your conduct as a representative of your corporation continues 24/7. The impact of board member misconduct in public is significant and has a long-lasting impact on a corporation’s image.

Harvard Business Review conducted a survey of CEO misbehavior through review of news media between 2000 and 2015. The incidents were categorized as follows:
    • 34% involved reports of a CEO lying to the board or shareholders over personal matters, such as a drunk driving offense, undisclosed criminal record, falsification of credentials, or other behavior.
    • 21% involved a sexual affair or relations with a subordinate, contractor, or consultant.
    • 16% involved CEOs making use of corporate funds in a manner that is questionable but not strictly illegal.
    • 16% involved CEOs engaging in objectionable personal behavior or using abusive language.
    • 13% involved CEOs making public statements that are offensive to customers or social groups[1]
      As a board member for a housing cooperative, or any non-profit corporation, you are held to a reasonably prudent person standard when it comes to exercising your authority as a board member. You understand that you have to manage the affairs of your corporation lawfully and that your authority comes either from your entity’s bylaws, a board resolution or when acting during a duly called board meeting. You know you have a duty of loyalty, a duty of care and a duty of obedience.
    Your Personal Brand is Part of Your Organization’s Brand

    As board members, our responsibility to project a positive image extends outward from our role as a director. It is who you are and how you conduct yourself in public that will forever paint a picture for others. Whether that picture is a beautiful landscape or a terrifying rendition of Dante’s Seven Levels of Hell, you are in control of the image the public perceives.

    When you attend functions through or on behalf of your cooperative, “image” is an inherent duty as a fiduciary. Your duty of care and obedience extends to your behavior in public, and as a board member in the year 2019, we all know that the age of social media and smartphones makes it increasingly easier for embarrassing moments to be captured and shared. It can also be a powerful tool to share an accurate and positive account of your community, so be mindful of how you are representing your business and your community for the world to see.

    If you have a penchant for partying, you are going to be labeled. If you have a penchant for losing your temper and lashing out, you are going to be labeled. If you have a penchant for public drunkenness, you will be labeled. When others see behavior that is unacceptable under current social norms, your cooperative will be labeled as well. Long gone are the days where “what happens in Vegas stays in Vegas.” Before it has a chance to stay in Vegas, it’s posted on Facebook, Instagram, Tiktok and Twitter with your new labels listed in hashtags. No one wants to be labeled or associated with #drunkanddisorderly or #letsgostreaking.

    Where to Start: Code of Conduct

    Having a code of conduct for your board is critical. A good code of conduct reduces potential risks associated with fraud, conflicts of interest and other ethical lapses by defining unacceptable conduct.

    Be sure to draft a Code of Conduct that clearly identities a board member’s ethical duties to not only the organizational management of your cooperative, but the face of your cooperative. Above all else, enforce the Code inscrutably. A Code has no value if it is never enforced or if it is enforced long after the bad behavior is witnessed.

    A great code of conduct is actually and regularly enforced. Cooperatives and corporations that issue Codes simply to fulfill legal requirements or in response to member concerns without regularly enforcing that Code are missing a huge opportunity to cultivate trust within their own organization and to demand the highest of standards from its leaders. Robert Noyce, “Mayor” of Silicon Valley once said “If ethics are poor at the top, that behavior is copied down through the organization.”

    Personal Relationships in Leadership

    Board members who have a close relationship may be tempted to turn a blind eye to their fellow board member’s unethical behavior or public conduct, but they owe it to their housing cooperative and their community to address the issue. The inability to check each other for the good of the cooperative will create a poor image of yourselves, your board, and ultimately your cooperative by association.

    Accountability is Everything

    It’s critical that we check both ourselves and our fellow board members, no matter how close we are.

    If someone has had one too many cocktails or starts acting confrontational, pull them aside and ask them if they would like to go for a walk; offer them a refreshing glass of water and remind them that they are projecting the wrong image for your cooperative.

    Remind them of the negative impact this behavior could have on the cooperative including legal liability. If one of your fellow board members decides to go streaking, kindly remind them that there are laws against public nudity.

    At the end of the day, you are the face of your cooperative and you are the face of your corporation! It’s up to you to cultivate your brand and image to make it a face your community deserves and can be proud of.

    [1] Harvard Business Review. (2019). We Studied 38 Incidents of CEO Bad Behavior and Measured Their Consequences. [online] Available at: [Accessed 4 Nov. 2019].

    Please note this content is provided to our readers for educational purposes but it is not intended and should not be regarded as legal advice. Readers are encouraged to consult with competent legal counsel for personalized guidance.


    April E. Knoch, Esq
    April E. Knoch, Esq
    April E. Knoch, Esq's Blog
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