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.


Adopting Ethics and Confidentiality Agreements for Cooperative’s Board of Directors

Members elected to serve on the Board of Directors hold special and unique positions as fiduciaries to the housing cooperative corporation. A Director holds a position of trust, fiduciary and good faith to the housing cooperative to which he or she serves. While members elected or appointed to serve as a Director may not always be the savvy corporate type, it is important for Cooperative’s to establish certain policies, sometimes best contained in an Agreement, for each Director that will spell out that Director’s responsibilities and duties pertaining to ethical corporate conduct and the handling of sensitive, confidential information.


The Rogue Board Member and the Confidentiality Agreement

The fundamental organizational structure of Cooperative living is founded on the tenets of self-communal governance. As the membership depends on its elected Board Members to effectively oversee the conduct and affairs of the Cooperative, it is unfathomable to think that a Board Member would do anything during the course of his/her duties as a Board Member that would jeopardize the Cooperative and its Members. However, it is unfortunately becoming more common to hear about a Board Member going “rogue.”


Policy Bites: Why Cooperatives Should Adopt Ethics and Confidentiality Agreements for their Board of Directors

Many of us already know that housing cooperatives are made up of the entire membership. By this token, cooperatives are inherently diverse. Since a cooperative’s Board of Directors typically consists of a group of members elected by the entire membership, its Directors are usually equally diverse and important as the entire membership that makes up the cooperative. There are several important characteristics, traits, and duties that each director holds as a position of trust and fiduciary to the corporations they serve. It is important for Cooperatives to understand these duties and the extent upon which they bestow obligations to each director. A good approach to doing this is for a cooperative to adopt certain ethics, conduct and confidentiality policies, and for their Directors to execute agreements avowing their fiduciary duties and obligations to the cooperative. These policies and agreements should strengthen the sense of loyalty and ethical conduct of the Directors, and add a sense of transparency. In addition, they may also insulate the Cooperative from potential liability from legal claims and challenges to official Board actions.