Each and every multifamily community is different, with unique needs, expectations, and challenges. If you’re a regular reader of this publication, you’ve heard that refrain many times, across a broad range of contexts—including board governance. Some boards are tight-knit, proactive, and highly involved in the day-to-day operation of their properties, while others are more reactive, delegating the operational tasks to management and serving primarily as the final word on big expenditures, capital projects, and unit transfers.
Both approaches are valid, and can be equally effective, depending—again—on the unique character and needs of the building or association being governed. Striking the right balance is difficult to achieve. And that balance may change over time.
One Size Does Not Fit All
A board’s governing style depends on a variety of factors, among them the size of the community, the presence and contractual obligations of management, what the community’s governing documents require, the condition and complexity of the physical property, and the personalities of the board members themselves.
As in, “There is no such thing as a ‘one-size-fits-all’ board. Every building has its own personality, history, and pressure points, and that heavily influences how a board governs.” And when there’s a mismatch between a board’s administrative approach and what residents want and expect, friction is bound to follow. Too far one way, and the board may be seen as meddling; too far the other way, and residents feel unheard—and eventually resentful.
The Players
An association or co-op corporation is governed by an elected board whose responsibility it is to protect the welfare of the community in accordance with the applicable governing documents. That protection extends to the physical plant, the association or corporation’s financial viability, and the value of the common areas and individual units. To better understand how a residential governing style can develop, it’s important to understand the components of board authority.
In most cases, the board works in conjunction with a managing agent, legal counsel, and an accounting consultant. As boards are typically made up of elected volunteers who may or may not have experience in those fields, they often depend on their contracted professionals to help them make effective decisions and then execute them. In the simplest terms, boards make policy, and management then executes those policies. What varies from community to community is how much collaboration there is between board and management in the policy-making process, how much input and direct involvement the board demands, and how much discretionary decision-making power the board gives management in execution.
Constitutional Monarchy vs. L’Etat C’est Moi
“Community association boards operate with a wide spectrum of governing styles,” says Bruno Bartoli, director of management services with Evergreen Management Group in Bedford, New Hampshire. “Each is influenced by factors like the community’s size, the backgrounds of individual board members, and the maturity of the association itself. Some boards prefer a more strategic, policy-oriented approach, focusing on the high-level decisions and delegating more operational tasks to management, while others are more hands-on, involved in everything from vendor coordination to direct interaction with residents.”
Matthew Gaines, a partner with Boston-based law firm Marcus, Errico, Emmer & Brooks, adds that “some boards are very deeply involved with direct daily management. Others are not, whether or not there is a managing agent; most fall somewhere in the middle. Both approaches have their pros and cons. One positive aspect of having a very hands-on board is that they really know what’s going on in the community, and can react quickly when issues come up.”
Gaines continues, “Knowing everything isn’t always a good thing, however, because there’s no option for deniability. When you run into an owner, they know you’re very involved, and may pepper you with questions. There’s no break. Being that hands-on can make board service a full-time job for board members who already have full-time jobs. You don’t need to get that far into the weeds. Truthfully, that’s what management is for.”
And in buildings with outside management, board governing style also depends a great deal on how the property manager handles individual situations. “It’s so important to know your audience and connect with each individual board member,” says Thomas Chilenski, president and senior property director with Cedarcrest Property Management in Fairfield, New Jersey. “Every board member,
every board, every association is unique and must be treated that way. Getting to know what they prefer, what makes them tick, is essential. You’re managing the personalities and figuring it out. Communication is the key.”
The approach a board takes to governance often depends on the level of relevant expertise found among the board members—which of course can vary widely. As Andy Marks, executive vice president with Maxwell-Kates, a management firm based in New York, notes, “There’s no training for board membership. When I was elected to my board, I wasn’t in the real estate industry. All I had was the experience of living in the building and observing the decisions and style with which the previous board communicated to the community.”
A community may be fortunate enough to have someone with a career in law or finance on the board who can apply their experience, but that’s not always the case. As in Marks’ case, most board members’ relevant experience and qualifications come from simply living in the community and wanting to do their part to keep it running smoothly. It’s not unreasonable to expect a Park Avenue co-op board made up of CEOs and corporate attorneys to function differently than the board of a small limited-equity building downtown that’s made up of teachers, civil servants, and retirees.
The Pros & Cons
To be very clear: ‘differently’ doesn’t mean better or worse in this context; it just means that boards can—and indeed, should—reflect and represent the residents they serve. Part of that is tailoring governing style to resident needs and expectations, as well as realities of scale. A building with 300 units that’s home to more than 1,000 people likely requires a more by-the-book approach to governance than a self-managed 8-unit condo where half the unit owners are on the board and can message each other on Slack. There are benefits and drawbacks to all styles of board governance.
“Those pros and cons,” says attorney Jonharold Cicero, a partner at NYC-based DL Partners Law, “all relate to effectiveness. To be effective, a more relaxed, hands-off approach depends on the communication and attentiveness of the manager and board’s counsel working together—otherwise it doesn’t end well. The hands-on approach where the board is heavily involved can many times also not end well, because it can become autocratic. The reality is a board should act like a CEO of a company; the ‘C-level’ board. They have a property manager and attorney to take care of details and hold them accountable to make sure what needs to be done gets done and that the board’s fiduciary responsibility is protected and executed.”
Chris Tarnok, also a partner at DL Partners Law, adds that no matter what their general character or style, “Boards should not be asleep at the wheel. That has a negative correlation to the building’s overall financial health. Things are happening, and board members must be aware of what’s going on. Doing nothing can lead to special assessments, and other problems.
“But at the same time,” Tarnok continues, “the board shouldn’t pretend to be an engineer, lawyer, accountant, etc. It’s good to have those kinds of people on the board, but you need the right outside professionals to handle matters as they come up.”
David Goldoff, president of Camelot Realty Group in New York City, points out that “a more hands-off board can work extremely well when the building is financially stable, the infrastructure is in good shape, and the board has confidence in its management team. The upside is efficiency—decisions get made faster, professionals are empowered to do their jobs, and there’s less emotional interference in day-to-day operations. The downside is that if the board disengages too much, small issues can snowball before anyone notices.
“On the other end,” he continues, “hands-on boards often come from a good place—they care deeply about their building and its residents. The benefit of that involvement is strong oversight and accountability. The risk is micromanagement, blurred roles, and decision-making by committee, which can slow projects down, frustrate staff, and even expose the building to liability if board members step into operational roles they shouldn’t be in.”
Reading the Room
According to the pros, managing agents and companies don’t just manage their client properties—to a greater or lesser degree, they have to ‘manage’ their client boards as well. That’s another place where the personalities involved and their collective governing style make a big difference.
“If you have a difficult, demanding, controlling board, it’s tough,” says Marks. “You have to determine if it’s the whole board, or just one or two individuals. You have to talk to the whole board—not just one or two individuals [who] may make board decisions based on self-interest—and ensure that everyone is on board with your recommendations.”
“An active board that is involved with the association and management is a huge positive,” says Chilenski. The board and manager working together as a team is always the best approach, and management must instill trust with the board to accomplish this. Management needs input and opinions from the entire board in order to collaborate and make the best decision for the association’s long term interests.”
An experienced manager adapts their leadership style based on the board’s dynamic while maintaining professional boundaries and ensuring legal and procedural compliance. “With more passive boards,” says Bartoli, “managers often take on a stronger advisory and organizational role, driving agendas, overseeing vendor relations, and presenting options for decision-making. With more active boards, the manager shifts toward a facilitative role—ensuring projects are completed, legal and financial frameworks are upheld, and board actions are properly documented. Regardless of the board’s style, the manager must remain objective, provide consistent education, and ensure that the association operates within the scope of its governing documents and applicable statutes.”
Communication is Key
Along with ‘every building is different’, ‘communication is key’ is another truism CooperatorNews readers will be very familiar with—and one the pros cite again and again when it comes to how boards do their job. So whether your board meets once a month or once a year, or whether your building is home to 100 or 1,000, “There is no one-size-fits-all model” to follow, says Bartoli. “What’s most important is clarity of roles, consistency in governance, and alignment with the association’s long-term goals. Boards that operate with transparency, structure, and mutual respect—regardless of style—tend to be most effective.”
A.J. Sidransky is a staff writer/reporter for New England Condominium, and a published novelist. He may be reached at alan@yrinc.com.
Leave a Comment