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Can the super of my co-op building and her son serve as board members? Many shareholders in our building feel this is a huge conflict of interest. The super, her son, daughter, and other family members also own shares and live in the co-op.
This may not be technically illegal, our experts say, but you're right that it could present a conflict of interest.
Your building's rules for who is allowed to serve on the co-op board should be laid out in the bylaws, as well as other documents.
"The qualifications for service on the board are governed by the bylaws, certificate of incorporation, and the business corporation law, which only provides that a director has to be 18 years old," says Scott S. Greenspun, an attorney with Braverman Greenspun. "If there is no prohibition in the bylaws or certificate of incorporation, then the super would not be disqualified."
You can request a copy of the bylaws from a board member or the managing agent; it's a good idea to familiarize yourself with the business corporation law as well. But though you may find it is technically legal for your super to be a board member, that doesn't mean it's ideal—especially if the board makes decisions about the super's salary and other aspects of their employment.
"Since the superintendent takes his or her instruction from the board, either filtered through a managing agent or directly, having the super on the board sets up a situation where the super would have a say in the instructions that he or she is asked to follow," says Jeffrey Reich, a partner at Schwartz Sladkus Reich Greenberg Atlas. "He or she would also participate in his or her own performance review, salary decisions, and bonus discussions, clearly presenting a number of conflicts."
And while many co-op boards ask their supers to report to them at each board meeting, he adds, having the super actually serve as a board member is another matter.
The Cooperator suggests raising your questions about the super's board membership through a letter addressed to the board, but sent to your building's managing agent, which should act as liaison. You might want to speak to other shareholders, too, and see if they share your concerns—remember that there is strength in numbers.
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