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Co-op City Times / January 13, 2024 Director’s Viewpoint
Michelle Marbury, Assistant Treasurer
Our Own “City Within A City” Directors Must Train, We “All” Must Vote This is Why We Train On January 20th and 21st, the Board will go into development training. The reason? No Board director comes equipped to handle the heavily regulated enterprise that is the Riverbay Corporation. We present our varied and unique set of skills as an offering to the work of the Board. We are asked to familiarize ourselves with countless rules, laws, codes and agreements, which result in volunteering an enormous amount of lifetime to service and community. This is Why We Vote “You” want to be sure that the persons you choose to represent you are up to the challenge and willing to do all that is necessary to manage and carry out the duties put before them on your behalf… The only way to keep a “control” on that is to be sure that each Board member is held to certain fiduciary responsibilities. The “development training weekend” is designed to do just that. This is What Board Directors Do Most important to note is that a Board member’s job is to govern and make policy. We do that by identifying problems and then taking said issues back to the Board (i.e. through a committee or from issues that have not been adhered to through the system of protocols put in place to run our corporation). A major red flag: Any Director who does not serve on a committee in any capacity, (i.e., chairperson or co-chair). Board members are in a constant state of analysis (if we are doing our job correctly). We must protect the integrity of Management’s role (i.e., through addressing challenges by gathering information at the root cause). Policy Making Processes: Important for You to Understand… When the community comes to us with problems, we must come together in the board room to make policy which governs our corporation and addresses those problems. Example: Repair issues that are not being solved. We must figure out why this is happening, (i.e., direct an investigation to identify the problem, through a committee, and gathering information as to the root cause). Then come back to the Board having pinpointed the problems, and offer a report of the committee’s findings. Then set policy and work with Management so that they will carry out “directives from the Board” to take particular action to address the issue. In short, if a Board director says to you, they will take care of a certain issue or problem for “you” individually, they are speaking out of turn. Such language can be detrimental to the corporation as a whole. Each Board member is a shareholder first, just like you. The power, held by a Board member, is only in effect when utilized along with the Board as a unit. Directors’ Fiduciary Duties (These duties are the creed that a Board director must adhere to… They are framed on the wall in the board room as a reminder to us of our responsibilities): ■ Duty of Care ■ Duty of Confidentiality ■ Duty of Loyalty ■ Duty of Obedience Let’s Analyze This and Make It Plain… Footnotes: The Riverbay Corporation Board Development Training presented by: Smith Buss & Jacobs LLP circa, 2022 The two-day training will be held on the campus this year. Duty of Care ■ Business Corporation Law § 717 – A director shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith and with that degree of care which an ordinarily prudent person in a like position would use under similar circumstances. ■ This also refers to the level of attention required of each director to attend meetings, carefully
review documents, participate in committee work, pay attention, question, listen, understand, seek assistance from subject matter experts and do what is necessary to inform the decisions you are called upon to make. Duty of Confidentiality ■ DHCR Regulations § 1725-2.4 Disclosure of information. Members of the board of directors have access to a considerable amount of personal information concerning tenants or cooperators. Such information should be held in the strictest confidence and should not be disclosed to any person except insofar as it has a direct bearing on: (a) the business of the company, or (b) the Division’s efforts to deter fraud in developments under its supervision, and except to persons duly authorized to receive such information. ■ Directors must protect all confidential corporate records, including personal employment and shareholders’ records. Duty of Loyalty Directors are not permitted to profit personally at the expense of the corporation, and their private interests may not conflict with corporate interests. ■ Bylaws Art. III, § 3(d)-(g); 3(i) – A board member must act for “the
well-being of the cooperative as a whole,” setting aside personal or political interests. Duty of Obedience ■ If a Director goes beyond his or her legal authority, that may subject the Board, the Corporation, and all Directors to liability for breach of fiduciary duty. ■ Oath of Office I … do solemnly swear that I will faithfully execute the duties of the Riverbay Board of Directors and will, to the best of my ability preserve, protect and defend the Constitution and laws of the United States of America and the State of New York. I furthermore affirm that by accepting the election of the shareholders of Riverbay Corporation to the Riverbay Board of Directors, I understand that I, individually, have no more rights or privileges than any other resident shareholder within this community. I pledge to obey all of the rules and regulations of the cooperative, and to work with the other members of the Board of Directors, as a whole, to develop and to oversee policy for the good of the entire Co-op City community. Wishing you and yours the best of the best this New Year! I can be reached at mmarbury@riverbayboard.com.
