For many years, my legal team, April Gallup and Creighton Gallup, and I have presented various classes to board members and management alike, on the legal issues facing cooperatives.
For the Registered Cooperative Manager (RCM) track, there were “Legal Issues for Management.” This class presented a number of hot issues including the fiduciary responsibilities of management agents to their cooperative clients, how to select and recommend cooperative attorney candidates to cooperative boards, mold and mold litigation, fair housing, dwelling unit alterations, e-security, and other topics routinely faced by cooperative management agents. Additionally, the class reviewed management contractual agreements and what to include in order to protect not only management but their clients. The class also covered requests for proposals and requests for quotation, how to write them and how to make sure the lowest responsive, responsible bidder is contracted to perform so cooperative clients are adequately protected. The discussion moved on to document retention policies and what needs to be saved and what can be tossed (after a certain period of time) and what documents must be made available in the event a member makes a corporate records request. There was even discussion on adopting and enforcing house rules for cooperatives and the perils of security cameras for cooperatives and members alike.
In addition to instructing in the NAHC RCM Track, my attorneys and I presented the “Legal Update for Housing Cooperatives,” “Legal Landmines for Board Members” and the “Attorney Roundtable” courses. The “Legal Update for Housing Cooperatives” covered a number of topics that cooperatives are facing more frequently. For this year’s “Legal Update,” however, things were changed up a bit from prior years, and the class was made far more interactive. Class attendees were advised to pay close attention because there was going to be a quiz at the end and that was no joke. Attendees were given a short test asking them to identify “Who Does What?” in the cooperative business setting.
The “Legal Update” topics included board ethics, personal liability of board members, marijuana, member-initiated meetings, meeting minutes and written resolutions and business judgment rule. These are important topics for board members. Some classes exist devoted to meeting minutes and even board ethics, but none of these classes are presented by a cooperative attorney who can give a clear what to do and what not to do answer to these topics. The business judgment rule discussion helps the board learn what makes a board decision a good decision and what makes a bad one that could expose a board member to personal liability outside the protections of the cooperative insurances.
For the new “Legal Landmines” class, the presentation included not only new and emerging hot topics impacting cooperative boards but for each topic, there was a fact scenario presented to the class attendees, like a mini-law school exam question. Each fact scenario gave a detailed synopsis of a topic impacting today’s cooperative boards and momentarily placed the class attendees in the shoes of the attorney to engage critical thinking. Class attendees actively participated in question and answer sessions involving each fact scenario before delving into the course material. Some of the topics included member admission interview questions, secondhand smoke and smoking bans in cooperatives, alteration agreements and enforcement issues, subletting, assistive animals and accommodations, corporate records review requests and directors who behave badly. You would be surprised how many times asking personal questions during member interviews will land the board and the cooperative in hot Federal Housing Administration water. “Legal Landmines” was an opportunity for board members to not only learn from fact scenarios but be able to apply what was learned going forward and, most importantly, know when to talk to the cooperative attorney first.
The “Attorney Roundtable,” a class traditionally designed for participants to sit down with experienced cooperative attorneys and ask questions about any topic, also received a bit of a face-lift for the fall conference. For this class, we opened with an extended fact scenario involving cooperative legal issues that literally read like a good thriller and to get the questions started from the class attendees. Presented in an informal setting, the “Attorney Roundtable” is the chance to ask a question from an experienced legal professional without judgment but with a chance to get an answer and maybe a recommendation to take back to the cooperative attorney.
Randall Pentiuk is a partner of Pentiuk, Couvreur and Kobilijak, PC in Wyandotte, Mich.