Cohousing-L Mailing List: Re: How do cohousing communities orient boards to fiduciary duties?

[R Philip Dowds (rphilipdowds]

Ms Lowry —

Cornerstone follows Massachusetts enabling legislation for condos:  From and by 
our member/owners, we annually elect two or three to serve on a Managing Board 
of five persons total.  By Mass law, master deed and bylaws, the Board is 
broadly responsible for our conditions of property, our common finances, and 
our domestic tranquility.  So say our documents, anyway.

In practice, it’s a little different:
  •  Our monthly “general meeting” (“plenary” = the big meeting of everybody) 
often handles major issues directly that, in a conventional condo, might be 
handled by an elected Board; and …
  •  By decision of both Board and plenary, significant power, duty and 
spending authorizations are delegated down and out to various standing 
committees.  So …
  •  Some might call this a “weak” Board model.  But it’s not, because the 
Board must remain our governance, decision-making, and implementation body of 
last resort:  If and when either plenary or committees aren’t getting the job 
done, the Board must step in to protect the asset we all share.  Fortunately, 
Board "take-overs” are rarely or never needed.

I’ll stick my neck out and suggest high technical expertise is not our main 
criterion for (s)election of Board members.  I think our Board members are 
better understood as generalists whom we trust for good judgment, fair dealing, 
diversity of viewpoints, and good personal connections back into the community 
and our shared values.  However …

However, the Board also appoints a Finance Committee (FinCom) whose members are 
selected for experience with business, finance, accounting, insurance, law … 
and for the ability to work well together.  FinCom has no real power or duty of 
its own; it exists only to advise the Board.  While Board membership has term 
limits and rotates among members, FinCom can exhibit a more constant membership 
over time.

Mostly, this system works well for us.  We have had problems with important 
volunteer committees fading away, and/or refusing to accept new duties.  We 
sometimes have disagreements as to whether a specific issue belongs at the 
plenary, Board, or committee level.  Participation levels vary over time.  But 
in general, we continue to make progress, and I feel like our model is pretty 
stable.

I personally would prefer that we have a more thorough program of materials, 
training, and agreements for new members, but “onboarding” has been, and 
remains, informal for us.  However, after 25 years, we’re still here, so I 
guess it’s not too informal.

———————————
Thanks,
Philip Dowds
Cornerstone Cohousing
Cambridge, MA

> On Sep 25, 2025, at 10:49 PM, Kathryn Lowry via Cohousing-L <cohousing-l [at] 
> cohousing.org> wrote:
> 
> Hello friends,
> 
> In our condominium-based cohousing community, every unit purchase comes
> with a seat on the Association’s board of directors. That means most of our
> neighbors step into fiduciary responsibilities under state condo and
> nonprofit law simply by virtue of ownership.
> 
> I’m curious how other communities structure this.
> 
> 
>   -
> 
>   Do all owners automatically serve as directors, or do you elect a
>   smaller group to serve?
>   -
> 
>   How do you ensure that directors are trained in their fiduciary duties
>   of care, loyalty, and good faith?
>   -
> 
>   Have you developed orientation materials, brought in outside trainers,
>   or found other ways to build this knowledge?
> 
> I’d love to learn what’s worked for your communities so that we can
> strengthen both our governance practices and our shared life together.
> 
> Warmly,
> 
> Kathryn Lowry
> 
> Daybreak Cohousing, Portland OR
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