Watergate is a wonderful place to live. We have a great community. We are afforded exceptional river and cityscape views. Our Board of Directors works hard to keep us on an even keel. Yet, we can we make things better. How?

Let us begin by amending one of our most important but long out of date Bylaws. It was drafted by the developer and handed to us along with the keys to Watergate East more than 40 years ago.

It is amazing that our developer's Bylaw has been followed all these years!¬ Is his the best way to run Watergate East 40 years down the road? Our common sense tells us to amend Bylaw 34 so as to improve how we manage our affairs.

In a nutshell, Bylaw 34 governs how we nominate candidates for the Board. It directs a Board appointed Committee to compile a list of potential nominees for only as many seats as become vacant each year. This year, we have five vacancies and five "nominees."

What is the practical effect of Bylaw 34? Essentially, Board nominees running unopposed are in fact Board appointees. There is no election. For the first time in WEI history, our Bylaw has been changed "on the fly" granting us the opportunity to check "no" next to an appointee's name. So, if an appointee is rejected, then he will be replaced by another appointee. That is not an election.(Read an excerpt of our current Bylaw 34 below)

The essence of voting is choice. It is the bedrock of our American system and the key way that we shareholders can be assured that our investment is managed the members who best reflect our goals.

Why is voting and choice crucial? By choosing between candidate A and B, we are requiring accountability and transparency.

Bylaw 34 also allows for a non-Board member of our co-op to become a candidate through a petition process. But, rarely does anybody do that. Petition candidates have emerged only two times in the last 10 elections. The sad reality is that 80% of that time, Board members¬ have been appointed, not elected.

To require the rest of us to establish candidacy by petition is cumbersome, onerous and prejudicial to one's chances. The petition candidate is the uninvited guest at the dinner party. Common sense says that this is not the right way to do things.

Some might say that the real reason petition candidates rarely emerge is because everybody is happy with how things are run. Unfortunately, nobody can really prove that is so under our current system. A fair and accurate demonstration that members are satisfied with the people who manage our investment is to afford us an opportunity to choose. We are a group of intelligent and well-educated individuals; we can rely on our collective judgment to vote for the best Board to govern our affairs. And, if those people are already serving on the Board, then there is no doubt that they will be re-elected.

We can and should amend our bylaw and hold real shareholder elections. As a way to begin thinking about potential change, we compare the nomination bylaw of our neighbor, Watergate South with our own. Watergates South and East have chosen different ways of nominating Board Candidates. One does not need to duplicate South's Bylaw. South has chosen one among many ways to improve our nomination process.

Read below how Watergates South and East nominate board members.

Watergate South might be on to a great idea!

Watergate South amended its Nomination Bylaw in 2000 with overwhelming membership approval. Since then, individual members nominate themselves as candidates for open Board seats. The board also participates by recruiting additional candidates to ensure that all seats are open to competition. Here is an excerpt from the Bylaw:

"At least 60 days before each annual meeting of Members, the President shall appoint a Nominating Committee, composed of five (5) Members, at least three (3) of whom shall be members of the Board of Directors whose terms are not expiring, which Committee shall nominate one or more persons for each anticipated vacancy on the Board of Directors.
The names of such nominees shall be mailed or distributed to each Member at such address as appears upon the books of the corporation, at least forty (40) days prior to this annual meeting.
"In addition, any Member in good standing who wishes to nominate himself/herself may do so by submitting, in writing, his/her name to the Secretary of the corporation at least thirty (30) days prior to the annual meeting of Members. Within ten (10) days thereafter, the name of any such nominee will be furnished to Members, in the same manner as those nominated by the Committee, together with the names of the nominators. No person shall be eligible for election to the Board of Directors unless he shall have been so nominated."

"Essentially, any member who wishes to run may do so by simply submitting his or her name, resume and candidate statement. There are no limits on the number of members who can run. Candidate statements and resumes are distributed by the Board to all members two weeks before the election." Myron Belkind, Board President, Watergate South

* The original provision: "Nominations may also be made by any group of thirty (30) or more Members by submitting, in writing, the name of such nominees to the Secretary of the corporation at least thirty (30) days prior to the annual meeting of Members, together with an acceptance by such nominee.

"For purposes of determining the group of thirty (30) or more Members pursuant to this Paragraph 14(a), a person or persons who own a Proprietary Lease and Occupancy Agreement as tenants in common or as joint tenants together shall be considered as one Member, but the signature of only one tenant in common or joint tenant shall be required."

Watergate East's nomination Bylaw 34 has functioned unchanged since 1965, the beginning of our Cooperative. Here is an excerpt from the Bylaw:

"By December 31 of each year, the President shall appoint a Nominating Committee, composed of five Members, who shall nominate one person for each anticipated vacancy on the Board of Directors. The President shall name a Chairman for the Nominating Committee. Within ten days of its creation, the members shall be advised of the names of the members of the Nominating Committee. No more than three of the members of the Nominating Committee shall be current Directors.
"The names of such nominees shall be mailed or distributed by February 15 of each year to each Member at such address as appears upon the books of the corporation.
"Nominations may also be made by any group of ten or more Members submitting in writing the name of such nominee to the Secretary of the corporation by March 1 of each year, together with an acceptance by such nominee and biographical on such nominee. The name of the nominators of such nominee shall be furnished to the Members at the same time as Members are advised of the nomination of such nominee."

It is worth considering amending Bylaw 34