Would be cool if you included a question next time

For those of you who are trying to digest the word salad General Hack has served us, Mr Walker breaks into computer systems to recover your bitcoin, increase your FICO and other credit scores, and probably a bunch of other nefarious dealings.

For giggles and grins, Google "Dennis Walker dennisdfixer"...

Can the mods please monitor this page more closely so crap like this is deleted immediately?

Thank you.

Hi Daisy -

I read your T&C's. I was intrigued by this section:

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE COMPANY PROPERTIES IS AT YOUR SOLE RISK AND THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY PROPERTIES, SERVICES, AND ANY COMPANY CONTENT, ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE COMPANY PROPERTIES, SERVICES, THE MANAGERS AND ANY COMPANY CONTENT, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. COMPANY DOES NOT WARRANT THAT THE COMPANY PROPERTIES, MANAGERS AND ANY COMPANY CONTENT, WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE COMPANY PROPERTIES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE COMPANY PROPERTIES WILL BE CORRECTED, OR THAT THE SERVICE WILL BE AVAILABLE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. EXCLUDING THE COMPANY’S OR ITS MANAGER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY HEREBY DISCLAIMS ALL DAMAGES TO YOUR PERSONAL AND REAL PROPERTY ARISING FROM REASONABLE WEAR AND TEAR OR ORDINARY CARELESSNESS OF THE COMPANY AND ITS MANAGERS, INCLUDING, WITHOUT LIMITATION, LOST KEYS. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY MAY UTILIZE THIRD PARTY APPS, AND OTHER THIRD PARTY SERVICE PROVIDERS TO PERFORM THE SERVICES, AND THAT THE COMPANY HAS NO CONTROL OR ABILITY TO CONTROL SUCH THIRD PARTY APPS OR THIRD PARTY SERVICE PROVIDERS. ACCORDINGLY, COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND LIABILITY WITH RESPECT TO SUCH THIRD PARTY APPS AND THIRD PARTY SERVICES.

Tell me, what, exactly, do you take responsibility *for*?

Thanks!
--- Steve

Also we have a sponsor on the board which makes it 7 and he rents and sells his units. Isn’t that a conflict of interest?

Also what about our management company they have a real estate company on the side and would communicate that to shareholders..isn’t that a conflict of interest or does the rule just apply to board members?

Hi
This is strange and what if the sale doesn’t go through and/or you changed your mind? They also have to send you the minutes of the Annual meeting afterwards because you’re still the owner/shareholder . What are they trying to hide? You should contact your management company and your co-op attorney. Also contact the attorney general’s office. If someone wants to buy a unit don’t they get to see the minutes of meetings if they want to do so they can really see the state of the building? How long have these board members been on the board? What would they do if you show up? Call the cops? This doesn’t sound right.

What the??
This has to be illegal. All shareholders are automatically entitled to attend the annual shareholder's meeting. The Board cannot change NYS corporate law.
Talk to your coop attorney for their ruling on this and report back to us here.

It sounds to me like a misguided attempt to prevent someone who is contemplating or actively looking to sell their apartment from voting in their own interest instead of what is best for the co-op.

For example, suppose the board is going to propose a large maintenance increase for all the good and valid reasons. The thought is that anyone looking to sell their apartment will vote against the increase because it will hurt their sales potential even if the increase is badly needed, and because they most likely won't be affected by it.

Barring these shareholders from the meeting is still illegal and should be challenged in every way possible.

We just had our virtual zoom annual meeting .

So your management company should supply all the shareholders with the zoom info and/or dial in number to participate. They can also slip that info under shareholders doors. If anyone doesn’t have a computer or know how to work Zoom they can just call in and listen.

The Zoom will be recorded and notes/mini will be sent out a few days afterwards.

Also what about having shareholders who know how to work zoom have maybe a few in their apartment if they want to view it too but calling in is good too without viewing.

Regarding voting… have all shareholders send their bios to the management company if they want to run and give a deadline and no one will be nominated the day of. Have all proxies sent to the management company via email or fax or there can be a box in the basement near the super (locked) and your managing agent comes and collects those. So your management company has multiple ways of getting proxies.

We accommodated everyone in our annual meeting via Zoom last month in the following way:

(1) Zoom has an option to dial in by phone, which allows both listening and talking during the meeting. This avoids any use of technology beyond a simple telephone, if that's all the shareholder is comfortable with.

(2) We required that all ballots be submitted in advance, no later than 30 minutes before the start of the meeting. To assist people, we put together a Voter Guide with short write-ups by each candidate. The guide and all the meeting materials were sent to all shareholders both by email and by regular mail - again ensuring that even low-tech residents had access to everything.

(3) Ballots could be submitted by email to our managing agent, either scanned or photographed. The managing agent also came by the building one day before the meeting to pick up paper ballots from those who wanted to do it that way.

All of this went over well with the shareholders. Everyone was fully aware of what was going on, and could vote and participate in a convenient manner, regardless of their technical skills.

You need to more carefully define what is going on, and what you want from us?
What do you mean by a tenant? Does the Coop own apartments that are rented out? Sounds like the attorney acted out of turn. Nothing like this should be done without the board pres and the rest of the board controlling what is happening.

I completely agree with Grant. This requires a huge dose of specificity and clarity.

If this happened "a few years ago", why are you bringing it up now?

Were the young couple shareholders or renters? I'm assuming they were renters if they had to renew their lease. Who owns the apartment they occupy?

One last question. If this happened a few years ago and the young couple's board-member grandfather was shocked, the managing agent was shocked, and the other shareholders were shocked, why is the director/attorney still on the board?

Guys
I just wanted your opinion on this situation — meaning the way the attorney acted.

He’s still our attorney and I don’t like the way he operates. The President of the board and other board members knew at the time but to me it was wrong and mean and if the tenant who was pregnant would of been stressed out and something would of happened to her that would of been a big problem for us. All they needed to do was ask the tenants and/or grandfather on the board if they were going to renew.

I feel a lot of times co-op boards and attorneys don’t think things thru and act on emotion. They should be problem solvers and not always looking to get someone.

It’s interesting when someone wants to run for the board they’re all nice and then when they’re on then it’s a power kick!!!

At my particular co—op it’s more who doesn’t like who which is not how to run a business.

Yes the co-op owned a few apartments that we rented out.

This is the same attorney who told me that if I didn’t sign the code of conduct then I couldn’t be on the board and it was the night I got in. I should of also reviewed the document and given my feedback and also considering the President of the board already reported someone to the attorney.

My job doesn’t act like this!

You should email the Board and your management company. It’s probably in your by-laws that you should have one each year and even with COVID they can do it virtual with Zoom.

I’m assuming the President of the board or someone on the board sends out emails on occasion.

Also what about your financial report? Have you received those though? They need to speak on the report and also shareholders should be able to ask questions.

Nobody ever responds to my emails. Yes i did receive the financial report but it was never spoke about. I cant stand this management company. Seems very shady. Got a feeling somebody on the board has to be getting a kickback because this company is terrible. Our security system keeps failing and these morons have the parking lot and entrances to the building on the same system so now the parking is always open and the front gate is open. None of the shareholders seem to care.

Look at your by laws . It has to state that you have one each year. What about an election ? You can call a special meeting/election. Contact the President of your management company either by phone or send them an email. Also knock on the President’s door of your co-op about this. Contact the security system company as to why it keeps failing? I don’t understand why co-op’s have email addresses and tell shareholders to send any concerns but they don’t answer.

You might have to also run for the board and make changes.

Is the board the same people or shareholders join once in awhile? Same people on the board for a long time to me is bad. No new ideas.

Is your board of directors providing a conflict of interest report listing a kickback from the managing agent? Or a report with no conflicts of interest? Or just ignoring this requirement altogether (if so, you can add it to your list of things to harass them about).

https://www.nysenate.gov/legislation/laws/BSC/727

Hi BoD Member - Just a general comment. The situations you describe and the answers you are seeking are way beyond what anyone on this list would want to respond to. It sounds like law enforcement is already involved and you need to let them do what they're supposed to.

I am not familiar with the HDFC governance structure and I'm assuming your co-op has an attorney of record. At the very least I feel your board needs to consult with the co-op's attorney for the answers to the other questions and issues you raise. I'm surprised this hasn't already been done, but if you're asking on here I take it your attorney has not been notified or become involved.

What you should *not* do is take matters into your own hands, offer rewards, take punitive action against the perpetrator shareholder, etc. At best you'll complicate the legal process for dealing with the shareholder, and at worst you'll cause the situation to escalate into something very ugly.

I wish you success in dealing with these problems, but you should not be looking for free advice because it will only be worth what you pay for it. Get professionals involve if you haven't already done so, for everyone's sake.

Why haven't the police been called? You have it on tape the board member was hospitalized..The person who assaulted this shareholder/board member should have been arrested. Also you need an order of protection on this person and have a lawyer proceed to remove this person permanently from the building.
This is common sense 101. Best of Luck

I don't like the idea of the co-op's attorney of record being on the Board of Directors. If this person is also a shareholder, there's an obvious conflict of interest. How do you plan to move forward with legal action against this shareholder if a problem arises? And even if the attorney/director is not a shareholder, it's still problematic. They'd need to recuse themselves from voting on whether to engage their services. Otherwise, there's a business conflict of interest. "Do we need to replace light bulbs that burn out? Better call the co-op's attorney for a consultation!"

Have you ever heard of this before though?

He’s a non voting board member but I still think it’s odd and to me inappropriate.

I fully agree with Carl from my own experience. For a number of years, one of our board members was also the co-op's attorney of record. This was done in the guise of "saving the co-op money".

On occasion, this caused serious disagreements between he and I due to his conflict of interest. As a board member he had a fiduciary responsibility to the Co-op Corp and its shareholders. But as the co-op's "attorney" he would render legal opinions that favored his side of a disagreement, even when demonstrably wrong. It was uncomfortable and messy.

I'm not sure I understand the significance of being a "non-voting board member". If he can't vote, what is he purpose on the board?

Your co-op's attorney should be completely independent of any connections to the Co-op. He should not be a board member voting or otherwise, he should not be a shareholder, he should not have any family relationship to a shareholder, nothing.

It’s so bizarre because I grew up in a house and work in NYC and just can’t believe all the made up rules/situations. It’s all so loosey goosey. You have people on a board who know nothing about a building and especially the structure and they make decisions.

A common practice for practicality. He can sign documents for convenience sake when sending them on a round trip to the Board is a waste of time and energy.

I still don’t like that. It’s our home and we need to control it and the President or VP should sign documents.

Yes, it's almost like real life! In business you think every board director knows all about structures or anything else about running a company? That's why it's useful to have an engineer on the board if possible to bring some experience to the table.

Unfortunately what I see is that they don’t know anything and think they do and make expensive mistakes.

Hello

So sorry.

I actually called the NY State Attorney General office about a situation in my co-op and was able to speak to someone that was so helpful. His name was George. 1-800-771-7755. I think it’s #3 to speak to someone so listen to each section. They will give you numbers and info on who and what depts to call but start here first and tell them your situation.