I disagree. I've worked with them many times on various buildings and have always found them to be very thorough and honest.

my co op used them several times and there were always questions about the way ballots were counted. Try American Arbitration, very honorable company.

We got situation after used them:
Preliminary result after 2 hours of count
Candidate # 1 – 50000
Candidate # 2 - 40000
Candidate # 3 - 39000
Candidate # 4 - 35000
Candidate # 5 - 29000
Candidate # 6 - 28000
Candidate # 7 – 22000
Final result
Candidate # 7 – 45000
Candidate # 2 - 40000
Candidate # 3 - 39000
Candidate # 4 - 35000
Candidate # 5 - 29000
Candidate # 6 - 28000
Candidate # 1 – 8000
How is this look?
Plus they admitted telephone conversation with candidate #7 during the time between
preliminary and final.

looks like a typical honest ballot count.

Look like what?They just not confident or may “help” somebody to win?

they seem to be incredibly "helpful"

Are boards required to give the opposition names of owners of unoccupied units so that these owners can be informed about both sides of issues?

All shareholders are entitled to the names and addresses of the owners of all units.

Our board refuses to give names of absentee owners - we were going to look them up in public records.

If you are in a co op I don't think thatis possible, condo probably not too difficult. Legally you are entitled. Check you black book/rules/proprietary lease. Do you have an attorney/resident?

You are entitled to have the list of units and the name of the owner(s). No more no less.

This is a condo. We know the names but not all the mailing addresses.

Obviously public records, but time consuming. Have you thought about mailing to owner at unit address and mark it "please forward".

certainly doesn't sound legal. If you vote for someone, that is who you choose. Unless your bylaws say something else, this is not proper.
Dianne

Absolutely not legal. It goes against all the rules.

I am not sure I understand: If they voted along with everyone else, and thier votes were counted at the same time -- they can vote anyway they want... However, if you mean that they voted AFTER the voting closed -- than this was illegal.
OR, did they change proxys of S/H who were not attending the meeting, but had given them thier proxy -- this would also be illegal. Once a proxy is filled out and signed by the S/H it cannot be changed... VP

We filed a petition to remove a director with over 60% of votes. Management held a meeting and said we need a lawyer to prove cause and management implied they would vigorously fight this on our dime. My question is how long do we have to produce the letter – we have plenty of cause? And shouldn't they have honored the petition as is?

Chek By- Laws.I do have them from 4 different coop ,all have a section Removal and all state "With or without couse".So "prove cause" most probably is wrong.

The by-laws say directors can be removed for "cause." There is plenty of cause.

You assuming its “cause”, they are not. It’s not look too good.

Hi Anonymous, HabitatReporter here. We'd like to help you, but we need some more information first. Does your building use cumulative voting? Were proxies used? If you can give us some background, we can try to offer some advice.

Hi,

We need your advice! We had general shareholders meeting this month and had hired a company to calculate the votes – Honest Ballot. The reason we did it was because we had very painful election last year thanks to a small group of shareholders. After the meeting we’ve got PRELIMINARY result from the Honest Ballot and the list of elected officers with the number of votes for each candidate. Official report came out 10 days later with the results shocking most shareholders in the building. Person who got the least # of votes was placed on the top. We also discovered that his wife contacted Honest Ballot before the results were officially released to the management company and other candidates.
Currently we use cumulative method of counting votes as it stands in our by-laws. Our Certificate of Incorporation does not specify the counting method.
Most shareholders were not satisfied with the result of the election and signed Petition for a new election meeting (it was more than 30% of the shares). This Petition was presented to the coop’s Lawyer who is a retainer and he said it was not the appropriate method to re-elect the Board. He also mentioned that in order to challenge the election we need to go to court.

Our questions are:
1. Was the lawyer’s advice correct? Our by-laws say that we can call for emergency meeting with 25% of shareholders.
2. How can we switch to a non-cumulative voting count?

Thanks.

If I remember it correctly, NY Business Law has a provision for coops that do not have a clear voting system spelled out in their bylaws.

The "default" voting system, in those cases is cumulative voting.

Where is the clause in the BCL that states if your bylaws are not clear the default voting system is Cumulative voting. Well, we had a Special Shareholders meeting, we technically won the election we had the most votes to remove all four members, but their attorney Mr. Karl Bikhman was deceitfull and said that the BCL says Cumulative, it is wrong. Your Certificate of Corporation is the Mother Load, it must state it on the Certificate, if it is silent it automatically is Plaurality. (the Majority wins).

"Under the BCL you need an amendment to the certificate of operation authorizing cumulative voting..." according to "Understanding the Business Corporation Law," by Raanan Geberer, published in "The Cooperator."

http://www.cooperator.com/articles/1508/1/Understanding-the-Business-Corporation-Law/Page1.html

To call a special shareholdes meeting you must have 25% Shareholders signature. Once you get that you must submit in writing that you have the 25% and are calling the Special Shareholders meeting. If they refuse to call it you must attain an attorney and go to court. The Judge once he sees that you have the % he will order the meeting called.

If your bylaws do not specify how the meeting should be calculated, than your attorney must get hold of the Certificate of Corporation, if the Certificate does not spell it out, and is silent than it is automatically a Plaurality vote and the ones with the most votes get on Board. No need for adding, dividing, multiplying. It is staight forward.

Good luck!

Hi Naomi,
I would start with reviewing your governing documents – does it allow subletting, and if so does it allow a fee for subletting? If yes to both questions – any fee must be applied equally to all shareholders.
The board has discretion as to what the fee will be and to increase/reduce it. Some buildings don’t allow subletting at all; some have higher fees like $1 a share per month –others a flat fee like $50 or $100. The board can set the fee as necessary under the BCL – and they don’t have to justify the decision to shareholders.

I am glad to hear your building is financially sound - Many boards can point to the increase in water bills this year along with continued rise in real estate tax, energy, insurance prices and staff costs and an increase in regulatory requirements to increase maintenance, fees etc.
Has anything else changed in the sublet policy or is it just the fees? If it’s just the fees, the board may be proactively planning financially to raise capital while still allowing sublets and maintaining costs for all shareholders.

Just my thoughts from a board member that worked hard to impose our first sublet fee where none existed, we needed to increase revenue and while sub letters were slightly disappointed – many are renting several hundred dollars above the maintenance charges - the benefits financially for the corporation have been well received by the board and shareholders.
I hope this helps.

Hi Naomi

DavidG is right.
Boards have as much power as the property lease give them, and I can assure you it's not absolute.
But the sublet increase is very likely legal.

I'm glad your building is financially sound, that means the board is doing something right.

Why not transfer the increase to your subtenant ? $45/month seems reasonable.

Sublet fees are usually within the scope of the Board's powers. Although they are not often viewed as a positive to the Shareholder who is subletting, excessive subletting in buildings could cause an issue with lending banks, so it's a way of deterring it and giving the Cooperative some soft-income in the process. In addition, subletting is seen as a privilege, not a right, and a lot of Cooperatives like to charge a fee to the shareholder since more likely than not, the Shareholder is making a profit on their apartment per month.

With subletting, the Cooperative should always have a Rider to the sublease agreement stating that if the Shareholder fails to pay maintenance, the Cooperative can capture the arrears directly from the rent of the subtenant and once the Cooperative is made whole again, the Shareholder can receive their rent again.

Hello all! HabitatReporter here, this time with advice from Phyllis H. Weisberg, Esq., of Kurzman Karelsen & Frank, LLP:

"Typically, for a sublet fee to be valid, it must be specifically authorized in the proprietary lease. If not, except in limited cases, it will be invalid.
If the sublet fee here is authorized by the proprietary lease, then the question is whether the proprietary lease also gives the Board the discretion to set and/or change the amount. If the proprietary lease in this case specifically set the sublet fee at $55.00 and did not give the Board discretion to change the amount, then, notwithstanding the Board’s broad powers, it is without power to change the amount without amending the proprietary lease – an act that requires approval of a supermajority of shareholders. If, however, the proprietary lease gives the Board the authority to set and/or change the amount, then the Board acted lawfully in changing the amount and its determination will withstand legal challenge."

A thief is a thiesf alive or dead.

Um ... what about all the thieving board members in the rest of the story? Did you read just the first paragraph or something?

Dear Concerned: You are absolutely correct when you say that management closes their eyes and has deaf ears when the Board is embezzling funds from the coop's Corporation. Cooper Square Management is one of those Managing Corporations that do just that. They refuse to turn over financials to cover up for the Board. They do just what the Board wants them to do illegally against Shareholders. In one instant maintenance was refused to be accepted to start an illegal foreclosure on a Shareholder, the building incurred a large law suit for their actions. On the other hand Aris Properties resigned from the same building, when they were ordered to attack Shareholders with violations, when Aris Prop. wanted to collect arrears that were due by the same shareholders for two years the board refused Aris to send those certain shareholders letters demanding payment, but because these shareholders signed those members on the boards proxys they were allowed to remain in arrears while the building had shortfalls monthly to pay bills. These board members are affiliated with a construction company and all they do is sign contracts for major improvements to the building that cost more than it should, work is written up and charged to the building without physically being done. All the work is done by the same company without bids from other contractors. The corruption goes on and on, without intervention or regulations, after all even if it is a private Corporation there should be some control. Shares were written up and offered to the public who purchased apartments, their shares should be protected, why doesn't the SEC or some other form of government oversee and protect our interest whether public or private and offering is an offering why isn't the Attorney General getting involved? After all our coop's were approved and signed off through the Attorney General's office all offering plans go through his office, why doesn't his agency protect us? Crime is crime whether private or public.

DD--

You're right: sadly, some agents act as if they work for the Board, rather than for the building corporation/association. The consequences can be severe, as in the examples you cite.

Unless it's a sponsor or conversion issue (& sometimes even then), the Attorney General's office won't get involved; it's not in their scope of work. Instead, the AG will advise hiring a private attorney & filing suit. (We all know what that costs...& how long it takes.)

This situation has prompted state legislators to propose new laws which will create & fund a NEW AGENCY expressly to assist with co-op & condo governance. The impact will be profound, giving owners & Board members pragmatic options for resolution when some Board members--or professionals--breach the By-Laws or the BCL.

To read the bills, go here:

senate: http://open.nysenate.gov/legislation/bill/S7958

assembly: http://assembly.state.ny.us/leg/?default_fld=&bn=A11452&Summary=Y&Actions=Y&Memo=Y

To ensure these bills are enacted, write a letter of support to your own representatives, no matter where in New York State you live.

NOTE: Some parties--predictably--oppose these "Ombudsman Bills," claiming good Boards will be punished & the "new tax" will break the bank. Rational people that read the bills will conclude such claims are rubbish. Honest Boards that respond to their constituents will be left alone...& a total cost of $6, per apartment, per year, isn't likely to break anything.

I agree ... it is a new tax but that will save us quite a bit of money in legal fees in the long run.

The problem is that the bills have been in the legislature for 10 years and nothing has been done - It is desperately needed for some type of legislation to protect coop/condo owners - need publicity -can we all unite

I live in North Shore Towers a co op community with a budget of 43 million dollars that is run, not by the board, but by the management company. General manager tells board members what to do, not vice versa. Members probably want the title, but not the responsibility. We waste hundreds of thousands of dollars in legal fees because there is no government agency to help us. After casting 5 million shares in an election, I lost by 806. The board refused to do a recount and told me I had to go to court, which I did. My attorney charged $5,000 the board paid between $50,000 and $80,000.Our own attorney on retainer, Errol Brett didn't handle the case which occurs most of the time when we have litigation. No one can get an accurate accounting. Ultimately,the courts cleared the way to the ballots for a recount. What a waste of money. Mr. Brett was recently asked what the policy was to enforce a bylaw and we were told there is no policy. So now we have bylaws but no means of enforcement. I could go on and on with the nonsense that constantly goes unchecked here. We would gladly pay $6.00 each to help create a responsive governmental agency which would understand our communities and help us. Please support these bills immediately with letter writing campaigns and phone calls. Dianne Stromfeld

Good idea - suggest everyone write their representatives.

Great idea. If each of us could get 10 neighbors who in turn got 10 neighbors, etc. t0 contact all our elected officials as well as candidates, expecially those in a primary, we could put pressure on them to pass this bill. Also,send mail to Mike Kelly New York State Association of REALTORS®, Inc.
130 Washington Ave
Albany, NY 12210
Office: 518.463.0300 ext. 216
Fax: 518.462.5474
http://www.nysar.com/

The power of the people often can make necessary changes. for right now, let us all stop writing letters to each other and write to those who can help us make our lives tolerable. Let us fill this column with examples of success or failure we have had with p;oliticians. Perhpas together we can really get this going.

Being a Board President myself and after reading the proposed bill, I am of the impression that "good" boards have little to fear and a lot to gain.

This going to court all of the time is itself a hidden tax of ownership. One that I would like to see reduced under mediation & arbitration as potential alternatives to litigation. Furthermore, the education factor from a non-biased (or at least a less biased) state agency would be welcome too. In my corporation, I would welcome better educated shareholders and board members.

Even good boards would benefit by the additional potential for oversight as you know, complacency can lead, however innocently, to abuse.

I can see a gain for shareholders if Managers felt like they had someone looking over their shoulder occasionally too.

What is the downside – is it $6 per unit per year? To whom can my corporation write the check!

(1) no they are not.
(2) the secretary cannot act alone without board approval.
Why does your secretary have access to your bank account ? That's the treasurers job.

You are doing a big dis-service to your building by allowing this situation to continue. If no one wants to be an officer, you should call for another election ... and find someone who is willing to take some responsibilities.

Thank you VP11104 - I thought the same thing and wrote to see if I was on the right track. Last year was my first as president -- it was a learning curve taking time from my job (not good) and my personal life (expected). This year I was dismayed that no one else would consider the job, so I am doing it again with some experience under my belt. Our biggest problem is the Secretary working behind the scenes to do as she wants (as last year), and I hear most of it from others after it's done. We need to be an effective Board of Directors, and I need guidence to help the Secretary understand her proper responsibilities/limitations. (No director will attend any workshops or classes.) Any ideas please?

As President of the board, you obviously "preside" the meetings and oversee the general management of your building ... it is time consuming, yes.

The secretary should only be involved in keeping meeting minutes and submit those minutes to the board for approval. He/She does not have the power to sign any contract unless authorized by a majority of directors for a specific item. Only you and the VP has the power to do so.

You should instruct your managing agent not to approve any expenses that was not discussed during board meetings and approved by a quorum of directors.

The best workshop I found is a board room with a copy of the property lease, a copy of the cooperator and habitat magazine with lots of reading :)

I do appreciate your note VP11104. Learning to "preside" has been a challenge, but I'm getting there. Thank you for your support on what the president's and secretary's duties are, which are also clearly set out in our bylaws. One responsibility is not mentioned though: trying to keep the peace among the directors themselves! Thanks again.

North Riverdale: Aside from other basic secretarial duties, the board secretary's main job is taking minutes of board meetings and the annual meeting.

Why is your secretary acting behind the board's back (appoving work, etc.) and why are you letting her get away with it - and for more than one year?

You said you need guidance to help her understand her responsibilities/limitations. It doesn't sound to me like she cares about understanding anything if she just does what she wants anyway.

Check your by-laws. Article III, Section 6 of ours states that a director may be removed from office by a majority shareholder vote at a meeting duly called for that purpose.

You also said your shareholders are asking what's going on and your board is taking the heat for your secretary's impropriety. Call a meeting, document her actions, and get her voted off the board.

It seems that you're having difficulty getting all board members to work actively, but this secretary will take you two steps backward for every step that you try to move forward, and she could cause your coop and all your shareholders major problems.

BP, thank you for all the information in your response. I've prepared the pertinent section of our bylaws for the secretary, and will write here again with a follow-up.

North R: Be sure to give your secretary the section in the by-laws that outlines what the secretary's duties are. She shouldn't be doing anything beyond those duties unless she's working as a team with the rest of the board or has board approval to take on a certain task or research something (but NOT approving work, signing contracts, etc.)

The by-laws outline all board directors' duties. Maybe you should give them to the others to get them working on a more active, cooperative basis.

Yes they can.

It is a violation of NY Business Law to have an annual meeting without sending proxies to all shareholder. All shareholders must be given the same rights to vote.

The meeting is technically illegal.

Thanks, VP1104. Two more questions: what is the time requirement for receiving proxies in order to be technically legal? If we send out this week, we have less than a week until our annual. We had it last year in July-is it wrong to have it in August since many Shareholders cannot attend the one we're trying to have this month? Seems like we're in a jam, here.

We usually send out the proxies with the financial report about one month before the annual meeting. That gives the shareholders ample time to review the report, to make arrangements to attend the meeting and give proxies to the person of their choosing.

There is nothing wrong in postponing the meeting to August. Better have one late and right than early and patchy.

Yes,as a resident manager I have entered apartments to address such problems and consider it to be an emergence situation. I would hate to think that someone reported a potential problem and nothing was done.In past situations I would first try to notify the tenant and then enter if I got no response (leaving the shareholder a message as to why we entered) In addition consider the waste of water and the cost factor. Also if you believe the shareholder is doing this on purpose you may have to take a hard line approach.

Good luck.

Thanks but not a shareholder, a resident of the Holder of Unsold shares.

Same applies. Continual running water is an emergency situation. You need to be pro active. You cannot turn around afterwards when your building is flooded and say, gosh we knew about running water but did nothing? As mentioned in my previous e-mail I have entered apts in the past to address this issue and never was it a problem. Tenants were actually greatful.

MRM

Hi everyone, HabitatReporter here --

We haven't heard too much about this yet, but rest assured we are looking into it and will have more information for you this coming week. Have a great weekend everyone!

letting uncertified contractors is not a great idea because even if epa doesn't bother you a shareholder may. Also beware how much you teach your staff other wise your board may be libel as a gate keeper .

As a certified contractor and a board member of my Co-Op I can tell you this new law may very well double the cost of most jobs in any building built before 1978 and all boards should talk with their attorneys first.

Hi, everyone,

The above commenter is mostly correct. The EPA has extended the deadline for training and certification. According to the official EPA memorandum,

"Until October 1, 2010, EPA will not take enforcement action for violations of the RRP Rule's firm certification requirement. For violations of the RRP Rule's renovation worker certification requirement, EPA will not enforce against individual renovation workers if the person has applied to enroll in, or has enrolled in, by not later than September 30, 201, a certified renovator class to train contractors in practices necessary for compliance with the final rules. Renovators must complete the training by December 31, 2010." [The full PDF can be found here: http://www.epa.gov/lead/pubs/giles_RRP_memo.pdf ]

So far this is all the information that we've been able to get from the EPA, but as our phone calls are (hopefully!) returned, we'll let you know what we find out.