Martha, the annual meeting should report activity since the last meeting and give SHs an idea of what's in store for the year ahead. In general, SHs want to know their money was well spent in the past year to improve the coop and enhance their investment and that there isn't a maintenance increase or assessment coming up.

SHs like good news - how much the coop collected via a flip tax/transfer fee...refunds from the city...ways you were able to upgrade the coop and save money doing it, etc. Look at the last annual meeting's minutes and report on positive steps taken on things discussed a year ago.

But few coops have only good news. It's smart to alert SHs to major projects you know aren't far off but don't guess-timate costs. They can change a lot by the time you do the project. SHs will remember what you say and throw it back in your face. Remind SHs at meetings of major near-term projects so they aren't a surprise when the times comes to implement them, esp if you'll need an assessment to pay for them but don't get into things the board isn't seriously considering for the coming year.

SHs all have a personal agenda. If they ask why they have to pay to repair their air-conditioner or why the board can't evaluate/approve a new sublet tenant in a week, give them a brief, courteous answer and tell them to call the managing agent or you for a fuller explanation. SHs deserve a reply to concerns, but don't waste everyone's time at the annual meeting on issues that don't interest or affect them all, esp if what they ask isn't relevant to what's being reported or discussed at that point in the meeting. That's how things get off track and why meetings often last longer than they have to. It's often a juggling act and whoever chairs the meeting has to keep things in order. But don't ignore or dismiss a SH's question or concern. That's one thing that drives SHs crazy. Answer them at the meeting if you can without wasting time or tell them to follow up with the managing agent or you later.

We distribute a state of the co-op letter to all shareholders about three weeks before the annual meeting.

We describe the financials of the co-op, accomplishments during the year, plans next year, the proposed increase (a range) in maintenance and assessments* the status of capital improvement programs, and outside factors that may affect the co-op, e.g.; fuel costs.

*As all costs rise each year, we raise maintenance every year. In our opinion, failure to do so (raise maintenance) or to finance operating expenses from mortgages is anathema to true fiduciary responsibility.

Our annual meeting, including voting is typically concluded in fifteen minutes, this includes election of officers and voting on key items.

Wait, don’t criticize!

After the annual meeting is closed, we conduct a Q&A session. For as long as folks wish to ask questions we remain.

So, if the annual meeting begins at 7:30 PM and closed at 7:50 PM, we have often stayed until 9:30 to answer questions.

Try Matthew Adam Properties, Inc.
127 East 59th Street, 3rd Floor
New York, N.Y. 10022
(212) 699-8900

Ask for Ira Meister, President

Good Luck in your search

The management selection process is a tough job for any board of directors to take on. I suggest that you do the following:
Speak to the Cooperative's/Condominium's attorney and accountant and ask them for recommendations. They will give you at least three companies to speak with as to give you only one is a conflict of interest. If you do not have an attorney selected as yet it should be done before you seek out a managing agent.
Hire a management consultant to help you with the selection process. This should not cost more than a couple of thousand dollars and should result in saving you lots of time and frustration and save you at least, if not more in future management and extra fees.
Prepare a questionaire for each of the candidates to complete. Don't get too detailed, get the pertinent questions answered.
Decide exactly what you expect from the managing agent so that you can communicate your expectations to prospective candidates.
Visit the back office of each company to see what is behind all the talk.
Lastly, there is no such thing as a "small building specialist". All professional management companies are able to manage a building no matter what the size.

If you need more information, contact me.

Much appreciated! We know that we are in for a long and difficult process and appreciate all of the help that we can get!

If you think it is worth $100 per unit to have a professional guide you through this process from start to finish, please contact me and I will be glad to meet with your board to discuss it.

We made a big mistake a year ago! And now we are interviewing for new mang companies. Call the Boards of the other buildings of the companies you are interviewing -- and speak to more than one Board member. Dont be discrete and so polite that you end up with a Mang who thinks they own your building. Most Board's forget that this is a business negociation. A friend of mine says that he Negociates like an enemy -- but comes through as a friend.

And going forward -- Email has now become a catalyst for change in how Mang companies operate. No more "I did not get your message." Email keeps everyone informed and honest.

The Property agent is the most important person. Again, find buildings he mananges -- and talk to the residents. The Agent can make all the diffrence.

Fees: A cheaper company may charge higher fees, or have hidden cost. Such as: Outragous processing fees for small jobs. Mailing cost.. etc...you will be surprised by how quickly the cost adds up...

If you have a Super you trust, he could give you your best lead....
Sorry to sound so distrustful -- but we have paid, paid and paid for our mistake.
VP

According to the NY State Rent Stabilization laws, a roommate is distinct from a subletter, and a renter has an absolute right to have a roommate. The landlord is not required to approve the person, and only has to be notified.

Any court looking at any proprietary-lease clause about roommates will look to that established tenet (note: "tenet," not "tenant"!) for guidance. It's hard to imagine a court would find forbidding a roommate acceptable -- if it were, you couldn't a significant other move in with you.

Condop?
Dan, where exactly do you live in the condo or coop?
Condo apartments can be freely sublet, and there is no way your proprietary lease states that sublease require board permission and can only be up to 2 years.
In the coop The proprietary lease usually provides that the shareholder and members of the shareholder’s family may occupy an apartment, and Section 235-f of the Real Property Law (the so-called “roommate law”) provides that every residential lease entered into by one tenant “shall be construed to permit occupancy by the tenant, immediate family of the tenant, one additional occupant, and dependent children of the occupant…” This law has been held to be applicable to co-op proprietary leases. Therefore the co-op board may not prohibit shareholder from having a roommate.

I live in a cond-op. Despite its name, to me, it's pretty much a fancy name for a co-op. In any case, the board instituted a new rule requiring the shareholders to "register" their roommates with them. And, get this, our management company wants an occupant (non-owner) registration fee. I am starting to believe when there's nothing to discuss at board meetings, things start to get ridiculous.

You have to tell them the name of your roommate if they ask and nothing else and there is no way they can legally charge a fee. get on your board and help them/. they need it.

I believe this was already discussed below ("B/M Breaking By-Laws: Out of Control Board")?

In any event, can you quote the section(s) of your By-Laws that you believe are being broken? Also, are you sure that your By-Laws require a 2/3 affirmative vote of shareholders? I'm asking, because a change of our building's By-Laws can be done by either a 2/3 affirmative vote or shareholders *or* by a vote of the Board.

If you want an attorney's opinion, you may have to pay for it out of your own pockets...but it sounds as if it would be money well spent. Good luck.

Thank you... The only way the BL can be changed is with 2/3 vote of the Shares.... The Board cannot change the ByLaws.

I would be very surprised that a Board can change the ByLaws.... This would leave the SH helpless in the face of BM(s) with a personal agenda -- which is exackly what has happened in our building..

Its now in the CoOp lawyers hands...

>

Sorry, but you are wrong. Our By-Laws state, in Article XII, Amendments:

"Section 1. These By-Laws maybe amended, enlarged or diminished either (a) at any shareholders' meeting by vote of shareholders owning two-thirds (2/3) of the amount of the outstanding shares, represented in person or by proxy, provided that the proposed amendment or the substance thereof shall have been inserted in the notice of meeting or that all of the shareholders be present in person or by proxy, or (b) at any meeting of the Board of Directors by a majority vote, provided that the proposed amendment or the substance thereof shall have been inserted in the notice of meeting or that all of the Directors are present in person, except that the Directors may not repeal a By-Law amendment adopted by the shareholders as provided above."

Have you actually read your By-Laws to confirm that it does not contain the above paragraph?

We have all read the Bylaws, including our lawyer, and our ByLaws do not allow the Board to overturn a Bylaw...

We would be wrong in your case, but in ours -- we are right.

AliceT

i have been in my co-op for 2 years now and have experienced nothing but heartache.
i have been complaining about mold for 2 years now around my air conditioner and have not gotten anyone to come look at until last week. when someone did come take a look at courtesy of the board,not only did they not fix the mold but they said it was because of my airconditioner sleeve. they took out my air conditioner changed the sleeve and left my air conditioner sitting on the floor. they refused to put it back in. they said the board told them not to put it back in. THEY NEVER TOLD ME THIS UPON THEM COMING IN AT ALL. HE TOLD ME HE WOULD PUT IT BACK IMMEDIATELY. they have also complained that i am using a 220 volt amp to run my air conditioner which was allready established before i moved in and one that they have seen during 3 inspections they have done. They are abusing thier power in order for their electrician and air conditioner people to get paid.
CAN SOMEONE HELP ME!!!!

Every definition I’ve read or that my own co-op employs defines the role of a proxy as a means of casting a vote, nothing more or less.

Even the definition, copied from the author of this thread, asserts the same; to wit:
Legal definition of Proxy:
http://legal-dictionary.thefreedictionary.com/proxy
proxy n. 1) someone who is authorized to serve in one's place at a meeting, particularly with the right to cast votes. 2) the written authority given to someone to act or vote in someone's place. A proxy is commonly given to cast a stockholder's votes at a meeting of shareholders, and by board members and convention delegates.

No where does the definition address the issue that a proxy holder is allowed to address the board during the Board of Directors meeting. A search of the Internet and other forums such as this one will reveal scant to nil occasions where a proxy is permitted to enter into dialogue with the Board of Directors.

Quite frankly, in my co-op the proxy holder, when credentials are verified is only permitted to vote during the Board of Directors meeting. Before one has a knee jerk reaction, we then close the Board of Directors meeting and conduct an open forum with all shareholders present. But, even in this open arena, by our definition a proxy has no stature to address the Board or the shareholders present, unless specifically invited to do so.

If the Board of Directors refuses to accept the valid credentials of a proxy holder and the votes to be cast by the proxy holder, then one has the foundations for legal action or other remedies that are permitted by the corporation’s bylaws if a Board member violates the tenets of fiduciary responsibility.

If one wishes to ascribe other powers to a proxy holder, or to a shareholder, for that matter that is either a local prerogative granted or removed by the Board of Directors.

The caveat as always is that the by-laws may stipulate that a shareholder or proxy holder may be permitted to address the Board of Directors in a Board of Directors meeting. Most often this is never the case.

On the other hand, in a shareholders meeting, which is different than a Board of Directors meeting participants may be allowed to voice opinions at the discretion of the Board of Directors. Again, unless the “rules” for an open forum are in some legal document crafted by the corporation, the Board of Directors can establish its own rules and change them.

Some folks in their comments in these forums seem to forget that the co-op is a corporation with a dutifully elected Board of Directors, empowered to conduct the business of the corporation on behalf of the shareholders.

If one is at odds with the actions of the Board of Directors, whose activities may be unsavory and yet within the fiduciary responsibility of the Board of Directors, one may run a slate to depose one or more board members, or depending upon the by-laws of the co-op corporation, one may petition for a special election.

be very careful as this is a situation so easily abused. Here is what you do: residents have to fill out a slip requesting "private" work and the managing agent keeps a record of it. This way , nothing slips thourhg the cracks and you have full discolsure/ check with a lawyer on what to say on the slip so that the coop is not reponsible. . very important= make sure everyone knows the staff may not perform work that is over $200 (NY contractor law regarding being licensed - work must be under $200 if unlicensed ) and NO electric in the walls or plumbing in the walls. also residents requesting such work must have insurance.

We don't allow building staff to do side jobs for residents on their own time for plumbing, electrical, etc. unless they're licensed and insured. We also make residents sign a waiver saying if they use staff people for private work who aren't licensed and insured, they'll be responsible for any damage to other apts or the building as a result of the work, and, they won't hold the coop liable if private work by staff people doesn't meet their satisfaction, function properly, deliver the expected/promised result or for damage to anything in the resident's apt.

I am a Super/Resident Manager. As far as repairs go be very careful. building staff is always looking for a way to make a quick buck, and resident like this being that its cheaper then calling a mechanic.If the repair go bad you could personally be held liable for any damage, since your building insurance WON"T cover this.

My building is now trying to bill repairs to shareholders and keep our maintenance staff from doing work on the side, ie their lunch break etc. I'm asking my fellow board members to come up with a list of billable items, ie furniture moving, cleaning of balconies, etc. What can be billed vs what is customary for the building to just do for a shareholder, maybe unclogging a drain? There also appears to be no consistent scale for what is charged and who is charged. Any ideas??? Being new to the board I've been asked to see where we can improve.

Confidentiality has several ramifications as to shareholder information, contract information, board member information (e.g.: voting, opposed or for), salaries, etc.

Here are some references.



Just for starters

http://cooperator.com/articles/1491/1/Board-Resource-Guide-Etiquette-for-Board-Members/Page1.html

http://cooperator.com/articles/1069/1/The-Need-to-Know/Page1.html

http://cooperator.com/articles/1096/1/Disseminating-Information/Page1.html

This is an old topic that you should be able to find prior opinions.

My personal opinion is prices should be dictated by the market. Many will disagree with this point of view. However, you need to be realistic and allow shareholders continue their lives. Additionally, all circumstances are different and some people will be willing to lower their price according to their own interest. A co-op only needs worthy potential shareholders who are able to pay the maintenance, share mortgages, and any assessments when applied and who are willing to live according to the PL and house rules. Yes, you may say that a lower price will have an adverse effect on the co-op, the quality of life and all the wonderful things you want to say. But the buttom line is MARKET and ECONOMICS dictate the price.

AdC

I agree with the two others -- let the market decide.

That said, if an offer comes in that seems awfully low, the board can buy the apartment instead, at the same price, and then put it on the market for what the board believes is a fair price.

This doesn't prevent the sale (so the buyer doesn't have to wait for her money), and keeps the average apartment price in your building high.

Of course, you'd better be darned sure you can make a decent profit on the re-sale. An issue of Habitat a couple of months ago addressed this very topic (also called Right of First Refusal). The recommendation in the article (as I recall) was to make sure you could make 20% profit on the re-sale.

Of course, check with your lawyer and your accountant before taking this road.

We have 550 units. On average, 30 units change hands each year, including studio, one bedroom, two bedroom, two bedroom large and three bedroom. Some are improved, e.g.: upgraded while pothers are quite “old” in tone.

Some are as neat as can be while others have seen some mileage.

Some are on the 1st floor while others are on the 25th floor.

We track every sale and can show the average price per share for all units as well as the average price per share for each type of unit.

Basically in our building, there is a 20% spread in each year between the high and low of each type of unit, without taking into account the location of the unit, e.g.: height in building. facing east, west, north, south.

So who decides the price?

If an average unit turns over for $450,000. how much does the co-op have in its reserve funds?

Does fiduciary responsibility allow investing the funds in the risky real estate market?

And to what purpose?

Does your co-op charge monthly maintenance based on the value of the unit or the shares? Me thinks it’s based on share ownership.

Does the board have spare time to evaluate offers?

By now, you must come to the conclusion that I feel it isn’t a worthwhile pursuit for a board that is underpaid and has other issues to face.

Excellent questions all, Ben. My co-op has only about 15% of the number of units as yours, so it's much easier for the board to stay on top of sales. I'll aim to answer your questions.

>So who decides the price?

See answer to your last next-to-last question, below ...

> If an average unit turns over for $450,000, how much does the co-op have in its reserve funds?

That's an apples and oranges question, Ben. One guideline to the minimum amount of reserves is the dollar figure three months' maintenance. It has nothing to do with the price apartments are selling for.

> Does fiduciary responsibility allow investing the funds in the risky real estate market?

Risk -- that's the big question. A wise gambler never bets more than he can lose. And certainly the market is less stable today than a year ago.

However, if a sale price is so undervalued that the board essentially gives up the change to make $40,000 (that's buying an apartment for $160,000 from a shareholder who wants to move asap and then selling it for $200,000), is the board wise to abandon an opportunity enrich the corporate coffers? There's no right or wrong answer.

> And to what purpose?

There are two. First, the real estate comps (those are the comparative sales prices that sellers and buyers research to determine a fair price for an apartment). Let's say the apartment above mine -- same layout, in roughly the same condition -- goes on the market for $500,000. The seller wants to start a new job in Boston in two months. She gets no offers until two weeks before starting her job, and it's for $385,000. Having bought years ago for less than half that price, she accepts the offer -- she'll make a nice profit and have cash to close on her new Back Bay home.

Then I go to sell three months later. Believing my apartment worth at least $490,000, I'm piqued to find out that my neighbor sold hers at such a low price because it undermines my negotiations. As a shareholder, I can reasonably be annoyed at the board for allowing the corporation's shares to have traded at such a low price. But I'm stuck.

(The corollary in the world of publicly-traded stocks is essentially the same: A company buys back its stock when it feels the share price is too low, then holds on until the price goes up and sells them again. At a profit.)

The second reason is to do what businesses do: Make money.

> Does your co-op charge monthly maintenance based on the value of the unit or the shares? Me thinks it’s based on share ownership.

Exactly. On shares. And that's one of two ways we determine the value of an apartment: the share price of the sale. The other way is by comparing apartments in a line. If by both of those checks the sale price looks far too low, the board can choose to step in.

Then by using those two pricing methods (share price and line value), the board sets a selling price. Since the board is in no hurry to sell (it's out only the maintenance it's not collecting), it can wait until someone meets the price it asks. (In my building, the highest prices tend to go to the sponsor, who waits until someone meets his price.)

> Does the board have spare time to evaluate offers?

Again, yes, because our building is much smaller than yours.

To wrap up, there's no absolute answer on this. For a corporation with plenty of reserves and a healthy operating fund, there is little need to make money on the side. But even if the corporate accounts are a little shallow, the board has to take into account the tolerance of shareholders for such a risk.

The financial sophistication of shareholders varies greatly from building to building, and even within buildings, not to mention the sophistication of the board members themselves! That's why it's key to get the corporate counsel, outside accountant, property manager or managing agent, and other professionals involved in any decision of this sort.

As noted, it’s a free market that enters equilibrium when buyers and sellers agree on a price.

If you wish to thwart the mechanics of a free market are you prepared to underwrite the costs of those who wish to sell regardless? Will you create hardship waivers, e.g.: family death, divorce, etc.? Will your co-op corporation buy the apartment of those who wish to depart?

Who will set the target price? Who will evaluate the target price? Will it be based on price per share per type of units or price per share regardless?

What if someone asserts that the unit did not sell or could not see at a target price because the board of directors failed to maintain the building in suitable physical condition?

Quite frankly, the board has enough to do without setting or meddling in the market price equation.

In our building, the units are free to sell at whatever the market can negotiate.

This has been discussed before. Please try to search for the same topic.

One manager is okay when dealing with the beginning of the conversion in which sponsor is majority and according to the conversion plan has not totally given up his control of the management over the co-op. However, once the sponsor conveys the administration to the co-op or board, then the sponsor may retain its own representative or agent to deal with the administration of those apartments still being sold or that remain rented in the building. This agent acts of the sponsor representative and landlord for the sponsor's tenants. The agent may be a board member and interact with the new management just as any other shareholder.

AdC

I know you want to justify this but it is not legal.

In our building we have a building manager for the overall well being of the building.

We have rental units, owned by the sponsor. The quantity has dwindled from the high point many years ago of 150 units to a current low of 12 units in a 550 unit building.

The management of the rental units has always been the purview of the sponsor and the sponsor’s managing agent for overseeing rental units.

Kindly note that there is a difference (not just a nuance) in that the co-op's building manager manages the building and the rental agent manages the rental units within the building.

If there is an issue within a unit (unless it is a clear emergency, e.g.: water flood, power failure) the renter contacts the rental agent who in turn contacts the building manager.

For us it is quite clear, both for the shareholders and the renters.

I know a woman who rents in a very exclusive coop in Forest Hills and she has a different managing agent than the coop and has for many years

one pro is that , if you have one managing agent, you have more efficient and direct communicaton concerning all aspects of apartment maintenance and repairs. This makes problems that are re-occurirng in a building discovered faster.

Our building manager does not have time, nor is the building manasger paid, to deal with renters. The renters are not our co-op’s owners, but rather the lessee of the owner’s property. The legal pathway is from the co-op via the sponsor or owner to the renter, not directly to the renter.

There is NO contract between the co-op and the renter.

When a renter misbehaves or breaks the house rules, we notify the owner / sponsor. When the renter has a problem with a kitchen cabinet, the renter is advised to go to the owner / sponsor.

Why interpose when there is no legal standing?

To no one in particular, we all need to think through the legal ramifications of our quick assessments posted herein.

Can Sponsors Employ Their Own Managers?
NY Times, Sunday, March 23, 2008, by Jay Romano
quote
Q In a co-op, must the managing agent for the co-op and sponsor-owned apartments be the same?
A “This is an interesting question because it may seem, in practice, that the law on the issue is ignored,” said Andrew Brucker, a Manhattan co-op and condo lawyer. He said that under a section of New York State’s General Business Law addressing issues governing the conversion of rental buildings to co-ops, all apartments occupied by nonpurchasing tenants must be managed by the same agent who manages all the other apartments in the building.

unquote

In point of fact, HarryM, in my interpretation, is not suggesting two managers for day-to-day operations of the co-op. In point of fact, the building manager (one only) supports all “owners”. In this case there are shareholders who own and occupy and there are owners who by virtue of a contract (by-law perhaps) are allowed to lease (rent).

The coop has one manager for the entire property, regardless of who owns.

If one is suggesting that the owner / sponsor has a separate set of operating rules, maintenance, rules and regulations, etc. then I would agree that the duality is not allowed.

But if all are bound by the same by-laws, proprietary lease, house rules, etc, albeit the owner / sponsor imposes additional restrictions which the owner/ sponsor enforces on renters, then I agree there in no conflict.

and they are far more credible than you. Sorry, you are wrong. a competet managing agent should be able to handle all units in a building. Are you perhaps not competent? what is your real issue here?

In reading this thread, I am trying to understand the penchant to burden the building manager with the units of the sponsor/owners.

Forget sponsor units for a moment and ask if the co-op permits rentals by co-op owners.

Again from the notes posted by others, the thought is that the building is responsible for the well being of the entire building and all units regardless of occupancy, e.g.: shareholder, renter from a shareholder, renter from a sponsor.

My own experience is that I would agree with this line of thought.

However, I would further offer and tend to agree in reading between the lines that rental units in general whether rented by a shareholder or the sponsor pose additional challenges.

I would hope that we all agree, as has been asserted by one writer in this thread, that the legal contract is between renter and unit owner, whether shareholder or sponsor.

Further to the above points, there is one corporation that owns the building, the co-op corporation wherein shareholders and the sponsor have an ownership interest.

Thus, the building manager, whether a hired firm’s representative or the employee of the co-op has overall management responsibility for the building reporting to the board of directors.

Yes, I would agree with the NYTimes article if the article’s writer is connoting that there cannot be two managers each responsible for a segment of the buildings’ physical operation and management.

Maybe I’m dense, but I don’t see the issue if one accepts the premise in the paragraph immediately above.

However, I agree with the other points made in this thread that the interior of the co-op unit is the property of the owner, either individual shareholder or sponsor. Thus, unless it is an emergency, where life or property is at risk, any requests from a unit’s occupant needs to flow via the sponsor or the unit owner.

Quite frankly as a board member, I do not wish to accept responsibility via my building manager for responding to an occupant’s request in opposition to the wishes of the unit’s legitimate owner, shareholder or sponsor.

The rental agent, whether sponsor or unit owner, is garnering enough funds to cover administrative costs that I do not care for my building manager to accept. Nor do I wish to burden my shareholders with the costs of administering the rentals wherein shareholders and the sponsor are earning a profit.

By the way, we are self managed and have been so for many years and we have an outstanding building manager and long term employee. And let me assert that we have an excellent relationship with the sponsor and a respect for the sponsor; a relationship which is absent the extreme adversarial behavior intimated here in this thread and other postings.

It is a shame that some folks are apologists for the NYTimes and some folks need to proffer a rancor for relationships which they perhaps inherited as fostered or stoked by prior boards.

Obviously the managing agents hate this law because: it means they might have to actually do some work and have. god forbid, some accountability. . There , by LAW has to be one "entity" working with all apartments/units. Not some strange sponsor entity dealing with "bills " from rental / sponsor apartments. Clean the place fo the sponsor, have strong coop = get the sponsor "entity" OUT 100 percent. How to do it - call the exterminator - ie the Attorney General's office to rid the place of varmits (yes, they really are non-productive and parasitical). I am not being ironic here, This is serious. you want a really solid coop? Get one managing agent! it i your right.

Folks,

In our co-op, a proxy holder is merely allowed to submit a ballot for the election. A proxy holder, unless a shareholder,does not have the right to address the board or to address the shareholders present. But, see further below.

In an election year for board members, those running for the board are invited to make a three minute statement before we close the time for submission of ballots.

During the "open" board of directors meeting, we do not allow shareholders to address questions to the board or to make statements to the other shareholders, save the “election” statements above.

After the “open” board of directors meeting is closed, we then have a new session the same evening called the “open” shareholders meeting. Herein, any shareholder, and only a shareholder, may address any questions to the board or make any statements to the shareholders present.

...does not seem to address the fact that a proxy can VOTE for one candidate or other, presumably for the candidate preferred by the shareholder who cannot attend.

This seems like another case of a dictatorial, authoritative board refusing to honor the simple, democratic process on which the United States lives: One person, one vote.

This board belongs in the Stalinist USSR. That's how it's acting. Shame on them.

Perhaps I did not make myself clear. The voting is an issue but the BIGGER issue is the fact that the Board voted to overturn a ByLaw (it takes 2/3 S/H vote to change bylaw).

The ByLaws are a CoOps Constitution, and isnt it the legal responsibility of the Board to abide by and support the ByLaws.

Futher complicating the problem, the S/H whose proxy was denied, has been very vocal about an issue not popular with the Board. And it would be convient not to have his vote counted.

Recours?

Now that there has been a bit of an explanation, let offer the following.

In our co-op, we have never changed the by-laws, but we are contemplating a change in the next year.

In this case, our by-laws stipulate that to change some sections of the by-laws, one needs 2/3 vote of the number of units (610 * 2/3 = 407), while for some changes 80% of the shares outstanding (80,000 * 80% = 64,001) are required to vote in favor of the change.

So as to one person, one vote, it really depends on the co-ops bylaws, e.g.: person vs. shares.

For the forthcoming by-law amendment, we will accept written proxies from all shareholders. In point of fact, we will mail a proxy to any resident requesting the proxy in advance of the vote. We will have a three or four day period to provide ample time for the residents to vote. As long as the proxy is signed, the board accepts and tallies the vote.

The board and a significant number of residents are in favor of the change, but we are unsure as to whether we will achieve 80% as required for the change proposed.

Again, one must be clear that having a proxy submit a vote and having a proxy make statements are two different events.

We will provide a recurring number of forums to discuss the issues attendant to the rule change. We will even allow residents to invite a family representative to the discussion seminars as some residents may not understand the import of the proposed rule change, but when the voting dates are set, the proxy is to be cast without any dialogue.

Your co-op and your board may operate differently, but as long as the rules for voting are followed, there isn’t much to say. One may question the behavior of the board, but if the board acted within the board’s stated rights, the vote stands.
= = = = = =
To be a bit pedantic co-ops are corporations and have duly elected boards of directors. Thus, boards are empowered to act within the by-laws established for the corporation and within the boundaries of fiduciary responsibility.

Dialogue is nice, but the board need not adopt the vox populi, if the board opines otherwise.
= = = = = =

On the other hand, one can lobby to submit candidates to replace the board at the next election.

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Here is what happens when a co-op attempts to change the rules and applies the wrong equation:
http://www.anateisenberg.com/files/400519/bergen-county-news-Jun2006-4.html
Scroll to the paragraph:
Law On The Side Of Cliffside Park Residents
The details are scant, but do search some more.

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Dear Ethel, This is not about CHANGING an ByLaw. The Board voted to ignore an existing ByLaw that clearly states that a S/H may appoint a proxy to represent him at the S/H meeting. We have had proxy's attend meetings for 20 years.

The ByLaws cannot be overruled by the Board. They are the Coop constituion and can only be overruled/change by 2/3 vote of the S/H.

Also, the issue the absent S/H wants to vote on, is unpopular with the four Board members who decided to take this illegal action.
AliceT

Folks,

Unless the by-laws stipulate, I don’t see how anyone much less a proxy has the right to voice an opinion at the co-op’s board of directors meeting save voting for or against a proposal or voting or withholding a vote for a candidate in accordanced with the shareholders wishes

See this URL, which is a “voting” form:
http://www.thebrownboard.com/og_mb_ups_coop_exhibitg.pdf

See this URL which discusses the participation of the proxy as a voter:
http://www.nytimes.com/2006/04/02/realestate/02home.html?fta=y

In my view and my interpretation, proxies are for voting not for dialogue.

If the referenced co-op permitted dialogue at prior board of directors meetings and then suspended the ability of shareholders or proxy holders to offer commentary at this meeting that is the board of directors’ right subject to a caveat or two.

If the by-laws permit the dialogue and the dialogue is suspended, then the board is wrong.

If it was just a historical amenity or convenience wherein the board of directors permitted open discourse, then the board has the right to suspend any dialogue. One may be agitated by the board’s change of agenda, but there is not much standing to force the board to again allow open discussion.

It seems to me that the crux of the interchange herein is that a co-op board enacted something that some shareholders don’t like and if I read correctly disallowing a vote cast via a proxy.

The only option is to judge whether the board failed in its fiduciary responsibility in which case there is legal recourse.

For instance, if the board refused to accept the legitimate proxy of the opposing shareholder, then that could be a rationale for legal recourse.

The other option is to vote to replace one or more members of the board at the next election.

Again, voicing opinion other than by “silently” casting the proxy vote (for or against) is the legal extent of proxy’s participation.

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After all is said and done, if the board refused to accept the shareholder’s vote via the proxy, then the board is wrong in the eyes of the law.

If the board of directors failed to provide printed proxy statements or the ability to create one’s proxy statement, see URL sample, then the board is wrong.

Thanks for feedback.

To reply to one question, it is the house ruler that prohibit the distribution of any materials directly, e.g. without going through the US Mails.

In addition, those running for public office are not permitted to distribute items on premises.

As a matter of fact, some politicians visited our outdoor pool area a few years ago and the residents complained. Thus, there are no more solicitations at the pool.

Yes, there is a bulletin board where residents may place postings.

And for further clarification, the existing board does not solicit in the lobby, mailroom, hallways, etc., or via materials under doors ... and as far as I know, the existing board has never used public handouts or materials under the door. So, there is no precedent to use as leverage.

The board's mantra seems to be "quality of life" is paramount. Thus, outdoor athletic court lights are deactivated at 10 PM, and there is no construction of any type permitted in any unit, or even in the common areas of the building or property, outside of Mon. to Fri, 9 AM to 5 PM. These no-noise restrictions are imposed on the eve of religious holidays.