How big and cohesive is your coop? We revised our governing documents in early 2006, and it was tough to get the necessary votes. Our attorney said, correctly, that there wouldn't be much controversy about the changes; our biggest enemy would be apathy. Even with multiple memos, newsletter mentions, "town hall" meetings, there were shareholders who didn't bother voting. They didn't vote No; they simply didn't vote at all. I'm glad we amended our governing documents, but getting out the vote was tough.

we only have 14 shareholders and I think the only ones who will not vote are the ones who do not benefit from the changes: the late maintnenance payer (1), the person who is going to move soon and doesn't want a flip tax, and the shareholder who has more shares in cumulative voting. Do you know if these votes have to be conducted in person or if we can have mail-in votes?

In our particular case, the governing documents stated a special shareholders meeting is needed to amend the Proprietary Lease or the Bylaws (not the House Rules). However, a shareholder could hand in a proxy if s/he preferred. Our coop attorney said we had to be very meticulous about the amendment process as most amendments that get tossed out by the courts are invalidated not because of the content but because they were adopted in violation of proper procedures.

This is a very good question. We have an old building and some apartments heat up very quickly and require very little heat whereas some of the lower floors have their heat on high all witner...

Anyone have any info?

Most Steam heated buildings distribute the steam centrally. All areas are heated at the same time. In order for Heat Meters ( they do exist and are very expensive ) to work each Apartment or floor has to be on a seperate zone. This would require repiping the steam supply and return lines in the building, very costly and if not done properly it will be a nightmare with all kinds of problems such as banging, knocking and flooding the boiler.

On hot water heating systems it usually easier to zone off.

If one apartment is getting to much heat it can be corrected easly. On a steam one pipe system, by changing the radiator vent valve to a smaller size. The valve costs about $ 10.00 for a non adjustable valve and about $ 25.00 for a adjustable valve. This is somthing your supt can change. If this does not work than there is something wrong with the heating system and a professional should be called.

(1) Appropriateness of e-mail communications for sensitive information.
Unfortunately, a code of conduct and ethics is not a document that is easily found in co-op boards as a guiding document. In fact, I doubt if there is a board with access to one. Consequently, board members are left to their corporate experience and their moral values founded on their faith or ethics formation to guide their behaviors and to curb their tongues.

Since co-ops are essentially corporations similar to any publicly traded corporation, board members should conduct their business with the highest standards of integrity and business practice possible. E-mails are not private when writing on co-op matters to other board members, but they now belong to the corporation. In the event of a litigation, records and board communications among themselves and with the property manager and co-op counsel may be subpoenaed. Although the person being spoken of now may not be the subject of the litigation, all the e-mails are equally printed and reviewed. Derogatory language and expressions may be damaging to the co-op. Therefore, communications involving board members, property managers, co-op counsel or any other professional must be restricted to a formal business tone. Sensitive questions should be out of the e-mail communications unless a formal letter is being transmited.

Your co-op counsel may be a person to address or dictate how communications via e-mail should be conducted, what should be excluded, what to print and retain on file or burned onto a CD and what retention to assign and what to delete as soon as possible.

(2) Allegations: Obviously, if the comments seem improper, by all means speak up and bring the offending person to his/her senses. However, I would suggest doing your homework by first approaching individually other board members to find out where they stand with regard to these allegations and the manner in which the person expresses the allegations. Are the other board members equally uncomfortable as you are or are they somewhat uneasy? do they feel it's okay to speak freely without restrictions or do they feel it is necessary to stop this activity? Depending on the reception you get, you may have to do some persuasive work in order to bring them to see the issues. It would be tragic that in the process of bringing a higher standard other board members will end up taking aim at you for being too strict or hearing them they say, it's okay to express however you wish. Obviously, you want support from the rest of the board.

(3) Questioning Visitors: Who is anyone to question visitors of residents unless the visitors' public actions cause concern? While we may question eccentric fashions, extreme body piercing, extreme looks, etc, we cannot jump into conclusion as to the moral value of any individual. If a visitor behaves or uses objectionable language in public areas of the builidng in a reprehensible manner, then call the security guards, the police or write a letter to the shareholder if the gravity of the problem does not merit removal of the visitors from the building. If a shareholder does not like the action against their visitors while in the public areas, the house rules and proprietary lease probably say that shareholders are responsible for the actions of their guests. Do what you need to do, provide documentation to the co-op counsel and BE DONE!

Good luck!

AdC

Margaret - I agree with AdC's comments about this. My two cents --

If your Sh doesn't do anything offensive in public areas, doesn't create undue noise or disruption in her apt, and no one complained to mgmt or the board about her, you have no reason to fault her conduct. If she drinks in her apt - even if she was in the lobby or elevator and smelled of alcohol -that's not a coop issue, as long as she doesn't disturb anyone, create a scene or damage anything.

If she is disruptive, mgmt should send her a letter saying her conduct is objectionable per coop rules and advising her to be guided accordingly in the future.

You said your BM questions her guests. Is it because they are disruptive or is your BM just asking them what the Sh does (or what they do) when they visit her? If the guests are a problem, that warrants a letter to the Sh too. But your BM has no business asking them what goes on in the privacy of the Sh's apt if they aren't causing any disturbance. If your BM makes accusations to the board about misconduct, she should present proof at a board meeting, not make unsupported claims to the board via email.

I would think that if this Sh's conduct is so disruptive, you, other board members or mgmt would get complaints from residents or you would be aware of it yourselves.

If your BM's accusations have no basis in fact and there is no proof of misconduct, your board president or coop attorney should tell your BM it's not a coop issue and to mind her own business. Maybe your BM is just a busybody who likes digging up dirt and in doing is wasting your board's valuable time. It's possible, just a guess on my part without knowing all the facts.

If the apartment is empty and sponsor plans to rent it, then call your coop counsel and have the counsel address this issue immediately.

The sponsor only has the rights specified in the conversion plan: read what are the sponsor's rights according to your plan and, if your rules prohibits washers, then ths sponsor must conform.

I don't think the installation of a washer falls under the renovation alteraation of units.

AdC

it was a decision that they be banned more recently.

Deina: If you have a leasing contract with a laundry room company, you should check your contract with them. These contracts usually state that during the contract term "other laundry services" cannot be used. It may also state that residents can't have washers & dryers in apartments during the contract term. If your contract doesn't say anything specific about machines in apartments, talk to your coop attorney. He might advise you that use of "other laundry services" is meant to include apartments.

some apt. have laundry machines grandfathered and there is nothing with basement laundry co. saying they cannot. also you could not enforce that one. this has to do with the question that the sponsor must or must not obey the laws. he can rent without approval, etc. but can he have a laundry machine installed if it is not allowed?

Our coop enacted a rule saying that machines aren't allowed in apts bec our contract with the laundry leasing co stipulated this. When our sponsor wanted to put machines in his apts, our attorney said he couldn't bec he doesn't need approval for apt buyers, etc. but he's bound by the house rules like all our Shs are. He didn't dispute it and we didn't have a problem on this.

Read your conversion plan... does it mention anything regarding washers?...what about your proprietary lease? If washers are not mentioned, your Board has to rule washers out from the allowed appliances via the house rules. Another appliance that may be ruled out is the waste disposer under the kitchen sink due to plumbing issues.

Now, if the sponsor allowed washers while the buildng was a rental prior to conversion and the sponsor has a rent-controlled renter whose original lease specified among the appliances in the apartment a washer, a disposer, A/C, dishwasher, etc then the sponsor is obligated to provide the working appliances specified per lease. Consequently, the new House Rule regarding a washer or a disposer may not apply to that specific rent-controlled apartment as long as the original renter and/or legal occupants are in posession of the apartment.

In your particular case, the sponsor no longer has a rent-controlled apartment because it is vacant and rent control will not apply to a vacant apartment. The House Rules now can be fully enforced on the sponsor because the new renter does not fall under rent control and because the new lease will be signed while the sponsor is no longer in control of the building as the owner. The sponsor must conform to the new House Rules of the co-op.

Best bet is to get in touch with the co-op counsel to "enlighten" or "refresh" the sponsor's memory as the co-op exercises its rights. For your information, the privileges that the sponsor will retain are the following:

(1) The sponsor will not pay sublet fee if any instituted.
(2) The sponsor will have the right to alter the configuration of the apartment as long as it complies with any alteration policy, i.e., provide certificates of insurance, obtain building permits to do the alterations and even combine apartments if two adjacent apartments are vacant.
(3) Rent or sell without any board approval.

I hope I have provided enough information for you to have a conversation with your co-op counsel.

AdC

Read your conversion plan... does it mention anything regarding wahsers?...what about your proprietary lease? If washers are not mentioned, your Board has to rule washers out from the allowed appliances via the house rules. Another appliance that may be ruled out is the waste disposer under the kitchen sink due to plumbing issues.

Now, if the sponsor allowed washers while the buildng was a rental prior to conversion and the sponsor has a rent-controlled renter whose original lease specified among the appliances in the apartment a washer, a disposer, A/C, dishwasher, etc then the sponsor is obligated to provide the working appliances specified per lease. Consequently, the new House Rule regarding a washer or a disposer may not apply to that specific rent-controlled apartment as long as the original renter holding the lease is living in the apartment.

In your particular case, the sponsor no longer has a rent-controlled apartment. The House Rules now can be fully enforced on the sponsor because the new renter does not fall under rent control and because the new lease will be signed while the sponsor is no longer in control of the building as the owner. The sponsor must conform to the new House Rules of the co-op.

Best bet is to get in touch with the co-op counsel to "enlighten" or "refresh" the sponsor's memory as the co-op exercises its rights. For your information, the privileges that the sponsor will retain are the following:

(1) The sponsor will not pay sublet fee if any instituted.
(2) The sponsor will have the right to alter the configuration of the apartment as long as it complies with any alteration policy, i.e., provide certificates of insurance, obtain building permits to do the alterations and even combine apartments if two adjacent apartments are vacant.
(3) Rent or sell without any board approval.

I hope I have provided enough information for you to have a conversation with your co-op counsel.

AdC

Legality: check your by-laws to see if board members MUST be shareholders. If not, it's legal.

As to ethical: as long as a board member fulfills his/her fiduciary responsibilities to the corporation, why not?

Even if the docs allow it [which seems unlikely], ex-shareholders [or soon to be ex-] inherently cannot think & act as shareholders, & should step down. If they have unique skills &/or knowledge which would be of value to the association, they can continue to contribute as volunteers, if they're willing...but they should not vote as owners.

check your bylaws and proprietary lease...chances are board members are required to be current shareholders.

As long as a person is still a "shareholder of record" - i.e., as long as a closing has not taken place at which his/her shares are transferred to someone else and for whom a new stock certificate is issued, that person can still be a board member if his/her term hasn't expired and s/he hasn't officially resigned from the board. You have to check your by-laws to see if a person who isn't a shareholder of record can be a board member.

Must a board member live in the building to serve on the board? We have a board member who lease out her unit and doesn't live here anymore.

Anonymous - check your by-laws. Ours which are the same that many co-ops have state that "it shall not be necessary that a director be a shareholder" - and also - "not less than a majority of directors to be elected...shall be residents of the building and unrelated to the sponsor and the holders of unsold shares." In our by-laws, this is in Article III, section 2.

Check your bylaws.

If they don't require a board member to live in the building, then let her/him serve. An investor is an investor, whether she lives there all the time, part-time or none of the time. That's because it's her money, not her presence, that makes her a shareholder.

She (or he) still has the same interest in seeing her investment increase in value no matter where she lives.

In fact, living somewhere else may be an advantage, because she can see other ways a residence is managed.

Finally, remember that New York State corporate law (which governs co-ops) prohibits treating any shareholder differently from the others. The courts consider it discrimination.

Nothing to do with discrimination ...
Your byLaws hold the answer...
However,as for sublets....
We have owners that live outside the building, and never intend to return. As oppose to being a positive force, they helped keep a board member (with his own agenda) on the Board who promised (and for many years succeeded) to help them keep thier lucurtive sub-lets --
A coop with high owner/occupation is considered a better investment by the bank and lenders... Also, renters (not all) do not have the same intrest in maintaing the building or keeping the peace with their neighbors. Good luck... VP

I said elsewhere ["They should not serve"] that board members should discontinue service once they sell, or determine that they will sell. I should have stipulated that living elsewhere--whether full-time or part-time--should NOT disqualify them from service. As Board Treasurer points out, the key factor is whether they maintain their investment in the property. As long as they have an equity stake, they're well-positioned to act in a fiduciary capacity.

Anonymous - Unless your by-laws say BMs must be Shs and all BMs must be residents, once your BMS close on their apt sales, they're no longer Shs and shouldn't be on the board.

Many by-laws say a "majority" of BMs must be residents. I agree with Board Treas that it's a person's money that makes him a Sh. But a coop isn't just a business corp. It's a home, a community where hopefully people get along, and a bldg that needs watchful eyes to ensure that residents treat it and each other with respect. If BMs don't live in the coop, they can't relate to that, and if they all they want is an investment, let them buy stocks, bonds, funds or CDs.

I also agree with Board Treas that Business Corp Law prohibits any Sh from being treated differently from the others. All SHs must be treated "fairly and equally". But if a BM must be a Sh, not letting someone be on the board who isn't a Sh is not discrimination.

We had the same problem,,, according to our bylaws, anyone could be on our board... A SH vote is usually needed to change the bylaw,,, so (if needed) put it on the SH meeting agenda,,, and vote to change the bylaw..

You are wrong about the Supers Club, they have chapters in every Boro except Staten Island. Your best bet is to contact them and let them post the job opening on the website to get you some resumes.

You should list some of the benefits, salary, bedrooms, any other perks.

Good Luck in your search.

After having the worst super in NY... which the Board would not fire,,, and told the SH "he was as good as it gets", the SH got rid of the Super...

Our new Super proved them wrong!

New BM got names from the MangCompany and Supers from neighboring buildings... The one we hired was recommended from the MA.... However, BM went to the buildings they worked in and talked with everyone.

If this is a live-in, remember that they are going to be your neighbors. Our old super was loud, his wife was rude and they lounged around in the Lobby as if it were their building.

Try to find someone who is not to ingrained in the system, make it very clear that you will not tolerate any kickbacks etc... Our Super is young, has a (1 child) family and a vested intrest in building a reputation and keeping his job. He is very happy here, and we value his work and his family as our neighbors. Good luck...

Was your super a member of the union? Our is and we have similar problem in which our super is probably just as worse as yours or more and way past retirement age 73+.

Several years ago I interviewed what I thought might be a great replacement for our retiring super.

When the candidate was interviewed by the board, our treasurer, a geeky sort asked for his e-mail stating they would get back to him in regards to their decision.

Unfortunately the candidate didn’t have an e-mail. In response our treasurer stated “how can you not have an e-mail, you have no virtual identity, without an e-mail we can’t hire you.

The candidate left with his hat in hand.

On his way home, the candidate saw a street vendor selling tomatoes. Seeing no option left the candidate bought all of the vendor’s tomatoes to bring home to his family. On the way home he was approached by several other shoppers and ended up selling the tomatoes at a 200% profit.

One thing led to another, boxes of tomatoes soon turned to truckloads, then warehouses full of tomatoes.

Several years later I was astonished to see the candidate, a little grayer perhaps, at an interview committee meeting as he was about to close on the penthouse in our building.

At the end of the interview the ex treasurer, now the chair of the interview committee asked the candidate for his e-mail, elaborating that the documents required could be sent quickly by e-mail.

The applicant responded that he had still not obtained an e-mail account.

In total amazement the chair asked how the candidate could not have an e-mail in this day and age.

The candidate smiled and told them if I had an e-mail the last time I saw you I would still be in the basement apartment, now I am going to buy the penthouse. Who needs an e-mail!

ex res manager, what a lovely story. Brought a smile to my face.

We don't because the card companies typically charge anywhere from 1.5%-4.0% of the dollar amount as transaction fees.

Why should we pay the vigorish and assign the costs to other residents?

Why should a shareholder benefit with points, mileage, etc at the expense of the other residents?

Nope not in our place.

We had a single instance where a shareholder was not getting the tax abatement. (Technically, the coop was not receiving a tax abatement for his share of the ownership of the building, so there was no money for the coop to return to him; it's not as though the coop were pocketing it.) The managing agent never noticed the shareholder's exclusion, even though they had records of everybody else getting it and DOF reported that he was excluded because his social security number was not on file with DOF(something that could easily have been corrected had anybody at the managing agent been paying attention). After the coop treasurer noticed this and brought it to the managing agent's attention, they blamed the shareholder (whom they never notified that he should file that info directly with DOF) and claimed that they didn't have his social security number in the first place. BS. Of course they had it; the got it when he acquired the shares about 3 years earlier. In my opinion, it was nothing but blame shifting. In any event, I believe both the shareholder and the managing agent then reported the SS# to DOF, and he is now geting the abatement. To my knowledge, nobody tried to find out whether he could get back-abatements from DOF.

Thank you for your info/response. We too are being given the run-around. Unfortunatly this hit almost 20 SH... and counting. The MA cannot even produce a list of SH who bought during the last three years...

We have just fired out MA, and my advice to every bM is to start checking the financial reports and follow up on work being done... Ask SH to cc all BM on complaints sent to the MA.

And even if you think your MA is doing a great job, keep an Email trail,, I dont have the time or space to list (two pages) all the mis-manangement (sh/financial/building) issues we had.
AT

Yes; we require the managing agent to keep records of all the business and we review it quarterly.

SO WHY DON'T YOU MENTION IT TO THE NEIGHBOR; NEIGHBOR?

First - it is a 2 fold situation.
The city does send out a form for all shareholders to respond to and second, the M/A gets a report from the city to update any new shareholders, and they report back to the city. They must have the s/h SS# or the s/h will not be issued a credit.
A report is sent to the agent annually, showing all apts and who is getting what credits. I recommend that you get your hands on a rentroll and a copy of this report and compare the names on it. You then may have to have the agent fix it and resend to the city, but there is a time cut off as the July taxes have already been billed and will not be revised with and changes.
The report also has a phone number on it which you can call or email.
I don't think that the city will do any retro credits, but it adjust the credits going forward.
It is the responsibility of the agent to review, update and submit this report every year to the city and for each s/h to supply the city with the completed forms that they send out. If one was not rec'd by the city, you should call the number on the report and they will assist you.

Good luck..

You present questions that require quite a lengthy response. My best suggestion is that you contact the managing agent and speak with them about your concerns. The chances of you removing a director are pretty slim. The best way to make change is to work from the inside which you are now in position to do. You should do your homework on the issues so that when you present them at the board meetings you are well prepared making it difficult for other board members not to see the light. There is always politics on a board to deal with so you are not alone. Don't let it deter you from your goals to make changes and improvements to your building.

I don't believe the agent can do anything to help, & it seems certain that going this route will telegraph your concerns & intentions to the Board. By the way you describe members & their attitudes/actions, they're entrenched & the agent's loyalties lie w/them.

When you talk about removing a Board member, the sponsor's votes count like any other owner's. 2/3 is not, of course, "simply majority." You don't specify building size, but it sounds near-impossible to reach the 2/3 likely required for removal without sponsor's votes [do the math: add sponsor's 24% to the shares of other Board members & you'd need virtually every other owner to vote, & to side with you].

Remember your responsibility is to other owners, not to the Board. You express concern about legal liability if you speak out; I suggest you should be concerned about your liability as a fiduciary if you DON'T speak out. The part about "not saying anything about or against the Board" isn't in your by-laws; it's common sense relating to the pragmatic business of achieving your goals as a Board member. You've already set yourself apart from the group, & they know this. If you go along & say nothing, you won't fulfill your responsiblities to fellow owners & you should simply quit.

Choose to stay only if you will commit to working for what you believe to be right. While it's probably not worthwhile to discuss your agenda with the agent, it might be a great idea to meet privately with the sponsor. Do so in the guise of wanting to understand, as a new Board member, the sponsor's views & objectives; if you can agree on certain shared goals, you have a powerful ally & stand to make real progress for owners.

Dear C/CS
I think your suggestions and advices are great! I will like to respond with more details since you bring up new questions to me. Unfortunately I do not have the time now but did't want to miss the oportunity to express my satisfaction with your response. It is very righteous and responsible, yet very inteligent. Thank you very much.

It can be enlightening to revisit certain situations to see how things played out. Andrew--is there anything you can share with Board Talk readers on the actions you took, on their impact, & on the status of your building governance today?

Board members serve at the pleasure of shareholders. If other BM are there is thanks to the votes of those shareholders who also voted you into the Board. Once a Board is elected, all positions are for grabs, including the Pres., Treas. and Secretary.

Now, that you have served a year, speak up and say, "Ï want to be president". There will be those who will accept your nomination and others who will vote against you. However, this is how officers are elected.

You are bound by confidentiality and discretion; therefore, you should not discuss what goes on at Board meetings with those outside. You may speak of general projects and issues if you are asked by shareholders, but your role is not to create rumors or the impression that the Board cannot do their work.

Obviously, if change is required, there is the role of promoter to serve as a catalyst for others to get them interested at the time of elections. Only by adding new members, you will be able to start transforming the composition of the board.

Don't be afraid to bring your ideas forward at a meeting. This is why you have been elected. Part of Board meetings is active listening to other point of views and even expressing ideas. This exchange brings third positions as we all can hear different reasons.

Good luck!

Your best bet is to speak with the co-op counsel. Who went through the process of forclosure: the bank or the co-op for lack of maintenance payment? If the bank did not claim the unit at city hall auction, and someone bought it, then the person has to clear the arrears and legal charges. Also, the person needs to complete a buyer's package and provide financial info before being admitted. If not admitted, then the person may have to sell the unit outright without being able to live in it.

This is very similar situation when a unit is part of a estate. The heir may have to show financial info, etc. to prove that he/she is able to carry the unit; however, if the co-op does not accept the heir, then he/she may have to sell it to obtain the proceeds of the saile of the unit.


AdC