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MANAGEMENT COMPANY RESPONSIBILITIES - DOUGM Sep 25, 2024

MY QUESTION REVOLVES AROUND LITIGATION WHERE COOP CORP IS BEING SUED ,,,, DOES THE MANAGEMENT COMPANY OR BOARD HAVE A FIDUCIARY RESPONSIBILITY TO INFORM THE SHAREHOLDERS OF THE CORPORATION OF THE CLAIM AGAINST THE COOP ONCE FILED IN COURT, AND GIVE THEM THE POSSIBLE RAMIFICATIONS TO THE SHAREHOLDERS? AND IF THEY DO HAVE RESPONSIBILITY, DOES THIS ALSO GO TO ANY PROSPECTIVE BUYERS BEING INFORMED OF THE ISSUES (AND IF INFORMED, GIVING AT LEAST AN OPINION BY THE COOPS LEGAL REPRESENTATIVE THAT THE COOP IS PROTECTED THRU INSURANCE, OR POSSIBLE FINANCIAL ISSUES THAT COULD OCCUR?) I BELIEVE THEY DO HAVE RESPONSIBILITY AND THE NYS ATTORNEY GENERAL, WHO HAS OVERSIGHT, MIGHT ALSO STATE IT SHOULD BE DISCLOSED.......... BUT I AM LOOKING FOR GUIDANCE HERE.... THANK YOU

> Join the conversation Comments (1)

My advice would be to ask the attorney who is handling the litigation on the co-op's behalf before taking any action, especially before making any information public. Even if something sounds totally innocent, publishing *anything* before getting your attorney's approval could do much more harm than good.

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What to say in Board Minutes - KAK Sep 21, 2024

Our board is debating a major construction project. There is disagreement about how quickly to proceed. At our last meeting, the vote to begin spending on the project passed by a slim margin, 4-3. The dissenting board members requested that the description of the discussion in the meeting minutes include their counter-arguments. I am the secretary and I agree, but wanted to ask the community for their thoughts. thanks KAK

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I served as my Board’s Secretary for 15 years. I strongly advise you NOT to include details of the opposing arguments of this vote - or any other vote.

Our attorney advised us that including details can only hurt the Board and the shareholders we represent in any possible legal action taken against the co-op.

So, let’s say your Board was discussing the possibility of renovating your lobby at a cost of $250,000 that would take 4 months to complete. I suggest writing your Board minutes as follows:

“The Board discussed renovating the lobby at a cost of $250,000. A motion was made to approve the renovation and passed by a 4 to 3 vote.”

That’s it. You’ve included the topic, the cost, and the vote. Your minutes are accurate and concise - and you’ve helped protect the co-op from future legal action.

If your Board disagrees with my suggestion, then ask your attorney for his opinion of what I recommended.

Good luck and please keep us posted!

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I believe in transparency. All the opinions of each board member should be included in the minutes. Omissions from the board meetings should be avoided.

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I appreciate the feedback. I've been doing some reading and have found that putting in the fact that alternate proposals were discussed and what they were (without attaching names to opinions) is accepted procedure for minutes. It actually protects the board from potential accusations that alternatives were never discussed.

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> Join the conversation Comments (1)

Like I said earlier, why don't you consult your attorney for his/her opinion on this subject? He/she knows more about potential lawsuits and legal problems than any Board member - myself included.

From experience, I will tell you that you better get used to accusations from shareholders - whether you deserve it or not. It comes with the territory. Have a thick skin.

Good luck!

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Does this include discussing the sanitary conditions or vermin in a shareholder's apartment, or maybe the need to start an eviction proceeding against a shareholder who is grossly delinquent with maintenance and assessment payments?

Providing the information suggested by Marty *is* transparency. Boards need to be able to talk freely and without hesitation at board meetings, otherwise good governance will be impossible and the shareholder community will be in chaos.

There is also the very real possibility of a lawsuit for libal if the information is not written precisely and legally appropriately. Que the attorney and possibly a large assessment.

Board minutes are almost always provided to prospective purchasers. I'm sure a prospective seller does not want to publicize the need for a major waste pipe replacement above their unit because the current pipe is heavily corroded.

As Marty stated, all that is necessary to be transparent is problem identified, problem resolved, and problem reported.

Are their any shareholders constantly demanding detailed explanations of board's votes? Suggest they run for board membership. If they're voted in, they've been empowered by the shareholder community to learn all about the damage a hoarder can do and who the hoarder is.

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Board President duties - Felipe Negron Sep 17, 2024

I am the Board President of my coop. Can I do a walk-through with a potential contractor and request a bid to present to the board?

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It sounds like the contractor will be doing work in a common area. If so, not only is it appropriate, but pretty much required. Someone from the board should always accompany any contractor on walkthroughs and other contractual interactions. The board represents the co-op corporation and has a fiduciary responsibility to protect the co-op in areas like structural and financial.

If you're new to the board and especially new to being president, I urge you to get in touch with CNYC (Council of NY Coops and Condos) at cnyc.com. They are the go-to organization for all issues relating to coop governance and management. They have a wealth of practical information available online and offer a full-day seminar for new board members. I urge you and your other new board members to look them up. I cannot speak highly enough about the work they do and the assistance they provide.

The very best of luck to you!

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Parking Waiting List Policies? - queens pres Sep 10, 2024

Board president here. I want to know how other buildings handle shareholders who get to the top of the garage waiting list but don’t have a vehicle.

It has reportedly been the (unwritten) policy of this building to require such shareholders to a) get a car, b) take their names off the list, or c) go back to the bottom of the list. However, recently a shareholder (and board member) was “shocked” to learn this and maintains that “most buildings” just allow such shareholders to remain at the top of the list. They would then be the first people offered every successive open spot until such time as they would finally like to buy a car. This person just so happens to have just gotten to the top of the list and doesn't have a vehicle, so I'm looking for some disinterested corroboration of this claim.

Anyone have experience with this matter?

I can’t think of a reason that allowing people to just remain at the top of the list forever would affect the fairness of the process (at least for those who join the list now - those who've already given up a space or declined to put their names on the list because of past policy might take issue with a change).

However, I can also see that it could become an administrative nightmare. And for some reason the idea makes me uncomfortable. it seems wrong somehow - but, like I said, I can't think of a good reason why.

Any thoughts or policy examples would be greatly appreciated.

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I see nothing wrong with your approach. It’s the same one I took when I was in charge of the parking waiting list of my 135 unit co-op. I looked at it this way…

To get to the top of the parking list took a minimum of 5 years. I was well aware that the shareholder didn’t have a car and had no plans of buying one. That’s because I kept offering them the next parking spot when it became available and they always declined because they had no plans of buying a car.

The #2 person on the waiting didn’t mind because they were then offered the spot that #1 declined.

I always remembered that the #1 person put in their time to get to that position. They waited just like everyone else. They didn’t jump the line.

The important thing was to always offer the available spot to #1. When they declined, I could offer it to the next person on the list. No harm, no foul.

I felt that this approach was fair to all.

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Getting BCL documents from the co-op - Bob B JR Sep 04, 2024

When I purchased my co-op I was never given a copy of the bylaws, the proprietary lease or the certificate of incorporation. A while back I started asking the managing agent for them and he basically refused to send them to me. I email him about it several times & even asked him in person at our shareholder’s meeting and 3 years later I still don’t have them. I also asked a board member about it when I saw him in the lobby one day. His response was “oh we’re rewriting the bylaws but I’ll look into it”. I finally asked the managing agent for the name & contact info for the co-op attorney so I could send him a letter but was told I’m not entitled to that information. I finally wrote the board and the president’s response was again I’m not entitled to that information. I tried contacting the NY AG’s office several times but they never returned my calls. Any suggestions as to what I should do short of a lawsuit which I can’t afford to bring?

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Hi

Why didn’t you get this at closing? Can you reach out to your attorney that represented you when you bought your co-op? Someone from your side or the seller’s side should have sent over the documents. Were you not included in emails during the buying process that you would see in the signature or the back and forth emails who the attorney is for the co-op? Isn't the co-op attorney at the Annual meeting? Do you get minutes for the Annual meeting and it would list the attendees.

Also go to the management company’s office and ask to speak to the President/owner.

Do all shareholders know that the bylaws are being revised? That should be communicated.

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All I got at the closing were my stock certificates and the house rules. The attorney for the co-op wasn’t involved in the closing. The attorney didn’t show for our last annual meeting. We don’t get minutes of our annual meeting.
When I was having a a big leak in my apartment for over 3 years and was getting no where with the managing agent or the board , he is incredibly arrogant and rude, I called and asked to speak with the owner of the company and he was out of the gate nasty and rude to me. 1/3rd of the way in our conversation he suddenly asked me if I was taping our discussion so that tells you where their head is. Our management company is also the former sponsor and they are notorious for being nasty. They own a lot of real estate and after Googling them their reputation is really horrible.

Myself and one other shareholder are the only people who will publicly address issues in the co-op it’s the typical complain in the laundry room and stay silent at annual meeting. Half the shareholders, maybe more, don’t even show up at the annual meeting. The vote for the board members is mostly done via proxy and the board just uses that to revote themselves right back onto the board. So no one communicates here.

I’m at a loss here in trying to deal with anyone. Help!

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I fully agree with Pooh. Culpability in your particular situation rests on your closing attorney's shoulders. They should have been vigilant regarding *your* interests, but it sounds like they were way out to lunch.

Copies of the BCL are not normally part of a co-op closing package. You can find them online.

As for the rest of your questions about rewriting the Bylaws, almost all changes to the Proprietary Lease and the Bylaws require a supermajority of shareholders. The House Rules are the only usual governing document that can be changed by a simple board vote.

Either you contact the attorney who handled your close if you can, or you may have to engage a new attorney to protect your rights.

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> Join the conversation Comments (2)

What about asking shareholders for copies? Maybe they have them in a PDF format that they can send them to you? I’ve done that to a few shareholders.

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I’ve spoken to a few of the other shareholders and they don’t have any of them either. Not the bylaws, the proprietary lease or the certificate of incorporation.

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I’m a little confused you’re saying that my attorney was responsible for making sure I had the documents and at the same time you’re saying they aren’t normally party of the closing package? Am I misunderstanding?
If I can find them online where would I look for the them?
Well they haven’t written one aspect of the bylaws that they sent us a letter about and there was NO vote on it at all. No one knew about it until they sent us the letter.
I can’t go back to my attorney he has since passed away. I have asked for the information for the co-op attorney and was told by the managing agent and the board that I’m not allowed to have that information. Somehow I don’t see how that’s right but I can’t even get them to talk to me.

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> Join the conversation Comments (1)

Hi Bob - I'm sorry I confused you. The one document you normally *don't* receive at closing is the BCL (Business Corporation Law) because NYS maintains it and the co-op board has nothing to do with it. Here's a link to it in Findlaw: https://codes.findlaw.com/ny/business-corporation-law/

The documents you *should* have received at closing that you will never find online because they are unique to each co-op:

* Proprietary Lease (PL). This defines your rights and responsibilities as a shareholder in your co-op corporation, and also your rights and responsibilities as a lessee of your co-op unit. The relationship between the two can sometimes seem a bit wonky, and it is, so if you don't fully comprehend how the two play together I suggest a little google research. Modification of the PL almost always requires a super-majority of 67% to 75% of all co-op shares (not shareholders and not just shares that vote). It's a very high bar to reach.

* Bylaws. These control how the board is to govern the co-op, such as officers, elections, meetings, required shareholder notices and reports (including an annual audited financial report), basic board governance stuff. It does not address the relationship between shareholders and the co-op corporation. That's the PL's job.

* House Rules. These are the rules describing day-to-day co-op operations and are often used to define and maintain the co-op's quality of life. Things like smoking, use of the building's common areas, sanitary conditions, entrance and exit blockages, fines, smoke detectors, etc. The authority to create, amend, and remove House Rules comes from the Proprietary Lease.

This is why having these documents is so important. They are essentially your Constitution and Bill of Rights. I understand about your closing attorney not being available (I'm sorry). If there are other shareholders in the same situation as you, you should join together to split the cost of hiring a good Real Estate attorney who specializes in co-op law. Don't go cheap either. Your coop apartment is probably your most valuable asset and you don't want to save a few hundred dollars today only to find yourself in deep doo-doo down the road.

Best of luck to you.

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Shareholder store furniture outside is apartment - Billy Joe Aug 18, 2024

That shareholder as right to store furniture in the basement without talking to the Board or SuperThat shareholder has the right to store furniture in the basement without consulting the Board or the Super.

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Very impressive. No shareholder has the "right" to store anything in a common area without board permission, or it's clearly delineated in the Proprietary Lease or House Rules.

The hallways in particular are off limits for any kind of storage. It blocks egress in case of a fire or other evacuation emergency. If the NYFD does an inspection and you're found to be in violation, you face a very hefty fine.

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zoom meeting - audree Jul 23, 2024

Hi,
New member here. I have a condo in Massachusetts on Cape Cod that I purchased Oct 2023. My question is regarding a zoom meetings. The yearly meeting is held the weekend of Columbus Day. I understand for an owner that they have never held a Zoom meeting. Not sure how that worked during Covid, but my question is: Do meetings legally have to have a zoom option for those who cannot attend. I will not be able to attend this meeting and will give my proxy to a neighbor in case of a vote, but would not need to do that if there was a zoom option. Is this legal to NOT have Zoom as an option.
Thank you for your time. I'm sure I'll have other questions regarding the running of this association as it seems there is one person who runs the show with a board who backs her ups

> Join the conversation Comments (1)

First off, let me say these forums are mainly used by NYC co-op board members and officers. Massachusetts co-op laws, codes, and regulations may be entirely different.

As far as I know, there is no official NYC governmental rule mandating the use of a video conferencing system. In fact it was quite the opposite. Sections in the co-op's bylaws requiring in-person meetings were relaxed by government edict so Zoom could be legally used to conduct official co-op business like the annual shareholder meeting.

You *could* try to modify your co-op's bylaws to require a Zoom option be available for certain meetings, but bylaw modification is a long and arduous process.

Good luck!

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Village's License for our Co-op - Rob Knepper Jul 19, 2024

Our small village, Kensington, NY, where our co-op, built in 1965, is the only multiple building in the Village, just passed a local law that requires a license application and extensive self-certified documentation they say is required under the NYS Multiple Dwelling Law. The fee for this license is $1,500 plus $100 per unit (96 units) every two years. This $ 10,000 license fee is unreasonable, excessive, and does not reflect any costs the village could have in administering the license.
(If we do not comply, by September the fine is $20,000.) We are afraid that additional money-grabing licenses could be initiated such as for the pool, gym, etc. Please, any ideas would be appreciated.

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You need to consult your co-op’s attorney immediately, especially given the September deadline.

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I completely agree with Marty. Full Stop.

I grew up in Great Neck Village and remember the reputation Kensington had even back then ('60s and '70s). Please take Marty's advice to heart.

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Minutes - Annual meeting & Financial report - Pooh Jul 03, 2024

When we have an annual meeting our board/attorney don’t take minutes which I find strange. If someone can’t make the meeting or even if you’re present and want to review what was discussed nothing is documented or distributed to the shareholders. I’m sure it’s a bit of just being lazy or they think if it’s distributed that someone might challenge something after the fact.

Oh I was also told by our managing agent that they don’t need to send out the financial report even after the meeting unless a shareholder asks. In other words there’s no legal reason that they need to send it out.

Your thoughts please.

I thought it was 2024!!!

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It sounds like your board/attorney and MA have a cozy arrangement. As far as I'm aware, most of what you describe goes against co-op regulations or is illegal.

Since it seems most of the people in charge of your co-op are colluding with each other, you'll probably have to engage an outside individual or entity. One that comes to mind is the Real Estate Board of NY (REBNY). They may not be able to help you but might be able to point you in the right direction. You can also try the Attorney General's office to see if they have any departments set up for this situation.

Ultimately, you'll probably need to contact an R/E attorney who knows co-op law and has no connection to any of the groups you mentioned. It's not going to be cheap, but right now you have no idea of the financial state of your co-op or whether any fraud or embezzlement has taken place.

Good luck.

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> Join the conversation Comments (1)

Hi

I have a financial report and anyone who attends gets it but if you don’t he was saying that they don’t have to mail etc and if you ask for a report they’ll send it. My issue is why aren’t they more proactive and buttoned up about important documents like this and just send it to everyone? I really don’t care what the managing agents says he likes to have the last word even though he works for me/us!

Minutes issue is strange. I think because there are older board members they’re not exactly current on how things are done nowadays.

Transparency is key!

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Mice infestation :-( - NYC Jun 19, 2024

Hello, my community has had a mouse/ rat infestation lately. Many shareholders have complained... The exterminator will put glue traps in the apartments but does nothing outside. There are Rodent bait stations outside but the exterminator said it is not his job. Does anyone know who is responsible for the maintaining those stations?

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