While nothing is a better deterrent then razor wire, (with the exception of electrified fence) we have used instead, motion detectors with alarms to our lobby in conjunction with one or two additional cameras. Signs posted stating surveillance and motion detectors seem to work. There is the occasional false alarm from birds or just wind but other then that it does work at least for us.
Cost is reasonable.

Pgrech is right about the alarm. It's a good option, but make sure you have a clause in the contract that covers the alarm's malfunctions. We used one but if often failed to work and getting a money back for the times it was broken was not easy.

Thank you, Pgrech for your helpful response.

Two years ago we refurbished our indoor double level parking decks. Before groups of residents were dislocated, we worked with the township and obtained parking in the municipal lot (we paid for spaces) and we arranged for a local taxi service between the municipal lot and the building (24x7) via a telephone call.

Alternatively, folks could elect to park on the street.

Either way, there was no diminution of monthly recurring parking fees.

I always found it best when taking over a building to make three lists. One Prioritized, one based on cost and the other by simplicity.
Then I begin to knock the simple ones while working on those that are Priority yet with in budget.
When faced with multiple issues, multitasking is important and delegation allows more to get done. Always keeping in mind that Resident Safety, Health and security are TOP issues.

Pgrech

The new board took over and is already discouraged???

Well, it's all a problem of breathing in-out technique and understanding that the computer was not invented by Adam and Eve or Second World War did not start nor won in one day. IN other words, there are many things to accomplish but a few that we can humanly and financially accomplish in one year.

The problem is vision, will or tenacity and making sure you stay on course. As PGretch stated, prioritize is the #1 lesson; divide an conquer is the second lesson. So, once you prioritize according to financial returns and safety to the co-op, you must understand what are the financial resources the required to do #1, #2, #3 priority, etc. Then proceed according to financial resources, safety concerns and shift priorities if necessary.

Once you do this, state your goals for the year as a board so you know what you are to accomplish (divide and conquer). Don't try to be overly ambitious. Being modest about your goals according to your maintenance and reserves makes the task easier. Every year as you complete or achieve the goals BLOW the trumpet loud and clear to shareholders; they will become awayre that you have done something positive and at least, you pad yourself in the back -- no one will do it for you!

Finally, don't dwell in the past. Look forward and don't try to find justification by digging the past. The past is only good to know payment history so that you don't pay double; to know what was done that may not need to be done again. The past only drags your progress. Turn over the page and think of what you need to accomplish. Otherwise, it becomes a justification for not doing anything positive.

AdC

Establish a long term objective (ten to twenty-five years) with a plan to meet the objectives.

1. For instance, one objective could be never to reenter the debt market.
2. Another objective is to eliminate all long term debt ten in twenty years.
3. Still another is to fund capital reserves and capital projects via assessments each year.
4. Eliminate any outstanding receivables greater than thirty days to less than 1% of monthly income.
5. Ensure that all contracts are put out to bid and assessed by competent outside consultants.
6. Reduce dependency on single suppliers


The plan can be:
1. Obtain an engineering assessment of the infrastructure within four months as required by AICPA rules.
2. Obtain a line of credit to be used only for “capital improvements” until the assessment income is available, to then be repaid each year without fail.
3. Increase monthly maintenance each year between 3% to 5.5%.
4. Establish a program to require capital assessment each year equivalent to one time or one and one-half times the gross monthly maintenance; to be collected over a six to nine month period such that funds are isolated from maintenance for IRS purposes.
5. Establish committees with friends of the “board” and with one or two board members on the committee for key areas: capital projects, maintenance of hallways and lobby; maintenance of heating and cooling plant; etc.
6. Establish a rigorous program with attorney to require payment of receivables.
7. Employ “industry experts” to assist in creating and evaluating “bid packages” as part of standard program for all major contracts bid.
8. Require that all purchases be made from multiple suppliers (round-robin) so that dependency is eliminated and maybe, not nice to say, collusion.

Use a few simple rules such as above to be the guiding light. Too many and it will be difficult.

Yes, it can be done. See my posting a few questions down.
http://disc.server.com/discussion.cgi?disc=94379;article=8107;title=Habitat%27s%20Board%20Talk

Jeff - PGrech's advice on dealing with issues is sound - make 3 lists by priority-cost-simplicity.

If, as you say, your issues are so overwhelming, this may help: Sort them first by "subject" - financial, building, staff, owner problems, rules/policies, legal, etc. Each board member could work on a few subjects and sort them by priority-cost-simplicity (the 3 lists), then the full board can tackle all issues on each list. Delegating does get things done more effectively and quickly, assuming people given certain tasks don't slack off.

When you have many issues and each one keeps unearthing even more problems, you have to say "Wait a minute. We have to get organized before we can accomplish anything."

If the board is overwhelmed, which can happen to a new board, perhaps getting a consultant of sorts may help to give you an detached opinion and help guide you. Having both new management, and a new super, with a new board is tough going at first. Not sure if new managing agent is detached enough for that.

It is an option the board may concider.
Pgrech

Read the "Bible" of the co-op, i.e., your by-laws to determine who attends, who gets elected and, if still the "bible" is in doubt, ask your co-op counsel. Also, how does your proxy read to know what powers it confers. Perhaps it is an issue of speaking with your counsel and have him/her review/prepare your proxy. I cannot see how in the WORLD co-op boards as so fullish not to have your counsel revew the proxy so that you get "NO SURPRISES."

AdC

need a striaght informative answer. thank you - we do know people can come bearing signed proxies - the questions is - can they be rent regulated tenants - can they be anyone?

It is my understanding that ANYONE may attend an Annual Meeting if they hold a signed proxy, and may vote that proxy however they wish.

Ask your co-op attorney to get a straight answer.

Big Al: Unless coop governing documents say otherwise, a person doesn't have to be a shareholder to be appointed as a proxy. But he must attend the annual meeting if any issue including board elections will be voted on, otherwise those shares cannot be included in any tally. The exception is if a proxy form lets a shareholder cast a vote for specific board candidates - or states issues to be voted on and lets a shareholder check off a "yes" or "no" vote for them. As far as I know, anyone who's a proxy can ask questions at an annual meeting. Check this with your attorney. My board's always felt that rental/sublet tenants or anyone else in the bldg who isn't a shareholder shouldn't be allowed to be a proxy because they shouldn't be privy to all the coop's business. A debate.

I will come back later on the topic, but just one thing that caught my eye...

"if I want to be an enlightened shareholder...and possibly serve on the board in the future."

Even if you need a flashlight to become enlightened, there should be no excuses for not taking the interest and serving on the board. There are many areas that a board oversees and needs to take decisions that require plain common sense. Similarly, not all board members have to be lawyers, accountants or engineers so that talents may be shared. What a board member needs is above all common sense, fairness, desire to participate, learn and work for the good of the community, honesty and an open mind as well as willing to leave the nonsense out.

So, don't let you or others deter what you think will be to your benefit as well as others. If you started to inquire about the figures and what they mean, you are in the right path. Attend the annual meeting and ask the accountant if pressent to provide more information on those items that catches your fancy on the report. Remember, there are no stupid questions, but stupid answers.
AdC

What to do when asking accountant for explanation of a particular item on the financials & you are given an answer or non answer & brushed off.

I assume you're asking the co-op's accountant and that you're not on the board. (If you're on the board and he/she won't answer, get a different accountant.)

The accountant may feel that he/she doesn't have to answer a shareholder's specific question because he/she cannot bill for that time.

I would ask the board treasurer, and if the treasurer doesn't know the answer off the top of his/her head, ask for an answer by the end of the week (or something like that).

If you still have no response, ask the treasurer again. If you haven't heard back, ask the board pres. If you still have no answer ... you have a recalcitrant board. Ask the question at the annual meeting, and, better yet, get a few other shareholders to repeat the question after you if you get a brush-off.

I'm curious to see what others suggest.

Steve

You may ask the independent board accountant any question regarding the audited annual report. After all, the accountant certified, based on management records, the accuracy of the report as far as how it was prepared.

The accountant may not know day to day information because the independent accountant is acting in a capacity of independent auditor, i.e., it takes the figures from the management's accountant and spot checks expenses and receipts to ensure that consistent accounting practices have been observed. A co-op may engage the auditor to do more frequent audting on records, i.e., quarterly, semi-annually, etc. to ensure that management practices are followed consistently and also ensure better knowledge o the records. IN the process, the independent accountant may be more careful with the way capital reserves have been spent.

If you were to ask questions to the accountant, you may first ask a friend who knows about accounting to review it for you and provide you with some insight. The person may provide you with some relevant questions that you should ask at the meeting.

AdC

Tell them that was not an adequate answer and ask again. And keep asking until you get a more satisfactory answer. Do not allow anyone to brush you off. Especially when it comes to your money

Put questions in writing to which were not answered & after sending numerous letters & a mandate from the board, was eventually answered with same answer given previously & no supporting documentation which would have actually answered the questions. It was also documented to accountant approximatly $70,000 missing according to the managment report for checks paid which were actually not & for money placed into a "phantom" account which has disappeared as shown in the management report. $$ have been missing for over a year & to date no response or comment from accountant. Board is apathetic with the exception of a few who are in an uproar over missing $$. I am banging my head against a wall!

As AdC says, one thing board members need is common sense. The same goes for shareholders who look at a financial statement to determine a coop's financial health.

Bill Gates once said, "A key to understanding how well the dollars and cents are spent is understanding the decisions and sense behind their outlay." Allan, compare figures for 2006 v. 2005. If a liability category was much higher in 2006, question it. Why were apt repairs $85K v. $25K? Question whatever jumps out at you. Check "Administrative Miscellaneous". It includes items like phones, messengers, printing/postage. Money may be spent unnecessarily on such items, or extraneous costs may be buried in there.

Check "Account Payables." Some unpaid bills carry into a new year, but if they were $180K v. $55K, ask why. It could be due to tax/insurance/fuel hikes. Or unexpected costs in a specific year for, say, legal fees. It could signal that funds aren't being managed well or the coop isn't taking in enough money to cover its regular expenses.

There's a lot to consider in determining a coop's financial health, but common sense should alert you to what seems right or not, whether you're a board member or not. Another quote from Bill Gates: "I'm not as concerned with the facts and figures as I am about the facts behind the figures."

Both BP and AdC are absolutely correct in both their points.

Let me add a couple of things to look at on your financial statement.

Under "Assets," check to see how high the "Cash & Cash Equivalents" is. That's the money in the bank -- savings. It's the money that pays the everyday bills, and it's the money held back for a pipe break, facade work, or boiler breakdown. That is, major expenses. The bigger the amount, the less likely shareholders will have to face an assessment.

(So how big is big enough? Our accountant says a rule of thumb -- and it's just that, not a rule -- is to have reserves equal to three months' maintenance. If you don't have that figure, and if you want to know how to find it based on your financial statement, respond to this post and I'll walk you through it.)

Second, under "Liabilities and Shareholders' Equity," look at the Income category. This will show how much money comes from sources other than the maintenance fee. There are probably several categories.

You may see an assessment or a surcharge, for example. Those are typically added to maintenance fees, which you will pay (unless those charges have ended; ask your lawyer or a neighbor).

Of all the other income categories: Add them together. Are they together more than 25% of the maintenance income (called "carrying charges")? If so, that's a good sign that the building makes money in ways other than charging shareholders. Typical categories are rental income from retail space and the fee from having cell phone attenae on the roof.

Then, below all the expenses, look at "Excess after depreciation and amortization." You want that number to be positive, because it's the co-op's profit (in very general terms). That's money that goes in the bank to save for a rainy day -- for emergencies, capital improvements, or a remodeled lobby.

Finally, read the supporting notes. Accountants say that these are the most important parts of the financial statement. The notes will tell you what's going on financially, what the big purchases were, the size of the mortgage, whether the co-op has other loans or a line of credit, how many apartments are still owned by the sponsor (if any), and any significant event that happened in the new year by the date of the accountant's letter (the cover letter).

For example, an accountant told me that in one of his client buildings, he had to include mention of a fire that happened in, say, January 2005, even though the financial statement was only for 2004 and 2003. That's because repairs to a fire would have a financial impact on the building.

Good luck!

I've just come across another source of good questions for the novice to ask about financials. It's in the April 8 Times real estate section, a whole article about questions to ask before buying (one section section is about the financials).

It has to do with comparing certain categories year to year (if your statement shows two years: the current and last year's numbers).

If you can't find it on-line, a library can for you.

Re: the proposed bill requiring coops to give buyers the reasons why they're rejected in writing, it was discussed yesterday on The Brian Lehrer Show on WNYC-FM Radio. Bill sponsor, Councilman Hiram Monserrate, was on the show. It was about 20 minutes long, with callers arguing the bill's pros and cons. To download the audio, go to www.wnyc.org then go to The Brian Lehrer Show Archives link. The show is "Rejection Made Clear" on April 26.

There was also an article on this in the NYTimes on April 21 called "Pushing Coops To Explain Why You Can't Buy." You can download it from the archives at www.nytimes.com.

This is a hot topic. Most surveys indicate that a great majority of shareholders in NYC favor the bill but an even greater number think it won't be passed.

Hi, BP,

I heard the segment on WNYC. What surprised me most was when Brian asked Councilman Monserrate (this is a paraphrase based on my memory), Were the real estate agents pushing hard for this bill?

And the Monseratte said: "Yes."

No wonder real estate agents would be given grounds to sue if the bill passes! I have never heard this point made in any discussion of the bill. If co-op owners knew that their buildings could be sued by buyers' agents -- many of whom have staff attorneys in their real estate offices -- those owners may feel differently about the bill.

After all, everyone *should* be opposed to discrimination, and in *favor* of corporate transparency.

But this bill aims to reduce the independence and rights of boards, and expands the category of protected classes to include their real estate agents.

Hi Steve,

I never heard of RE agents getting the right to sue a coop in any discussion of the bill either. We had an open house last night. The two agents handling it were in the lobby. One of them heard the WNYC show and were discussing it.

I asked if they're for the bill and agents' right to sue. One of them said, "I'm out to make a commission. I'm sick of boards rejecting people and making me work harder. If I can sue and get money for the time I spend on rejects, I'm all for it." An owner (never on the board) walked by, heard this and said, "Maybe you should focus more on finding qualified people who'll make good owners and neighbors and less on making money as fast and easy as you can. If boards should be accountable for good ethics and practices, so should you." Can't say I disagree with that.

I should clarify my point about suing.

The bill does not give injured parties the right to sue. It gives them the right to make a complaint to a city attorney, who can then file charges.

But the bill does, in fact, include real estate agents. Under Chapter 11, Section 8-1102, Paragraph C, " 'Proper party' means a person whose application has been rejected or a real estate broker who would have been entitled to a commission ..."

Later, in Section 8-1105, the bill allows "each proper party" to receive from a co-op found guilty fines ranging from $1000 to $25,000.

So no, real estate agents couldn't sue. But they would reap the benefits of a guilty verdict -- and would have reason to encourage a city attorney to file charges.

I am all for freedom of responsible speech and for the right to know. I am also for the right to protect the coop and condo and all shareholders. Why limit the lawsuit just to the person/s denied and his broker? Why not add the contractor and moving company as well as anyone else whom would have made money if the deal went through?
I think the key word is responsible. If the bill does pass, there has to be some legal protection from lawsuits for the coop/condo and all involved. Other wise it wont be responsible.
Just my 2 cents worth.
Pgrech

I agree, Pgrech.

Why not add the buyers' lawyers and the guy who sells moving boxes and packing tape?

The reason was revealed by Councilman Monserrate yesterday (he's the sponsor of the bill) on Brian Lehrer's show on WNYC.

As I remember it (this is a paraphrase; check a previous post here to find a link to a podcast of the show), Brain asked if the real estate community had been pushing for this bill all along. Monserrate said Yes.

* * * * *

I should point out an error I made in my original post. Under the bill, no one gets the right to sue, but rejected buyers and their real estate agents can complain to the city, which could then file charges; if a co-op is found guilty, both the buyer AND the real estate agent would be awarded damages of $1000 to $25,000.

Any lawsuit would come as a result of the bill's requirement that boards put in writing the reason for the denial and swear to its accuracy. The rejected buyer could then hire a lawyer to sue with the letter as evidence.

Obviously, it is not just one person that the new group wants to "dethrone," but the entire board since they are running as a slate, according to your words.

The main thing is not how long your friend has been on the board, but what has he done on the board for the co-op that a group of new shareholders has such a negative opinion of the person? Obviously, "the friends of joe blow" and joe blow himself can also mount an aggressive campaign if this were so important to them. Again, the use of the proxy is important to attain a quorum, but to keep others out just because a person works well with the others is not giving opportuniy to the course of history to take place.

Finally, I don't know what board members will give up their posts just because joe blow cannot continue on the board. Is this just a problem of a clan being perpetuated and being "dethroned" by another clan? If this were the case, then perhaps the new slate has a point to get joe blow as the rest of the board are followers.

Sorry for just not supporting your cause. If joe blow is not elected, all board members should stay to work with the new person. Perhaps the new person will change his/her mind regarding board service.

AdC

AcD, I do see your point. But the new person who wants to get our board member (the VP) out is actually a trio, three persons who: a) all live here barely a year, b) are tight with each other (two are first cousins), and c) share an agenda that would do nothing to benefit the coop or all owners - only them + one nearby couple who are seldom seen, show no interest in the coop, and never attend a meeting.

The trio is running as a slate, not because they don't like the VP or his work on the board but to get majority control (3 of 5) and do what they want. All are first-time owners, no experience on any board, and until recently had their own clique and made no effort to get to know anyone else.

Our board likes the VP because he's honest, fair, creative, responsible, pleasant, and has years of experience and knowledge of coops. The longest other member if reelected would be in his third year. The board fears if the trio is elected, they'll outvote the other two anytime they want. We know they want to spend a good amount of money on things only they will benefit from because of where their apts are situated and what's around them. We have maintenance jobs we have to do, and we plan to decide in the coming year how to pay for the new roof, boiler + security system we know we'll need within 2-3 years.

The trio wants to use the reserves we have for their "pet projects." They may not be reelected next year (doubt they would be after owners have a year of their ineptness). But they'll eat up our funds this year, get what they want, and leave the dirty job to the next board of asking owners to shell out more money than they would have had to if we still had our reserves for the big upgrades in 2-3 years.

This isn't just my impression of the trio. They constantly tell our board what they'd do if elected, and our managing agents (we have two) say they hope the trio isn't elected because they feel they'd be hard to work with and their interest are very obviously self-serving.

This is a tough one.

I'd have thought there was no reason why a candidate (current board member or not) could not ask any shareholder (resident or not) for his/her vote or proxy.

Your attorney's counsel should be taken seriously. If that's his/her final answer, I guess you have to stick with it, but I'd try to find out if there's a way everyone could have the same contact info.

For example, in my 43-unit building, we circulate a list of all residents. Those who want their phone numbers and e-mail addresses included give that info to the board (most people do). So all residents have the same contact info, although the board has access to more.

It may be tough to get such a list started now, though, if your election is soon.

Is it true that shareholders' addresses of record cannot be shared with all shareholders? I'd push your lawyer to find some legal & ethical way to make it possible to campaign with everyone.

In the meantime, make appointments with shareholders in the building to explain why you and your pres should be elected! My co-op went through something similar five years ago. A majority of the board were newbies without a clue; two newbies resigned half-way through, and sanity returned. But it was a rough time for the building.

Good luck.

steve w

I don't see how one person is going to be outvoted and three individuals are going to step in, except if other board members decide not to elect themselves. Well, it is a decision of the followers who wish to leave the board who are at fault as well.

If your board has done wonders, why three monkeys who are hardly known will take over? I have many times said that boards should blow their own trumpets. It means repeat as many times the good that has come out in terms of services, repairs, discipline and all the minor things that constitute the backbone of your builidng.

Obviously, the worst thing that you can do being overcome by panick. Board members are at a vantage point, similar to the banker in a casino. If you leave the hand to others by not being savy at politics, you have no board. For your info, shareholders remember good board members, so mount your campaign and if you were to lose, well blame those shareholders who do not appreciate your efforts.

AdC

Time for a change man, let it go......

Big Al, your reply about the owners who want to get rid of our longtime board VP is that "12 years is too long" and it's "time for a change, let it go" -- ?

So, he shouldn't run again and we shouldn't care if a slate of three owners who know nothing about coops and only want to serve self interests take majority control of the board? That is change but it's not the kind of change I'm willing to sit by for and accept.

If someone in your company is doing a good job, likes what he does, works well with everyone and still has a lot to offer but he's been there 12 years, should he quit or be fired - especially if he's replaced by inexperienced, inept people who aren't looking out for anyone but themselves?

If a board member is voted out because a majority honestly feels change might be good or someone else looks promising but there are only so many positions and someone has to go, so be it. I'm all for new people who may improve the system and add value to a board - but one or two at a time. They shouldn't be allowed to come in and run everything from day one. No responsible corporation would do that.

Change means different but it doesn't always mean as good as, or better, than what you had. You of course don't know that until it's tried out. But sorry, Big Al, I don't think change is good just for the sake of change.

you seem threatened by the new people. how can you be sure their agenda is so awful for the building?

Big Al - I personally am not threatened by the new people, but they've told the board and managing agent what some of their plans are. They also said they don't want to disclose the plans to all the owners yet, and if we do they'll deny it and make it sound like the board are "poor losers" and are lying because they're afraid they'll get voted out. As I said previously, they are close (two are cousins)- and in case you're thinking they may be just "kidding", no they aren't. They're dead serious.

Example: We renovated our lobby in July '05, cost $65-$70K. Decor is traditional. It was well-done, blends nicely with the rest of the bldg, is comfortable. Brokers and visitors comment on how nice it is. This group doesn't like it and wants modern or Art Deco. They aren't even board members and they already brought in two designers and got design plans from them on spec + rought estimates. The lower one is $110K. OK, not everyone likes the same thing, but we've gotten no negative comments from anyone about the lobby.

So we should let this group take control of the board and uselessly spend $110K of coop money that we need for other important projects? That's just one example.

BTW, the coop sponsor who still holds 20-25% of the shares told our attorney this group has been "pitching" him and he's thinking about giving one of them his proxy. So, what do we do now?

thye sound like they only have their own agenda's at heart. is your lobby nice or ugly - you really have to ask youself. maybe it does need help. no - nobody agrees all the time tastewise - but there is good tast and bad taste. there really is. if this is their primary agenda, and the lobby is really nice as is, then you should be concerned.
sponsor's donot like money being spent. indicate that will happen .

Big Al: I appreciate what you're saying, but the new lobby isn't even 2 years old. We've had no complaints and we do get compliments. We have a lovely marble floor. A few nicks were filled, the floor was cleaned/polished, and the lobby was designed around it tastefully in complementary colors.

Redoing the lobby is this group's primary agenda. It's one piece of it. I can give you other examples of their "plans" that border on ridiculous. OK, one. Rip out the sidewalk in front of the bldg (that we totally repaved last Sept) and replace it with beige-color PORCELAIN tile.

We'll try telling the sponsor what this group wants to do, but they say if we tell anyone they'll deny it. The sponsor always votes for the VP that the group is trying to get rid of. I think he should lead the board in this revelation to the sponsor and hopefully he'll be believed.

Typo in my last reply to Big Al. I meant to say that the lobby IS NOT the group's primary agenda.

In our building the co-op has had two presidents in twenty-five years.
We have seven board members (including the president of course).
In twenty-five years a total of fifteen individual have served on the board.

In our twenty-five years:
1. We have paid off an $8,300,000 mortgage without ever refinancing it.
2. We have expended $15,500,000 in capital expenditure, more so in the recent past as the building ages.
3. We have the lowest total costs per month for a luxury co-op in our area and for that matter in the county and neighboring counties.
4. We are contemplating a switch to condo and guess what? The residents have no need to accept the burden of unfunded and deferred capital expenditures or unpaid mortgages.
5. We have no term limits.
6. We are self managed.
7. We have had two building managers in this time period.
8. Was not assessed any underfunded union pension fund levy when the workers’ union ceased operation.


A neighboring building, virtually identical in construction and size; and which became a co-op on the same day as ours, has in twenty –five years:
1. Ten presidents
2. Fifty-five board members
3. Ten different “management” firms.
4. Twenty different managing agents.
5. Was assessed a substantial under funded levy for their workers’ pension fund when the union representing the workers ceased operation
6. Refinanced twice, the last time very recently wherein they paid a prepayment penalty of about $2,000,000 on an outstanding $8,000,000 principal balance and then assumed a $20,000,000 “new” mortgage (10MM of which paid off the old).
7. Expended $7,000,000 in capital expenditures as compared to the building above, which politely means that about $7,000,000+ in capital expenditures have been deferred.
.
So if you were doing a case study as to “term limits”, what is your vote?

what is your address? you are very lucky to have such a well run building.

what is your address? you are very lucky to have such a well run building.

Teds building is the Utopia CoOp we dream of. We are the exact opposit, (are we the building next door) but with Email/ShareholderPower, we are making very big dents into our problem.

The base of our problem? The sponsor continues to have enough votes to put his pals on the Board. We have one board member (15 years) who has been caught forging documents -- twice, breaking bylaws, work without permits and the list goes on.

It took the Shareholders two years (and two Board members who are voted in by the Shareholders) to fire a Super who had been caught stealing, taking kickbacks (he wrote letters of admission and apology) and doing major renovations WITHOUT permits. HOW? Email/ShareholderPower!

We now have a Manangeing agent who should be fired, but again the sponsor and his special friends on the board, who can only see the little picture (thier personal agenda) and do not seem to understand that the (very big and expensive) problems being created by this Manangement, will be money out of their pockets.

We have contacted the AG's office, and they are getting back to us,, whatever that means.

We forced the board to put Term limits on the ballot, but because of the power of the Sponsor, we narrowly lost. But getting this on the agenda, was a win and we are not giving up.

POSITIVE ADVICE:
The Internet is changing things. Through Email it is easy to communicate and organize. Last year this special board member and his pal at the manangement co. tried to sign a contract for about $10,000 work -- we had already compleated and did not need. We (shareholders) stopped this by sending out communications through the Internet. In the past this contract would have slipped through, each of us would have wonderned about and paid the extra few hundred dollars. BUT, after being caught, and beseiged by shareholder Emails, they backed off... Email Power

Email now makes it easier to become part of majority. It may take time but Together we are going to pass term limits, and get rid of these bums! Email Power

Keep up the good work. There are many coops in you situation. Mine is one of them. Went to AG's office but to no avail. Keep trying if the AG's office receives numerous complaints about the same thing we might get someting done.

Thank you for the encouraging words. And you are right, if the Ag's office hears from enough of us, they may take up the cause of Shareholders, who are victums of out-of-control boards. We are going to bombard the AG's office with letters.
A group of owners, after being ignored by the AG, bought tickets to a fund-raiser, and when the A-Q discussion, stood up and presented him with their petition and the fact that his office had ignored them.
Our situation is becoming critical, in that these board members dont seem to care that the management is ripping us off, and that the building renovation could hit a million dollars...

We worked with the sponsor and in turn the sponsor has divested (sold) all but the protected seniors’ apartments (about ten). It may be an option to pursue.

As indicated, we are contemplating a conversion to condo.

In this case, we have engaged the sponsor (yes, the original sponsor) who has remained active in the residential market to manage the conversion effort. Consideration was given to the fact that the sponsor has contemporaneous experience with coops and condos, bylaws, legal requirements local to our community and NJ.

While our shareholders are aware of the anticipated fees, let me just assert that we have negotiated extremely reasonable terms, far better than we could obtain from the “specialist” firms that we interviewed.

Achieving long term objectives

Based on the fact that our long term program was to eliminate all debt, to create a reserve fund, to fund capital projects when required (without undo delay) and to maintain or improve the quality of the building, and thus the quality of life for residents; we find it prudent to “campaign” for the individuals we recruit for the board.

Yes we recruit individuals who will assist us in meeting our long term objectives.

However, as we have has only a limited turnover of board members, this has not been a yearly effort. Yes, we stand for election every year based on the original by-laws which have not been amended.

On the other hand there have been from time to time on an irregular basis one or several shareholders who have stood for election. In these times, we may heighten our campaign. Even so, it is very low key. Essentially, we enlist “friends of the board” to solicit proxies for incumbents and any new board members that we have recruited.

If your board has done wonders, why three monkeys who are hardly known will take over?

I have many times said that boards should blow their own trumpets. It means repeat as many times the good that has come out in terms of services, repairs, discipline and all the minor things that constitute the backbone of your builidng.

Ted, you exemplify my saying. I'm sure your board does not only blow their trumpets by stating their accomplishments over the short and long range, but you are doing it here too!

Congratulations!

Another thing that needs to be pointed out is that you probably have an excellent Admissions Committee in place that makes sure to select those shareholders who fit the culture of your building. Finally, I have to say that, your building probably has a stable population. If the turnover of the board in the building has been virtually nill, it means that your residents remain in the building, not the average 5 years, but probably 10 or more. Consequently, your population must be mostly middle aged and/or semi-retired. Obviously, the goals of a corporation change according to the population and yours seem rather stable.

AdC

Should you fire the agent because the financial statement wasn't done? Nope...not something the agent controls.

Should you fire the agent because you were denied a shareholder list? Nope...that's the board's call.

You should fire the agent, after you've put a competent board in place, for arguing that there's no point in having a shareholder meeting without financials. Obviously, you have much to discuss & work out.

You're doubtless required to have a timely annual statement. Since that's in the works, I suggest you focus on the future. Keep in mind that it's the board president that calls a meeting, not the agent. Put pressure there.

However, you state that half your board is new...that implies an election, which implies a meeting. Was that before you purchased?

It is the responsibility of the Agent to procure the material for the financials to the accountant. Therefore he does control the statement.

Since the agent sends out all the monthly billings he/she
has the necessary shareholders list to supply.

It is necessary to have financials for annual general meeting therefore the agent should see that they are available to the board. Putting pressure on a board president to hold a meeting is just waste of effort if the financials are not available on time.

I respectfully disagree.

My main point was that in this situation, shareholders need & deserve a forum at which they can ask questions & learn why they've been so poorly served. If the financials aren't available by the meeting, the main agenda items should be what went wrong, when it will be fixed, & what's being done to prevent a recurrence.

Both the accountant & agent report directly to the board. If either or both haven't performed, the board is responsible for taking corrective action, & for informing shareholders.

Of course the agent has a list of shareholders...but it can be released only at the board's direction.

I agree withi C/CS: the board is responsible. The agent and accountant are employees and act at the board's instructions.

And there is, in fact, you can do if the board is in violation of its bylaws and/or proprietary lease in re the financial statement. The state attorney general's office oversees corporations (of which your co-op is one). See this page for help:
http://www.oag.state.ny.us/realestate/coop_prob.html

Note that the a.g. recommends, as have others here, that you are familiar with the requirements in your organizing documents before contacting them or hiring a lawyer.

Steve W

This (BELOW) is from the AG's office. We recenly discovered that our manangeing agent/board had not kept an up-to-date list of shareholders -- which is one of their most basic responsibilities.
Many of your questions can be answered at this link from the AG's office

http://www.oag.state.ny.us/realestate/coop_prob.html

THE FOLLOWING IS CUT AND PASTED DIRECTLY FROM THIS SITE:

The corporation must keep minutes of shareholder meetings and correct, complete records of names and addresses of shareholders which it must make available for inspection by a shareholder or the shareholder's agent or attorney. (BCL Section 624)

Yes...boards are absolutely required to provide current shareholder contact information; in practice, they often fail to comply. This is one of the most common tactics used to discourage/disarm effective opposition to incumbents.

Though the BCL is plain on this point, I've never seen an agent provide data against a board's wishes.

Check all your corporate documents - bylaws, articles of incorporation, occupancy agreement - It should be stated in at least one of them that you must get your financials by a certain date - It is in mine but they are always very late - the reason for this is that the board is not doing their jobs, and why are they willing not to have financials on time and of course when you do not receive financial information there is always the question of why - what are they hiding although how many people really know how to read them and you don't have the backup information - Unfortunately there is no agency to complain to which again is why anyone can and does do whatever they want - as to holding board liable that you have to check with lawyer - not necessarily the lawyer retained for the board - because it should have been his duty to make sure that you have the financials - how do you have annual meetings without financial information - not saying that what is in the financials is correct information

thank you both for your thoughts, BUT yes that is one of the problems, we have not had a shareholder meeting in the whole year I have owned (14 months now), and obviously for sometime before then, considering the last financials anyone has for the building is 2004
and yes potential buyers into the building having to wait 2 months for 2005's financials that are already over a year late does make them and ME wonder what is wrong with the financial condition of the building.( if they are not among the 2 that voided their purchase contract's)
On top of the fact that we were just handed a 10% maintenance increase to meet our budget (the boiler and a steam pipe burst this winter) ALTHOUGH, they wasted our reserve money this past Fall to totally redo our backyard (very ill-advisedly, and with out, as we now see, the assistance of a much needed design professional) that only a few children utilize. depleting our reserve to not be ready for these emergency's we have encountered, now resulting in a maintenance increase.
on top of the fact that our building is badly maintained
Porter and Super half of the time MIA
I apologize for using this forum just to complain at this point, but I am extremely frustrated with my new "home"

No annual meeting in 14 months? That's a sign that there is something wrong -- maybe no more serious than inexperienced board members. But it is violation of your by-laws (right? be sure to check them) and, therefore, in violation of New York State corporation law. Did you check the attorney general's site I posted earlier? Please do.

It sounds as though your co-op needs some serious fixes, but you're taking the first steps now to make those fixes. Talk to the other shareholders, find out how they feel, find out who you would like to serve on the board with, and then fan out to campaign.

When the others ask, "When's the election?" and you say "At the annual meeting," you'll get to explain the current board's mismanagement. It shouldn't be tough to coalesce support for a new board.

Good luck.

Steve W

Although I don't know of any window companies, I can add this, Bill:

If you must file for a DOB permit, it is the city, not the board, that requires an engineer's or architect's drawings. And work that requires a DOB permit is work that comes under city codes, not the board's whims.

So why weren't DOB permits required for similar work done earlier in your building?

In my case, I removed a dumbwaiter shaft, the third shareholder to do so in my line. None of the others were told to get DOB permits, but I was. Why? The board's architect made a mistake and didn't realize the permits were required. (That architect no longer works for the board.)

Since board members aren't experts on city building codes, they rely on others who are. Unfortunately, even the experts make mistakes. I paid that actra $5k myself, so I know what you're talking about. But if you want it changed, you'll have to write to your city councilman, not the board, because it's a city law/code/rule.

Steve W

thank you for the response. Do you know of any arch who would do this?

This is the architect and firm I used. He found errors made by the board's architect, so he has a practical eye. Also a good person.

Michael Notaro AIA
Zaskorski & Notaro Architects
212-239-7212
646-372-0655
mnotaro@znarchs.com

Thank you very much.