The Proprietary Lease governs the privileges, rights, and obligations of the *shareholders*.

The Bylaws lay out how the *board* governs the co-op corporation and conducts co-op corporation business.

Two entirely different documents with entirely different purposes.

Before making *any* changes to either, especially the one the board is contemplating, contact the co-op's attorney. Without consulting your attorney for expert legal advice you could dig a hole deeper than you can imagine.

Full Stop.

You should check with an attorney, but I'm almost certain the board does *not* have the authority to prevent non-resident shareholders from voting their shares. That would create two classes of stock within the corporation, and the board does not have the authority to create such classes. In fact, it's unlikely that *anyone* - including the full set of shareholders - would have the ability to do this. But again, ask an attorney for a definitive answer.

- Carl Tait

Very simply, if they own shares, they have a full vote. No exceptions I can think of (IANAL). Unless your Proprietary Lease has a special carve-out (which I highly doubt), *any* share dilution can land your board and co-op corporation in very hot water.

I'm not even sure the restriction on becoming a board member or officer would hold up.

There may be special rules for sponsor-owned shares, so best to check with your co-op's attorney.

Steven, I completely agree with you that disenfranchising non-resident shareholders is almost certainly not allowed, while echoing your IANAL.

One point I can state with certainty is that non-resident shareholders *can* be barred from serving as directors. That's straight from our co-op's attorney. In fact, he's the one who suggested we limit the board to residents.

- Carl Tait

You say that management has been told and nothing's changed. Maybe I'm mistaken, but it sounds like the Board hasn't been told - only management.

If so, notify the Board about the situation. Regardless of who you notify, it helps your cause if you can document names and dates for when the doormen treat shareholders differently. A paper trail is very important in these types of situations.

Good luck and keep us posted.

They are part of the problem.

Since the Board and mgt have done nothing after being notified of the situation, then I suggest making a list of dates and times when these events take place, along with a description of the infraction. Email this info to both the Board and mgt. You might also want to include the co-op attorney in the email.

At least it's now in writing and on record. As I said earlier, the more documentation that you can submit, the less the issue can be avoided.

Another important reason for documenting everything in writing is if the doormen are Union members (32BJ), a very detailed written record will be essential if you find you need to take any action against them.

Do you know if the individuals in question have received any sort of official notification that their behavior will not be tolerated? An official write-up? Repremand? Discussion with your MA? These will be essential as you put together a paper trail

I completely agree with Marty that you need to involve your co-op attorney. In fact, I would talk to your attorney before having any further contact with your board or MA. If both have been notified and nothing has changed, this problem may be deeper than just bad doormen.

Actually - I did find this article about fiduciary responsibilities from prior posts, and it answered my questions. Very handy reference: https://www.joindaisy.com/blog/whats-the-fiduciary-responsibility-of-board-members

In my building, a mid-size co-op, residents really appreciated getting thank you notes from the super (especially since many residents did not provide any gifts).

Why don't you suggest to the board that the tree be removed? You can write an email stating the negatives of having the tree there. If the board believes that the tree should not be removed, they should provide you with a rationale for that decision (e.g., it might be too expensive as far as the board is concerned). If you do not like their decision, you can always run for the board. Owner dissatisfaction with the way the board runs the property is often the reason people join their building's board.

This is so wrong on so many levels. Of course, the co-op would be liable and exposed to all kinds of legal trouble if something bad were to happen as a result on unlicensed and unqualified Board members fiddling with potentially dangerous equipment.

The obvious question for you to ask it why are they doing this?

The answer is always "follow the money." Is the Board trying to save money by turning down the heat? Why would the Board be fiddling with the wiring? Is there something wrong with the wiring?

Or are they doing something with the wiring to save money or perhaps the wiring is not up to code and the Board's trying to avoid issues with that problem. If so, get an electrician in there to find out.

You should be asking the Board directly about this situation if you have absolute proof that what you'e claiming is true. If it's true, then you should contact building management and the co-op's attorney to put them on notice how dangerous this situation is for all shareholders.

Good luck and keep us posted.

Marty - I fully agree with every point you made, and thought of one more that may be the most insidious of all - whoever is doing the fiddling is trying to illegally tap off the electrical and boiler lines to obtain the service for free. Like giving a neighbor your streaming passwords so they can use the service without paying.

I seem to remember a building blowing up in Manhattan or the Bronx because the super was trying to tap into the gas line for whatever reason. Take as many photos as you can of the area in question to document the work being done and any damage the work causes.

Thank you both for your thoughts.

Even if they’re licensed when they worked they’re not on the board for that and we have plenty of money for a contractor or Super to handle any and/or repairs. That’s why we pay a lot of maintenance. I don’t pay all that maintenance for Mickey Mouse work besides that it’s beyond dangerous should something go wrong.

And yes you’re correct about the building in NYC and those involved were charged.

Pooh - Steven's point of illegally tapping for electricity and gas is an excellent one.

A question for you...Are gas and electric included in your maintenance? If not, then Steven's theory becomes much more plausible.

If gas and electric ARE included in the maintenance, then the motives for doing this become much more murky. Why would they be doing this?

No gas and electric is not included.

I will find out why this is being done.

Pooh - Please keep us posted on this very important issue. Thanks.

Our 36 unit building is getting roof/facade work done of around $700K.

What’s a reasonable % fee for both the architect and the management company for the project? I’d like to have a ballpark of what’s normal so I can ensure we’re being dealt with fairly. Are there any considerations the board should be aware of going into this project. None of us have experience with this. Thank you.

OMG! 700K is not the last of the bill. We are doing the same thing now, and it's like we are a cash cow for the engineer, and construction company. Every time we get inspected, there is something else they fine, which means a Change of order invoice, and more money. We have an old bldg, and it has been neglected for YEARS! I am not really surprised it need a lot of work. We have 187 units, so our cost are over 1 million. We are a coop, and the cost fall on the SH's. It's rough. If we ever get finished with this project. I hope we won't have to go thru this my stay here. Sorry I wasn't much help, But I feel your pain!

Based on your description of the meeting and the board in general, the best advice is to hire an attorney. If you take *any* action on your own you'll only sink deeper into the quicksand.

If things are as bad as you portray them, I'm sure other shareholders are similarly aware. Talk to them. See who is willing to contribute to hiring an attorney.

Put together a full slate of candidates for the next S/H meeting. The more like-minded people who run the better the chances of getting one or two on the board.

Check your bylaws but I believe you're entitled to receive a full list of shareholders and their mailing addresses. Ask for it. Even if you don't use it, it will throw a scare into the incumbent board.

Form a private group for your coop on facebook. Make it as tightly closed as you can with tight verification. This is where the list of S/H from the M/A comes in. You are *not* required to give membership to anyone who asks, no matter how many free speech demands are made.

Do a one-page flyer and slip a copy under each apartment's door letting S/H's know about your Facebook group.

Finally, and this is a longshot, contact the NY Attorney General's office. They are so overworked that you may not hear back for months, but at least get on their radar.

I feel your best, albeit most expensive option is to discuss the situation with an attorney to see if you have any basis for litigation. Find one who specializes and co-op and real estate law, and not the least expensive one. You get what you pay for, just like the suggestions I'm giving you now.

Good luck!

I believe you can call for a special meeting to remove members of the board. You need to check your bi laws and make sure you have 2/3 of a quorum. In my bi laws it states board members may be removed with or without cause.

Good luck

d made an excellent suggestion, but there may be special rules that need to be followed in order to hold the special meeting. There should be a section in your by-laws about holding a special meeting. Make sure you follow the instructions to the letter or else it won't be legal!

My co-op's Special Meeting section said...

"It shall be the duty of the President to call a special meeting of the Corporation as directed by resolution of the Board of Directors or upon a petition signed by 20% of the members having been presented to the Secretary. The notice of any special meeting shall state the time and place of such meting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice."

The Board should not have to require a "working smoke alarm" The tenant should want and need one. I believe it is a requirement from the city to have a working smoke alarm. That's a no brainer. every unit should have a smoke alarm. I may be wrong, but I also believe that it may be a violation that the unit does not have a working smoke alarm. It can save a or many lives.

Thanks for your comment, but my question actually referred to the OWNER of the apartment, not their tenants. For example, we have one owner who is routinely delinquent in their payments, and who is hard to communicate with as they have an email that does not always work. I would like to add a rule that all OWNERS must have a working smoke alarm. My question was: Is that an appropriate rule to have?

I believe this answers your question:

https://www.nyc.gov/site/hpd/services-and-information/smoke-carbon-monoxide-detectors.page

It supersedes all proprietary leases and house rules that do not conform to its requirements.

I hope this helps,
--- Steve