I have to qualify my answer by stating I am a new board member and am still developing my understanding of all things coop board related. Based on what I understand so far, I would review the bylaws to identify the ways in which the bylaws can be amended. In our case, there are 2 ways: both the shareholders and the board are permitted to amend the bylaws. Therefore, an amendment to the bylaws can have taken place only in a shareholder or board meeting. In that case, the minutes should have recorded the motion to amend the bylaws with the exact wording of the proposed amendment and an indication of whether the proposed amendment succeeded or failed. The secretary should have a book or file containing all the minutes. If the minutes have not been kept properly (as in our case), I don't know what to suggest other than checking with previous board members and the shareholder population at large to see if anyone has copies of amendments in their personal files. Another thing to consider: are you sure the byaws have ever been amended? In our case, there has apparently been only one amendment in 30 years! Hope some of this helps and that others will expand upon or correct anything I don't have quite right. Thanks.

The buildings attorney must have those amendments.
Remember, when a new shareholder purchases an apartment, he must sign the proprietary lease that includes the bylaws and all amendments on closing day.

I believe you may be talking about amendments to the plan of conversion, which are filed by the Sponsor. If you have a current sponsor, you may ask for copies of the amendments through your management company OR you may ask if there are shareholders who have kept the amendments.

Finally, changes or amendments to ByLaws and Proprietary Lease are given out by the co-op counsel so that they may be added to the documents. As a result of these changes, amendments (especially to the Proprietary Lease) are incorporated going forward to any new Proprietary Leases signed during a sale. A good Board shoud keep records of changes to ByLaws and Proprietary Lease for future reference. In other words, what are SECRETARIES FOR??? This is basically their function - custody of corporate records.

Thank you, but a new ByLaw must be legally filed somewhere. There must be a State (DOB, Albany) where the Amendments were filed. We have about six missing amendments to the ByLaws. Some by Sponsors and at least two were passed by the Shareholders. Our previous ManagAgent had copies in the Bylaws, but our new MangAgent says they are missing and none of the Sareholders have copies..
AliceT

I need you to clarify what you mean by "when the complex paints, etc. Are you saying that the shareholders themselves do the painting and repairs? If this is the case, you are the first I have heard of. Repairs should be handled by the pros not the shareholders. Let us know.

Hi there...thanks for writing. Yes, I do mean shareholders who paint...that is just one case. We are having some financial troubles so we hired a professional painter to do the bulk of the painting of the hallways, etc., but shareholders had to paint their doors, risers, etc. It was the only way to do it...and folks knew that. I am also just talking about involvement in general...because they are not around, the communication is infrequent and sometimes, because they rent out units, their interest/commitment levels are much lower.

Ahh, that's a horse of a different color. Actually, I commend your shareholders for pitching in. Mine would have brought down the house. I also presume there was some kind of vote for all this. That being said, ALL shareholders assume their portion of duty. If the absentee shareholder cannot do what is required him, then he should be able to pay someone else, be it another shareholder or outside (approved) person, to do his portion. The absentee can ask his renter but you should not as the renter is, in reality, not a part of the coop.
As for their interest/commitment, it is the nature of the beast. Yes, the rest of you will have to shoulder the burden, but then the absentees do not get to have a say if things are not to their liking. Keep us posted.

Thank you all for this very helpful responses...and for laying out processes. Being a member of this forum is a life saver...much appreciated.

There are two separate issues here in your presentation, first do sub-lessors pay a privilege for the privilege and secondly, do they contribute to the contribution effort pool to the Coop. In our opinion, based on over 20 years experience, yes they (sub-lessors) need to pay a premium for the privilege. a surcharge of 10-15% of the monthly maintenance, collected monthly is entirely appropriate, but in many cases will require a super-majority approval vote if it is not already a part of your original bylaws, and no, you can't do this thru House Rules unless the mechanism is already present in the Bylaws.
Secondly, shareholder contribution to the ongoing effort to maintain and run the cooperative. It is my observation that the overwhelming majority of shareholders prefer to have it all done for them, and not have to actually make an effort personally, by serving on the board or actually working on projects, committees, teams whatever. Of the remainder a certain percentage are not ones whom should ever be on a Board because the are either single issue agenda types, don't get the concept of setting themselves aside for the sake of common good, have overarching issues, or lack larger perspectives as opposed to self gain, or are control and power freaks.
Some sub-lessors are committed to their Coop, and some are truly absentee. that's why you have a surcharge. Your subletting policy should reflect this and you need to make the sublet applicant criteria every bit as stringent as a purchase application. Either way you are shopping for neighbors, make it count. IF you involve your sub-lessee's in your building as neighbors, then they might contribute, if you ostracize or exclude them from the building community you get nothing.
You also need to hire licensed professionals and not turn your Coop into a do-it yourself/home handyman project. Unless you have shareholders who are actual professionals you will do inadequate quality work that will diminish the sales quality of your Coop. Your shareholder's are worth more, out there earning a dollar and using it to pay a pro, than taking the time off to do it themselves. Not anyone can paint, it is actually a skilled job, and prep for painting is even more so.

Hi, our governing documents allow us to charge a sublet fee - which we do, but we have kept it small @ $50 a month. Note – we have restricted subletting to 3 consecutive years out of every 5.
As a board member I find that absentee owners – those who either sublet, or those that allow family to move in under the provisions of our governing documents, are less active shareholders , less concerned, and often time and are not available during elections etc.
It’s a sad situation for us because we already have a large sponsor presence, so fewer purchasing shareholders occupying there apartments, the less leverage we have to drive building enhancements and improvements. We are hoping to remediate over time by encouraging purchasing shareholders to own and occupy their apartments – fees, restrictions, and assessments.
On a separate note – having shareholders perform maintenance functions is a creative solution to money troubles – but may invite further issues – such as potential litigation if someone gets hurt, and a lower quality end result. I suggest having an assessment which will raise funds for your complex in a uniform manner, and allow you to collect funds from owners that sublet – as most leases don’t allow sub letters rent to adjust to fees, assessments after its been signed. Just a thought or two... Good luck

I send out a brief list of items to be discussed and ask owners to add any issues they feel are relevant. This way...they know what's on the table and also know that they are part of the discussion.

Hi, our agenda is already set in our governing documents (by-laws). It is posted prior to the meeting but not sent with the proxy and notice.

The announcement usually tells you the business to transact, i.e., election of X number of board members and sometimes there may be an announcement regarding voting on a proposed amendment to by-laws and/or proprietary lease. The rest is just fill in, i.e., independent accountant reviewing the annual report, legal counsel reviewing the current issues or engineer going over a project. The board president or management may provide you with a summary of past, current and future activities followed by a brief Q&A before the formal vote.

In the event of monthly board meetings, the agenda will be prepared by management and it may be provided to the board members before or at the meeting.

The announcement usually tells you the business to transact, i.e., election of X number of board members and sometimes there may be an announcement regarding voting on a proposed amendment to by-laws and/or proprietary lease. The rest is just fill in, i.e., independent accountant reviewing the annual report, legal counsel reviewing the current issues or engineer going over a project. The board president or management may provide you with a summary of past, current and future activities followed by a brief Q&A before the formal vote.

In the event of monthly board meetings, the agenda will be prepared by management and it may be provided to the board members before or at the meeting.

In our case the bylaws specify what the agenda for the annual meeting must be and that agenda is included in the annual meeting notice sent to shareholders. Our bylaws do not specify an agenda for board meetings. The managing agent sends board members an advance list of items to be discussed. The board president allegedly prepares an agenda from that list. I say allegedly because the board members never get to see it, are denied the opportunity of amending it or voting to accept it. I believe this is a questionable practice as it gives the president an undue amount of control, especially considering the president's agenda never includes a time for "new business." In my opinion, agendas should be discussed by board members who are given the opportunity to amend and approve the agenda. I believe this is the recommended practice in Robert's Rules, but I don't think the New York State Business Corporation Laws address it.

Thanks - we sent notice to all residents to secure terraces and remove loose items. In addition we reminded residents to alert building staff if they spot any issues, and printed a copy of the OEM's hurricaine and emergency guide for each apartment. Good luck to all!

Sad to say I have had the same experience on a Manhattan property I used to manage. The board president and the property manager used come to the concierge and ask for the keys for apartments and use an excuse like " we are following up on a leak report ". As the super/RM, and not wanting to be any part of this I used just drop a little note in my file/log book stateing what happened. Was in a no win situation sad to say.

MRM

Landlord/tenant law and proprietary leases require that managers give shareholders notice before entering the apartment for other than an emergency. To enter secretly and under false pretenses as your board president and manager did is a violation of the law. Although it is only simple trespassing, having such individuals charged would certainly send a needed message. Sadly, the very understandable fear of retribution keeps people silent.

This new system is confusing and if you change emails, you can't seem to get on Board Talk again? It should be easier.

Hello!

Our web developer is currently working on this issue. Additionally, we will be making it easier to subscribe to Board Talk Notifications. We anticipate the changes to be made before the end of the week. Thank you for your patience.

-Habitat Staff

In today's economic and political uncertainty, the "seniors" are extremely worried and very vulnerable. You must include them in your math. Otherwise you might end up dealing with increased arrears.

100K to 125K assessment seems a bit harsh for a 57 unit coop.
Maybe you should consider scaling back a little on those capital improvements. Spread them overtime.

As a general rule, you should assess shareholders only when it's really a necessary repair. Not a capital improvement.

Every building has a potential, but the real potential lies in it's tenants.
Tenants who respect the house rules and the PL.

Just my thoughts.

Your sponsor owns way too large a percentage of the building especially given the number of years you have been a Coop. This causes all sorts of refi problems with Banks as well. The Sponsor needs to release units for sale on a steady schedule until their footprint is below 20%. This will serve to bring younger family oriented owners in as you have the size apartments they will be shopping for. These new owners will balance out the demographics and be more interested in upgrading amenities that meet their needs such as playgrounds, bike and carriage rooms, indoor reservable party/lounge/playrooms etc. your building is in a static mode and needs a fresh infusion of capital and owners. If necessary you might need a Lawyer to broker a selling-plan deal with the sponsor.

VP11104 - You are absolutely correct. It does seem excessive for a 57 unit co-op, especially for items that are not an utter necessity in running the building.

Thank you for your responses. Much of the proposed expense stem from new requirements and lack of a capital improvement program over the years to upgrade our property.
I didn’t provide enough background to the upgrades which we are contemplating.
We have to contend with local law 11, new elevator codes, backflow preventers and subsequent pressure increasing pumps, and work on terraces and facades which are immensely expensive.
We haven’t even started to address aesthetics which are long overdue for improvement.
What other options should we pursue to raise funds for our capital improvements? Residents don’t want maintenance increases or assessments. We have a line of credit available; NCB is not interested in raising the limit. We have no ability to refinance for 18 more months, and have maximized our revenue from garages and storage.
I am open minded, but am concerned that we are not building up cash to implement these improvements – some city mandated, some insurance company mandated, and some board member driven.
Thanks in advance for your feedback, and I look forward to the sponsor selling some apartments.

I would stick to the important improvements for assessments. You've beeing lucky to assess with 1/2 the building still in the hands of the sponsor to improve the building. Unfortunately, everyone needs to pitch in when improving the building. If your maintenance is still relatively low to comparable locations, an increase in maintenance that may allow you to put money away to build reserves or take care of medium repairs may be a way to go too. Again, I would not object to pay more maintenance if there is a reserve component to it or performance of medium ticket repairs.

The determinant factor in a builidng should not be age of its residents, but the fact that work is required to maintain the value with respect to your neighboring buildings and you will be willing to tackle those projects that are required to maintain the structure and also may add value to the property.

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