Folks,

In our co-op, a proxy holder is merely allowed to submit a ballot for the election. A proxy holder, unless a shareholder,does not have the right to address the board or to address the shareholders present. But, see further below.

In an election year for board members, those running for the board are invited to make a three minute statement before we close the time for submission of ballots.

During the "open" board of directors meeting, we do not allow shareholders to address questions to the board or to make statements to the other shareholders, save the “election” statements above.

After the “open” board of directors meeting is closed, we then have a new session the same evening called the “open” shareholders meeting. Herein, any shareholder, and only a shareholder, may address any questions to the board or make any statements to the shareholders present.

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...does not seem to address the fact that a proxy can VOTE for one candidate or other, presumably for the candidate preferred by the shareholder who cannot attend.

This seems like another case of a dictatorial, authoritative board refusing to honor the simple, democratic process on which the United States lives: One person, one vote.

This board belongs in the Stalinist USSR. That's how it's acting. Shame on them.

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Perhaps I did not make myself clear. The voting is an issue but the BIGGER issue is the fact that the Board voted to overturn a ByLaw (it takes 2/3 S/H vote to change bylaw).

The ByLaws are a CoOps Constitution, and isnt it the legal responsibility of the Board to abide by and support the ByLaws.

Futher complicating the problem, the S/H whose proxy was denied, has been very vocal about an issue not popular with the Board. And it would be convient not to have his vote counted.

Recours?

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Now that there has been a bit of an explanation, let offer the following.

In our co-op, we have never changed the by-laws, but we are contemplating a change in the next year.

In this case, our by-laws stipulate that to change some sections of the by-laws, one needs 2/3 vote of the number of units (610 * 2/3 = 407), while for some changes 80% of the shares outstanding (80,000 * 80% = 64,001) are required to vote in favor of the change.

So as to one person, one vote, it really depends on the co-ops bylaws, e.g.: person vs. shares.

For the forthcoming by-law amendment, we will accept written proxies from all shareholders. In point of fact, we will mail a proxy to any resident requesting the proxy in advance of the vote. We will have a three or four day period to provide ample time for the residents to vote. As long as the proxy is signed, the board accepts and tallies the vote.

The board and a significant number of residents are in favor of the change, but we are unsure as to whether we will achieve 80% as required for the change proposed.

Again, one must be clear that having a proxy submit a vote and having a proxy make statements are two different events.

We will provide a recurring number of forums to discuss the issues attendant to the rule change. We will even allow residents to invite a family representative to the discussion seminars as some residents may not understand the import of the proposed rule change, but when the voting dates are set, the proxy is to be cast without any dialogue.

Your co-op and your board may operate differently, but as long as the rules for voting are followed, there isn’t much to say. One may question the behavior of the board, but if the board acted within the board’s stated rights, the vote stands.
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To be a bit pedantic co-ops are corporations and have duly elected boards of directors. Thus, boards are empowered to act within the by-laws established for the corporation and within the boundaries of fiduciary responsibility.

Dialogue is nice, but the board need not adopt the vox populi, if the board opines otherwise.
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On the other hand, one can lobby to submit candidates to replace the board at the next election.

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Here is what happens when a co-op attempts to change the rules and applies the wrong equation:
http://www.anateisenberg.com/files/400519/bergen-county-news-Jun2006-4.html
Scroll to the paragraph:
Law On The Side Of Cliffside Park Residents
The details are scant, but do search some more.

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Dear Ethel, This is not about CHANGING an ByLaw. The Board voted to ignore an existing ByLaw that clearly states that a S/H may appoint a proxy to represent him at the S/H meeting. We have had proxy's attend meetings for 20 years.

The ByLaws cannot be overruled by the Board. They are the Coop constituion and can only be overruled/change by 2/3 vote of the S/H.

Also, the issue the absent S/H wants to vote on, is unpopular with the four Board members who decided to take this illegal action.
AliceT

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Folks,

Unless the by-laws stipulate, I don’t see how anyone much less a proxy has the right to voice an opinion at the co-op’s board of directors meeting save voting for or against a proposal or voting or withholding a vote for a candidate in accordanced with the shareholders wishes

See this URL, which is a “voting” form:
http://www.thebrownboard.com/og_mb_ups_coop_exhibitg.pdf

See this URL which discusses the participation of the proxy as a voter:
http://www.nytimes.com/2006/04/02/realestate/02home.html?fta=y

In my view and my interpretation, proxies are for voting not for dialogue.

If the referenced co-op permitted dialogue at prior board of directors meetings and then suspended the ability of shareholders or proxy holders to offer commentary at this meeting that is the board of directors’ right subject to a caveat or two.

If the by-laws permit the dialogue and the dialogue is suspended, then the board is wrong.

If it was just a historical amenity or convenience wherein the board of directors permitted open discourse, then the board has the right to suspend any dialogue. One may be agitated by the board’s change of agenda, but there is not much standing to force the board to again allow open discussion.

It seems to me that the crux of the interchange herein is that a co-op board enacted something that some shareholders don’t like and if I read correctly disallowing a vote cast via a proxy.

The only option is to judge whether the board failed in its fiduciary responsibility in which case there is legal recourse.

For instance, if the board refused to accept the legitimate proxy of the opposing shareholder, then that could be a rationale for legal recourse.

The other option is to vote to replace one or more members of the board at the next election.

Again, voicing opinion other than by “silently” casting the proxy vote (for or against) is the legal extent of proxy’s participation.

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After all is said and done, if the board refused to accept the shareholder’s vote via the proxy, then the board is wrong in the eyes of the law.

If the board of directors failed to provide printed proxy statements or the ability to create one’s proxy statement, see URL sample, then the board is wrong.

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