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