After the meeting the management company should inform you of the following:

total shares of coop
total shares represented
number of shares by proxy
number of shares voted for each candidate

names of voters either by proxy or on person are not provided

Adding: what if the Management gives all this info to the Board President at the end of the meeting before filling in the proxies?

If the Man co gives this info to the Pres of the Board, they are more than likely breaking the ByLaws... As an owner you have a right to a copy of the ByLaws... We have now discovered that the more SH who have the BYLaw, the better.
The Bylaws are not difficult to read or understand.

Once more EMAIL POWER: We have brought this kind of nonsense to a stop with Emails. The Man or certain Board members do not want an Email trail.
But, and this is so hard to get people to do, everyone must BCC or CC the board, other SH and the man co. We found that the more people we involved, the less tricks they tried to play.
Our man co is in so much trouble with the SH that they want to discontinue using Email, but its toooo late..

alicet wrote: "Once more EMAIL POWER: We have brought this kind of nonsense to a stop with Emails. The Man or certain Board members do not want an Email trail."

Yup. Our problematic board president hates the fact that we started conducting business via email over the past year because he prefers ex parte discussions that leave no trace. Easier to bully and manipulate people that way. He's upset because he got caught (thanks largely to email) in quite a few mistakes and misrepresentations.

I've been following this discussion of proxies with interest. We recently had an election that was fairly close. Many people find the board president reckless and would like to see him off the board. Unfortunately he managed to get himself re-elected.

Tonight I had dinner with a fellow shareholder, whom I'll call G, and learned something interesting. G arrived at our recent annual meeting a few minutes early (I hadn't yet arrived). She told the managing agent that something had come up and she wouldn't be able to stay for the meeting, and asked if she could give me a proxy vote. (Proxies in our building are discretionary; in other words, the proxy votes for whomever he or she deems best.) The managing agent gave G a proxy form, G filled it out, and the agent said that she would give it to me. She didn't give it to me. Tonight was the first I heard of it.

G was absolutely appalled. I'm appalled, too, but I can't say that I'm surprised. The managing agent is completely under this bullying president's thumb; she knows that I think he is bad for the building, and she certainly knew how I would vote. We did have a trustworthy shareholder count the votes, but this person wouldn't notice that one of the proxies was either absent or forged.

I'm sure that things like this happen occasionally. I'm not sure what can be done about it.

Unfortunately the by-laws are silent regarding appropriate or specifiic procedures to handle proxies, elections, etc. This is why a board's work is to also provide sound procedures, not just come up with house rules.

In the absence of guidance, speak with the co-op counsel as to how the proxies should be handled. When I mean speak with counsel I mean invite the professional to talk to the board via telephone, in person or give his/her opinion in writing. With such professional opinion on hand, the board should come to a resolution as to HOW to handle the proxies in a professional and unbiased manner that complies with a court of law in the event of a challenge.

Unfortunately, there are many individuals sitting on boards who are giving opinions without first thinking that boards may be taken to court and their conduct may prove deleterious to their person and to the corporation. It is time to recognize that board members, if they don't know how to act or where they are threading water, then there is a need to consult the legal counsel so that a professional conduct on handling matters, ie., proxies can be followed and may pass the litmus test of a court if legally challenged.

To conclude, boards must learn when to rely on advice from a professional to comply with the law. Even if we dón't like the advice given by the professional, we must learn to accept it as something that protects the board and the co-op from unfairness and lack of ethics.

Good luck!

AdC

Just to add something...

In addition to what AdC is saying and my original answer, you want to appoint a neutral party who is not a shareholder, or someone who is not party to the vote at hand, to act as an overseer (an atty is best).
When I feel a vote is going to be close, possibly disputed, or in contest somehow, I will always have a third party to watch me (as managing agent)count.
Hope all this helps.

In our co-op we have the independent accountant and the co-op attorney with our property manager do the counting of the votes and the proxies to certify the votes. The board stays totally out of it.

The only thing that we do is prepare a spreadsheet with the apartment numbers and # of shares. Proxies received by the board are only entered for purposes of making sure that a quorum is reached. The spreadsheet is then used to tally the votes by those named before.

AdC

Management is correct, No one may see any proxies. Shareholders asked for them at my building and they were denied by the board.

The Vote has to be secret. We had this situation and one board member intimitated shareholders who did not vote for him. He stayed on the board 17 years, and did some pretty nasty things to people.

This is a very bad idea..And according to our bylaws, someones lawyer can look over the ballots to make certain the election was legal. And you can get a copy of your own proxy.

Check your bylaws or the AG office www.NYC.Gov

I agree with most of what's been said:

* Voting is private.
* An independent (non-shareholder) vote-counter is ideal; my co-op has used two (or three) shareholders, none of whom were board members, to count them in front of everyone (while maintaining the privacy of the voters' choices).
* When in question about the procedures, check with your counsel about such things. A conference call with multiple board members is great; a written memo from the lawyer is excellent.

One thing to add --

Although only the vote counters should see who votes for whom (whether by proxy or in person), someone MUST SEE & VERIFY the PROXIES proffered -- BEFORE the vote -- to ensure that they are properly filled out, signed and dated.

Usually the managing agent's representative does this. If your lawyer attends, she/he would probably do so.

Steve

This year our proxy has a "Witness." My reaction was good for a contested election, but in a builidng where there is a 20% attendance and there is a need to "pull teeth" to get proxies back, and 94% subscribed building, then it will tell you that you will have no quorum. So, the board members collect (door-by-door) proxies so that at least a a quorum may be attained and there is business transacted at the annual meeting.

Of course, I elevated my concern to the attorney (not that I expect to perpetuate myself on the board by collecting proxies)his answer I am sharing with you:

"As a matter of law, even if the proxy has a witness line, a proxy is legal without the witness signing."

Hope this helps too!

AdC

The board members going door to door collecting proxies sounds like a good plan. We have trouble getting quorums in our building as well for meetings. One-third of the building's shareholders refuses to vote at all making it impossible for things to get done and for us to get a quorum.

AdC - If your board members go door-to-door collecting proxies so you have a quorum for your annual meeting, are they given the proxies in sealed envelopes? They should be. (Goes to my question on proxies a few days ago) I've now been "advised" by the AG's office that proxy info should be confidential except for whoever is appointed on each proxy.

BTW, our attorney says proxies can be used to attain a quorum so the meeting can be held - but they can't be used on any vote (including board elections) if the appointed proxy person isn't present at the meeting. We had a Sh who named his renter as his proxy. The renter mailed the proxy form to mgmt but he didn't come to the meeting. We also had a Sh who named her sister as proxy but the sister couldn't attend the meeting and told mgmt to use the proxy to vote whatever way "board member Mary" voted. Neither of those proxies were considered valid.

Although we do not seal them, as we enter them to ensure that enough shares are represneted, they are all gathered and put in an envelope and given to the attorney who will be there. Again, we do it for the purpose of a quorum. If the person comes or supersedes the proxy with another one at the night of the meeting, the proxy that the attorney holds is invalidated.

A message we always send to shareholders is an annual meeting is expensive proposition for the co-op; not only does the board pay for the accountant and the attorney to come to the meeting to answer the questions of the shareholders, but there are tons of administrative costs associated with the meeting. Finally, and most important message that we try to drive is: to be a truly democratic co-op, shareholders need to participate. In fact, the most important contribution a shareholder does to a co-op is to exercise their vote at the annual meeting.

AdC

Although we do not seal them, we FIRST RECORD them to ensure that enough shares are represEnted, THEN PROXIES ARE gathered and PLACED in an envelope and given to the CO-OP attorney who will be AT THE MEETING. Again, we do it for the purpose of a quorum. If the person comes or supersedes the proxy with another one at the night of the meeting, the proxy that the attorney holds is invalidated.

A message we always send to shareholders is an annual meeting is expensive proposition for the co-op; not only does the CO-OP (not the board) pays for the accountant and the attorney to come to the meeting to answer the questions of the shareholders, but there are tons of administrative costs associated with the meeting. Finally, and the most important message that we try to drive is: to be a truly democratic co-op, shareholders need to participate. In fact, the most important contribution a shareholder does to a co-op is to exercise their vote at the annual meeting.

AdC