certainly doesn't sound legal. If you vote for someone, that is who you choose. Unless your bylaws say something else, this is not proper.
Dianne

Absolutely not legal. It goes against all the rules.

I am not sure I understand: If they voted along with everyone else, and thier votes were counted at the same time -- they can vote anyway they want... However, if you mean that they voted AFTER the voting closed -- than this was illegal.
OR, did they change proxys of S/H who were not attending the meeting, but had given them thier proxy -- this would also be illegal. Once a proxy is filled out and signed by the S/H it cannot be changed... VP

We filed a petition to remove a director with over 60% of votes. Management held a meeting and said we need a lawyer to prove cause and management implied they would vigorously fight this on our dime. My question is how long do we have to produce the letter – we have plenty of cause? And shouldn't they have honored the petition as is?

Chek By- Laws.I do have them from 4 different coop ,all have a section Removal and all state "With or without couse".So "prove cause" most probably is wrong.

The by-laws say directors can be removed for "cause." There is plenty of cause.

You assuming its “cause”, they are not. It’s not look too good.

Hi Anonymous, HabitatReporter here. We'd like to help you, but we need some more information first. Does your building use cumulative voting? Were proxies used? If you can give us some background, we can try to offer some advice.

Hi,

We need your advice! We had general shareholders meeting this month and had hired a company to calculate the votes – Honest Ballot. The reason we did it was because we had very painful election last year thanks to a small group of shareholders. After the meeting we’ve got PRELIMINARY result from the Honest Ballot and the list of elected officers with the number of votes for each candidate. Official report came out 10 days later with the results shocking most shareholders in the building. Person who got the least # of votes was placed on the top. We also discovered that his wife contacted Honest Ballot before the results were officially released to the management company and other candidates.
Currently we use cumulative method of counting votes as it stands in our by-laws. Our Certificate of Incorporation does not specify the counting method.
Most shareholders were not satisfied with the result of the election and signed Petition for a new election meeting (it was more than 30% of the shares). This Petition was presented to the coop’s Lawyer who is a retainer and he said it was not the appropriate method to re-elect the Board. He also mentioned that in order to challenge the election we need to go to court.

Our questions are:
1. Was the lawyer’s advice correct? Our by-laws say that we can call for emergency meeting with 25% of shareholders.
2. How can we switch to a non-cumulative voting count?

Thanks.

If I remember it correctly, NY Business Law has a provision for coops that do not have a clear voting system spelled out in their bylaws.

The "default" voting system, in those cases is cumulative voting.

Where is the clause in the BCL that states if your bylaws are not clear the default voting system is Cumulative voting. Well, we had a Special Shareholders meeting, we technically won the election we had the most votes to remove all four members, but their attorney Mr. Karl Bikhman was deceitfull and said that the BCL says Cumulative, it is wrong. Your Certificate of Corporation is the Mother Load, it must state it on the Certificate, if it is silent it automatically is Plaurality. (the Majority wins).

"Under the BCL you need an amendment to the certificate of operation authorizing cumulative voting..." according to "Understanding the Business Corporation Law," by Raanan Geberer, published in "The Cooperator."

http://www.cooperator.com/articles/1508/1/Understanding-the-Business-Corporation-Law/Page1.html

To call a special shareholdes meeting you must have 25% Shareholders signature. Once you get that you must submit in writing that you have the 25% and are calling the Special Shareholders meeting. If they refuse to call it you must attain an attorney and go to court. The Judge once he sees that you have the % he will order the meeting called.

If your bylaws do not specify how the meeting should be calculated, than your attorney must get hold of the Certificate of Corporation, if the Certificate does not spell it out, and is silent than it is automatically a Plaurality vote and the ones with the most votes get on Board. No need for adding, dividing, multiplying. It is staight forward.

Good luck!