"Presentation and examination of proxies" means all proxies for any meeting of shareholders should be presented to the inspectors of election or whoever tabulates the shares so the proxies can be:

1) examined to make sure they're valid submissions (e.g., properly signed and dated)
2) counted to tally the total shares represented in person and by proxy for that meeting

This is done at the beginning of the meeting to make sure there's a quorum so the meeting can properly continue. It also gives the tabulators time to double-check the shares by proxy so they can be included in any vote (including election of the board) that takes place during the meeting.

Proxies are usually mailed or given to mgmt but mgmt people may not be the tabulators of shares at the meeting. Proxies are also given directly to designated proxy agents and that isn't usually known until they arrive at the meeting.

It's my understanding that only proxies with original ink signatures are valid (not e-mails, faxes or photocopies). Also, proxies naming a property mgr or other mgmt person as proxy agent can only be counted to establish a quorum. They can't be counted in any voting. And also, proxies can't be counted in any voting if the proxy agent doesn't attend the meeting - unless the proxy, for ex, lists board candidates or issues to be voted on and allows Shs to indicate how they want their shares voted.

In my previous post, I said "proxies are usually mailed or given to mgmt but mgmt people may not be the tabulators of shares at the meeting." When I re-read that, I realized it needed clarification. I didn't mean that mgmt people CAN'T be the tabulators. I meant they may not necessarily be the ones to whom that task has been designated.

Thanks for the clarification, BP.

"Also, proxies naming a property mgr or other mgmt person as proxy agent can only be counted to establish a quorum."

So if the sponsor names the managing agent as his proxy, she can't vote? Or shouldn't vote?

If the sponsor names the board president as his proxy, I assume that the president can then vote (for himself), correct?

GK - Our mgmt co and coop attorney told us if the sponsor (or any Shs) name the managing agent as their proxy, he/she CANNOT vote on any issue or for a board. A managing agent works for the full board, no matter whom it consists of. It can also reflect "share manipulation" if, say, a managing agent is in cahoots with a disreputable board pres or if he doesn't like one or two board members and wants them out for his own reasons.

If the sponsor (or any Shs) name the board pres as his proxy, the pres can of course vote for himself. If the pres hopes to be re-elected, I'd be very surprised if he didn't use any proxies he has to better his own chances.

"If the pres hopes to be re-elected. . . "

"Hopes" is an understatement. There's a certain desperation about it that would be comical if I weren't so concerned about the building. If someone will only serve on a board if he can be its president, if someone has to resort to all sorts of strategery to get re-elected...dang!

Perhaps this is straying a bit, but as I mentioned in another post, the VP hesitated to take action because he feared rash behavior or fallout from this guy. This is a textbook bully we're talking about here. I wonder how many other concerned shareholders/fellow board members have suffered in silence because they feared retaliation?

GK: If your board VP won't take action to help to get rid of your pres, I can't say I think much of your VP either - especially if the pres is not only a bully but also guilty of much wrongdoing. Using intimidation to get elected or to control things is not uncommon but people only succeed in bullying if no one stands up to them. What about your other board members? If they care about your coop, they should work together, tell Shs what's going on (and document it), and get the pres voted out. There's strength in numbers.

The pres might seem like a force that can't be overcome but he's only one person. Rally the troops, diffuse his power, and get out of this defeatist situation.

In the perfect world, this is the way it should be. But our Pres had a majority of the Board on his side (the super worked for them) You need to rally the SH to elect at least one of you to be on the Board, two would be best, and then you can start to fight from the inside. Everyone who comes to this site, by now knows that a controling board member is very hard to get rid of. He/she has figured out how to pull the strings.

Remember that most people just want to come home to peace and quiet... But if you do the grunt work, they will follow. AND once they see that a majority of SH are backing you, they too will join your team.

Bullies hate to be confronted, and in reality they want to be win the popularity contest.. So if you continue to expose them -- you will gain with the SH and eventually get them out... (Poetic justice: One of the BM who had extensive (illegal) renovations by this Super, lost at least one deal, and had to put off his closing because of the illegal work.)

AliceT wrote:
"Everyone who comes to this site, by now knows that a controling board member is very hard to get rid of. He/she has figured out how to pull the strings."

Word.

BP wrote:
"Rally the troops, diffuse his power, and get out of this defeatist situation."

BP, I appreciate your optimistic encouragement. "Defeatist" indeed describes this situation well.

Sometimes I feel as if I'm one of the few people willing to stick my neck out, and that can feel isolating. No one wants to do something that will ruin one's life or at least make it more difficult than it needs to be.

One thing to keep in mind... I know that we're not supposed to engage in "analysis" on this board, but I sort of can't help it and I do think that it's relevant here: I strongly believe that this is a question of Antisocial Personality Disorder (APD) with a strong narcissistic component. This is a combination often seen in criminal populations but also, very very occasionally, in high-functioning people. You really have to tread carefully with such folks, as they are playing by a completely different set of rules than most of us. And they can do very real damage.

I agree. It's tough when a key person plays by a completely different set of rules. It's like one team member insisting on playing basketball when the rest of the team is playing baseball (maybe a poor analogy but you get my point). Don't worry if your pres is one of those high-functioning people who can be known to act "bizarre." Focus on how your board and coop function. If you really suspect he could do damage or harm anyone, tell the Shs (but carefully without scaring them). Maybe voice concerns to your local police precinct and ask them to note your visit in their files. If anything did happen in the future, you'd have a piece of your paper trail with them.

"I agree. It's tough when a key person plays by a completely different set of rules. It's like one team member insisting on playing basketball when the rest of the team is playing baseball (maybe a poor analogy but you get my point)."

Or, to use another analogy: it's kind of like Dick Cheney.

Thanks for the idea about making a note with the local precinct. Can't hurt, I guess. They'll probably think I'm nuts, but it can't hurt.

GK: Alerting police to situations before they happen or go too far can help. We had odd characters of all ages at all hours in/out of 2 apts owned by brothers. We suspected but couldn't prove drug dealing (hard drugs). Some characters were so whacked out, they could barely walk. We told local police and they began patroling our block and making their presence obvious. Within a month, no more characters. Both brothers sold their apts in the next year.

A few years ago we had an owner who said residents were out to get her. She'd pin them in the elevator and say, "I'll get you before you get me". We told the police about her. She trapped an owner's teenage daughter in the laundry one day and was slapping her. Another owner called the police. They came just as she was about to hit the girl with a wrench that was by the sink. She was arrested for assault and it took 2 years but we got her evicted. Our bldg isn't Trump Tower but it's a nice bldg. You never know. So a few words to the police can't hurt.

GK, You will be stunned by how many of the BM dont have the faintest idea of the law or ByLaws.

As to the SH list, go to the AG site and you will see that they are required to give you this list. It took us four months to finally make our Man company comply. And, once more Email power ruled. After they saw the Emails piling up, and other SH making the same request, they had no choice. You are in business with all the other shareholders, and you have a right to know who they are.
Our mang company frist tried to get past us with a very old list, but we quickly called them on this.
Keeping this list is one of the most basic jobs of the ManCo, and when you write them, cut and paste the paragraph from the AG site...
CC EVERYBODY.. Remember, they dont want other SH to see what is going on....Read the Bylaws... ask questions.. and at the same time, stay professional and businesslike.

Thanks again, Alice.

"cut and paste the paragraph from the AG site..."

The URL for the Attorney General is: http://www.oag.state.ny.us/realestate/coop_prob.html

And for the BCL: http://law.onecle.com/new-york/business-corporations/index.html

Does it do any good to go to attorney general about an out of control board?