The Volatile, Vital Vote Count

Counting the votes at a co-op’s annual meeting can be tricky because there are three different methods of voting:

Straight voting. The first, and least common, is straight voting, in which each apartment is allocated one vote for each seat on the board, regardless of the size of the apartment or the number of shares held by the shareholder.

Conventional voting. This method is used in the majority of voting situations. With conventional voting, the votes are allocated by shares. According to veteran co-op and condo attorney Arthur Weinstein, a shareholder may cast ballots for as many candidates as are seeking office. His votes for each candidate are each equal to the number of shares allocated to his apartment. For example, if a shareholder has 1,500 shares and there are three seats up for grabs, he can give his three preferred candidates 1,500 shares apiece.

Cumulative voting. In cumulative voting, the shareholders are each given a pool of votes that equal the number of shares held by the shareholder multiplied by the number of seats on the board being filled. The shareholder can cast all of his votes for a single candidate or can split them up among any number of candidates. If he has 1,500 shares and there are three open seats, he has 4,500 votes that he can split up any way he chooses: for instance, 3,000 to one candidate, 1,000 shares to a second, and 500 to a third. Or he could put all 4,500 shares on one candidate.

Condos are different. Some use a “one-vote/one-apartment” method, but in most condominiums, the voting is “pure plurality voting,” says attorney Stuart Saft, a partner at Holland & Knight. “You vote based on your percentage interest. If you’re in a building with 20 apartments and they’re all the same size, theoretically you would have five percent of the vote, and if there are five members on the board, you could vote for up to five candidates and give each five percent.

“The Real Property Law says that percentages must be based on comparative size, comparative value, proximity to amenities, or a combination of all the factors,” Saft adds. “We always use that last point to come up with something that makes sense in a building where you might have 100 or 1,000 apartments. The percentages usually go out to five digits [after the decimal point], so it’s far more complicated in condos because the percentages are so small.”

Which brings us to the sticky issue of proxies. There are two types of proxies: a “directed” proxy, which states how the absentee shareholder wants his or her votes to be cast; or a “general” proxy, which allows the holder of the proxy to vote any way he or she sees fit. According to Saft, the critical basics are: (1) a proxy doesn’t have to be the official form – a voter can sign any paper, even one that he or she then faxes; (2) the proxy-holder need not be a shareholder or unit-owner; and (3) the proxy becomes invalid if anyone alters it after it’s signed, or if it’s signed but doesn’t name a proxy-holder.