You and the rest of the shareholder population cannot do much to stop the new fences as the Board is in command This is probably the worse part of living in a co-op community or even a condo. You have subordinated or surrendered your decisions to the Board. This is what happens in democracies such as in ouuntry. Only your vote may change an unpopular board member (including the president) for poor decision-making.

However, you may check your by-laws to find out if you and a group of shareholders may request a special meeting of shareholders to go over the decision of the Board. If enough dissenters with the capital improvement exist, the Board may reconsider (not change) their wisdom or decision.

AdC

Boards and even bullying board presidents cannot just do anything they want. Their actions must be in good faith and demonstrably demonstrating fiduciary responsibility. Tearing down existing fences the co-op did not pay for and erecting lower-quality fences at co-op expense seems clearly a breach of this.

I think a few shareholders can band together and retain an attorney to draft a letter to the board saying that this seems a breach, and threatening a shareholder lawsuit. Often, the threat alone will be enough.

If it is not, then calling for a special election (if the bylaws allow) seems the next step. A third option would be to organize a shareholder revolt: If 50% of the shareholders withhold maintenance, the board can't just evict half the population, and would have to back down since the co-op could not survive such a financial blow.

But first, take the attorney-letter route.

The Board's argument is going to be that they are protected by the Business Judgment Rule. They're going to claim that the PVC fences are better based on some particular criterion -- maybe longevity -- and they're really acting in the best interests of the building. That's not so easy to disprove, and a lawsuit is an extremely expensive proposition in any case. See the decision in Horwitz vs. 1025 Fifth Avenue, in which the Board successfully required a shareholder to remove an awning that had been in place since the 1950s.

Although a letter from an attorney sounds like a reasonable proposition at first blush, I would guess it's just going to waste time in this case. If more than 50% of your shareholders feel the way you do, I would call a special election *immediately* and oust the entire Board. Check your By-Laws for the procedure; typically, you can call a special meeting if 25% of shareholders request it.

If the contract to install the new fences has already been signed, it's going to be more difficult.

I suppose you're right. It's maddening, though, how the Business Judgment Rule often automatically protects amateur, unpaid board members -- and I say this as one myself -- who aren't trained in running a corporation and do not necessarily make professional business judgments.

Not because of anything untoward, but because, well, the judgment and skills of an amateur wedding photographer are not what I would want at my wedding. Shareholders need a better safeguard.

I agree, JB. The Business Judgment Rule can be (and sometimes is) used to justify amateurish and ill-conceived decisions. However, it's a reasonable rule when Boards have done their homework with their experts and need to move forward without the threat of protracted litigation.

And that's a key that might be useful to the original poster. If it turns out the Board ignored the advice of their professionals -- or, worse yet, never even bothered to consult any experts -- then you have a decent argument that the decision was not made in good faith. In that case, the BJR would not protect the Board.

(For the record, I'm not a lawyer. The original poster should certainly consult one!)

Whatever your issue, transparacy is one of your tools for exposing a bad board or questionable decisions.

EMailPower works! Without persoal slights, keep an ongoing Email trail by sending Emails to the Board and any SH whose Email addresses you may have. Keep it business-like, and others will listen. Dont answer personal slights, just stick to the subject, and others will pay attention -- and no one will have a basis for leagal action. Once it becomes personal, you lose creditability (sp) Dont forget to keep all Emails... otherwise the "trail" is dead.
AliceT

AliceT makes a good point about emails and keeping personal references and emotions out of them. It's not always easy to do! But keep that paper trail -- you never know when you'll need it, even several years distant.

Thank you for all your input. Unfortunately, I have found out a contract has already been signed and sealed and the fences are being installed this week. The good news...the board president resigned abeit after the damage was done.

You rely on a competent outside engineering firm.

Any project we do in or co-op is accompanied cost and competence of an outside firm. This licensed engineering firm writes specifications, identifies RFP recipients, evaluates responses, levels bids, performs on-site inspections, manages punch list remediation and approves invoices.

As a board member, despite my background, I do not have the breadth of experience to act in the capacity of a competent engineering firm.

Yes, it is money well worth it; and it is in line with a board’s fiduciary responsibilities.

In your case heaven forbid a safety hazard arises, one has the engineering firm as backing.

In most cases the amenities afforded to the owner are made available to the renter. So these amenities are available to renters (some are fee based): summer pool usage ($$), health club ($$), bicycle room,

There are a few exceptions such as cages. We do not have enough cages for everyone, so a renter may not be placed on the waiting list.

We have an upper and a lower garage parking deck. The upper is nicer and folks on the lower level put their names on the waiting list for the upper level. Renters are excluded.

All in all, the amenities for the renters flow through the owners’ amenities.

How do you know if the information is true about the property manager? I cannot believe a management company and a board of directors would let someone who you say was convicted work for them?

this information was confirmed by the actual property manager that was previously arrested and convicted for taking kick backs. the property manger informed shareholders, the board, and the managing agent JAL Diversified. When shareholders presented this information to the board no action was taken. The bigger concern is that this property manager is responsible for our building and at least 15 other buildings that he manages for JAL Diversified.

The information was provided by shareholders and found in 2 major NY newspapers and craigslist resume search.JAL has not shared this information with the Board.
The board and the management was urged by the shareholders and no action has been taken at this time
http://www.nytimes.com/2002/07/25/nyregion/metro-briefing-new-york-brooklyn-6-charged-in-courthouse-kickbacks.html

http://www.nydailynews.com/archives/news/2002/07/25/2002-07-25_bust_in_courthouse_kickbacks.html

The information was provided by shareholders and found in 2 major NY newspapers and craigslist resume search.JAL has not shared this information with the Board.
The board and the management was urged by the shareholders and no action has been taken at this time
http://www.nytimes.com/2002/07/25/nyregion/metro-briefing-new-york-brooklyn-6-charged-in-courthouse-kickbacks.html

http://www.nydailynews.com/archives/news/2002/07/25/2002-07-25_bust_in_courthouse_kickbacks.html

Believe it. It happened in our (Manhattan) building.

And all I can say is: old habits die hard. Be very very prudent.

...for something that happened in 2002 or so, then let's not condemn the agent unduly. If he was convicted and served his time, he deserves a second chance.

I would imagine that if someone were taking kickbacks and was caught and imprisoned or did community service or otherwise received punishment, that person would likely be treading VERY carefully to avoid the appearance of impropriety. Sure, some people are recidivists, but in general, after a person's time of punishment is over, they don't deserve to never hold a job again for the rest of their lives. The punishment isn't supposed to be a life sentence.

For any one reading this string of messages. It should be noted that the person defending JAL and the convicted property manager is a board member of the same brooklyn coop that I reside in. Several shareholders expressed there concerns to the board about the convicted property manager and we all recieved the same response that was posted by JB over 2 months ago. This brooklyn coop has gone through its fair share of convicted felons. The previous board president was convicted of kickbacks and now there is a lien on his apartment. The current managing agent JAL Diversified has a history of mismanaging buildings. The current property manager was convicted of taking kickbacks. Many of the shareholders also suspect that the current board treasurer and secretary have also taken kickbacks. The biggest concern is that JAL manages over 50 buildings in NYC and now they have a convicted felon taking bids for projects, after he was arrested for taking bribes. This is unethical and will impact any building that is managed by JAL.

And I'm surprised anyone would think so simply because I'm defending a fellow American's Constitutional and civil rights. A conviction for virtually any crime is not a life sentence. The comedian Tim Allen was a convicted drug dealer -- should he never have been allowed to work again? A lot of people loved Home Improvement (though not me) and his voice in the Toy Story movies (including me).

Tim Allen wasn't breaking the law while plying his trade. The two were completely distinct. Not the case with crooked property managers who return to the same line of work that they couldn't do without cheating the first time around.

Tim Allen was a convicted drug dealer — if you follow your argument to its logical conclusion, you seem to be suggesting that Tim Allen should be allowed to sell drugs again.

That is such twisted logic I don't know where to begin. My point was that of rehabilitation, second chances, and the fact that once a sentence is over, a convict has served his time. What are you advocating -- lifetime exile to a gulag?

Just because someone broke the law in a particular field and served his time doesn't exile him from that field for the rest of his life. Tim Allen "going back to drug dealing" is a specious example -- the field of drug dealing was illegal in the first place.

A more apples-to-apples comparison would be to that a a businessperson cheating on his or her business' taxes. After being convicted and serving a sentence/paying a fine/etc., should that person be forced to leave the business in which they know how to make a living?

Bottom line? We (unknowingly) gave a guy a second chance... and he revived his criminal career in our building.

These people have access to our apartments, finances and family.. it is not unreasonable for us to not want them in a position where they can harm or steal from us. And the Board has the responsibility of protecting the SH -- to the best of their ability

It is also not unreasonable to suggest they they choose another line of work. Perhaps in realestate,, but not Managment or a position where they can take kickbacks or steal... Isn't Tim Allen...an actor? Bad argument/comparison.
HG

"Bottom line? We (unknowingly) gave a guy a second chance... and he revived his criminal career in our building."

Same here. Perhaps that's why I'm so sensitive to this issue. Email has made things more transparent and corruption more difficult, but it's apparently still far too easy for people to dip their hands in the cookie jar and help themselves. Things are too lax, boards often have too many other responsibilities to be able to pay sufficient attention or apply sufficient scrutiny, it's just too easy.

Shareholders elect a coop board to make sure the coop remains financially secure and continues to thrive. Letting a convicted criminal have major responsibilities would impact the coop in so many adverse ways. When we contacted the board about replacing the convicted property manager they told shareholders give the property manager a second chance. Our previous board president took over 50,000$ in kickbacks. If we follow the logic of the current board then we should let the previous board president go back on the board because he was convicted and now he has learned his lesson. The current board did not respond, because they may have realized that as shareholders letting a criminal manage the coop would put their investment at risk.

For any one reading this string of messages. It should be noted that the person defending JAL and the convicted property manager is a board member of the same brooklyn coop that I reside in. Several shareholders expressed there concerns to the board about the convicted property manager and we all recieved the same response that was posted by JB over 2 months ago. This brooklyn coop has gone through its fair share of convicted felons. The previous board president was convicted of kickbacks and now there is a lien on his apartment. The current managing agent JAL Diversified has a history of mismanaging buildings. The current property manager was convicted of taking kickbacks. Many of the shareholders also suspect that the current board treasurer and secretary have also taken kickbacks. The biggest concern is that JAL manages over 50 buildings in NYC and now they have a convicted felon taking bids for projects, after he was arrested for taking bribes. This is unethical and will impact any building that is managed by JAL.

Boards/SH's now have a very powerful tool. EmailPower...

We got rid of a criminal Super, questionable lawyer and very bad MangCompany.

Document EVERYTHING.
Write businesslike Emails. Ask pointed questions and you will have a powerful Email Trail. (dont forget to file them)

ALSO: Read your monthly financials. We have discovered strange overtime, bills etcetcetc.... The buck stops at the Board -- and if you are taken to court by a SH -- its YOUR name that will appear on the court doc.
PS: Our Super had a criminal record, which was hidden from the Board. We found out AFTER he was caught taking kickbacks and running other illegal business in the building. He trashed the Supers apartment and removed all the tools -- and still the Union protected him. He may be working in your building.

VP

I agree as a sh I have seen changes take place in my coop. Nothing had been done for years and when shareholders started emailing the board and other shareholders we have seen a slight increase in responsiveness.

Great post, VP. I cannot agree enough.

Email is super efficient, allows you to communicate with several people at once, minimizes ambiguity, keeps folks accountable — and has the added benefit of constructing an institutional history. It's an efficient, dated, searchable note-taking technology.

to VP re: >>He may be working in your building.

I've been trying to think of a reason why not to give his name, and I really couldn't. If it would help protect another co-op/condo, isn't it simply a concrete, completely objective thing to say, "From this date to this date, so-and-so worked at such-and-such address"?

I agree that old habits die hard. If board's and management companies ran a good background check issues like hiring a criminal would not happen. It is obvious that in all the cases listed a background check was not done. This is a reflection of an incompotent board and unprofessional management company. As is the case in my brookyn COOP. Our managing agent JAL never ran a background check before they hired the propery manager convicted of taking kick backs. There are no regulations for management companies and this is why issues like these occur.

They deserve to hold a job again for the rest of their lives but not in the field in which they commited the crime and that's the state law explains (see attached document 752.2)

http://www.employmentlawwatch.com/uploads/file/ARTICLE%2023-A.pdf

They deserve to hold a job again for the rest of their lives but not in the field in which they commited the crime and that's the state law explains (see attached document 752.2)

http://www.employmentlawwatch.com/uploads/file/ARTICLE%2023-A.pdf

Maybe he/she did do their time, but if he returns to same type of work he may slip and start taking the pay-offs again. What cooperative or condominium board would want to take that chance?

I agree everybody deserves a second chance, but he/she should maybe work in the management company office doing some other type of work that has nothing to do with the day to day operations of any building or selecting/making decisions on bids.

Our monthly meetings are Board members only.
All complaints must be put in writing. If they don't put it in writing we will not address it.
If anyone wants to meet with the Board they send a note and we allow 15 minutes to allow them to come. Again they must put it in writing.

Our board meetings are strictly closed, even when a shareholder asks to attend in order to present a specific matter needing board attention. But then, the rest of my board (not me) strongly endorses an extremely uncommunicative policy towards shareholders -- for which the board sometimes pays a price.

I live in a coop in Brooklyn. The board has only closed meetings. Shareholders including myself have requested to have open meetings at least to discuss major building issues. Unfortunately this is not the case, the board has had one open meeting this year only after shareholders started bombarding them with voicemails, emails, and letters. Like previous messages these meetings become a forum for complaints and the board uses this to ignore issues. The biggest concern with our board is that there are only 5 members; 1 sponsor, two members that were elected by the sponsor, one member does not live in the building, and the last member is ignored. Our managing agent JAL Diversified attended the last board meeting and spent most of the time telling people to, "shut up" and calling us "stupid". Of course the meeting became unproductive and majority of the sponsor elected board sat back and used this to ignore shareholders and building issues. I think the only way to have a productive meeting, is getting shareholders more active and informed.

We are required by our by-laws to hold a number of open meetings annually, which we do. Those meetings are used to make announcements and provide some reports to keep shareholders informed. At the end we do take questions and answers for about 15 minutes but we do not discuss legal issues or anything else that may be considered confidential. We do not conduct any business at these open sessions.

In theory it sounds OK; however these sessions are consistently attended only by a small group of long time residents as well as a small group of dissidents who use it as a forum to complain and have no interest in the truth. Of course it allows us to nip those complaints in the bud by correcting misconceptions and providing the others with the right information.

The trick is not to let the Q&A get out of hand - no soapboxes, no political rhetoric, and no name calling.

AB - if what you are saying about your managing agent is true and not taken out of context, the board should not tolerate such behavior, nor should it tolerate such behavior from the shareholders. The next time your board has such a meeting, they should provide an agenda and stick to it. Shareholders should ask questions that are reasonable, unemotional and respectful. In turn they should receive reasonable, unemotional and respectful responses.

Thanks for the response Board Prez/ These statements are all valid and not taken out context. The main issue with the current board and managing agent is that there is no agenda or organization. I dont think there are any tricks for a meeting other than being organized. I would post several emails that I personally recieved from JAL and from the chief officer of JAL Diversified John LiPuma, but I do not want to breach any confidientialty or privacy. I assure the wording and statements in these emails haressed me and fellow shareholders. Shareholders even started a forum on a google group discussing the behaviors of the board and managing agent. Shareholders continue to let the board know about their concerns and the criminal property manager.

The property manager reports to us the board and is answerable to the board -- only!!!

We do NOT allow shareholders to question the property manager at any meeting.

In my view, one needs to take control.

For instance, in NJ we are required to conduct two open board meetings a year. In addition, we are required to have four other meetings a year. These other meetings are closed board workshops wherein we do not vote on any material items. Yes a “slight of hand”. Why, because at the semi-annual meetings we vote to authorize the board to enter into contracts, to spend the capital reserves on planned programs, etc.

Now back to the open shareholder meetings. Open does NOT mean the shareholders participate in the meeting. To the contrary, the shareholders are spectators during the 9 to 21 minutes required to conduct the business. Shareholders are not permitted to ask questions or make comments during the open board meetings.

As noted in the other posting, after the “open” meeting is closed, then we allow a period of questions and answers. Typically, a shareholder is limited to one question so that all may have a voice. See:
http://disc.yourwebapps.com/discussion.cgi?disc=94379;article=10930;title=Habitat%27s%20Board%20Talk

Yes there always a cabal of unfounded dissents and the challenge is to not allow the dissidents to monopolize the meeting and risk losing the good people who recognize the value brought to the co-op by the board members and their activities.

Our semi-annual meetings take 9 to 21 minutes from open to close.

OK, I’ve piqued your interest.

By NJ law, we are required to have two “open” meetings a year and both are scripted. This means we have a set program that we follow. And, we have 500 units and we are considered an upscale co-op..

In May it’s the results of the annual, yes annual elections, as all board members serve but one year. We are planning to amend to allow two year terms, unlimited. Each board member makes a report about key areas of the corporation, e.g.: capital improvements, capital projects, security, health club, landscaping, summer pool operations, financial well being, legal matters, etc. We are never in poor shape as we have retired our original $8,000,000 mortgage without ever refinancing. Because we are in such “excellent” shape, we really don’t have any dissent amongst the board members. Twenty-one minutes = done.

We then close the “official” May meeting.

Next the president offers a state of the co-op corporation and community speech.

Following, is ninety to one-hundred minutes of open questions and answers that any shareholder can pose.

The November meeting is to ratify the next year budget, to approve the maintenance increase and assessments (previously distributed to all shareholders) and to approve the use of the capital (assessment) funds as planned per our long term AICPA required capital improvement program. We also approve the use of the line of credit as required. Nine minutes = done.

We then close the “official” November meeting.

Again, the president offers a state of the co-op corporation and community speech, similar to May, but with new topics.

Following, is ninety to one-hundred minutes of open questions that any shareholder can pose. Board members or counsel respond as appropriate.

So, we open the May and November meetings at 7:30 PM and gavel all closed at 9:00 PM. We have run later on occasion to 9:15 and once to 9:30.

Because we really don't have financial issues all are in harmony and we can show a united front. Yes, there are co-ops where the challenges are quite onerous. Hopefully all can achieve harmony.

If you were in the shareholder's position what would you like to hear? This question will focus your presentation and of others.

1. Legal issues.
2. Committee reports - admissions is one, financial another headed by your Treasurer. If you do not have committees,capital improvement coordinators and progress if any, etc.
3. A recapture of operations in general terms, i.e. challenges and rewards.
4. Some semblance as to what will happen in the next 12 months or where is the co-op headed based on your challenges and rewards.

AdC

We have used Evins Exterminating for many years and have been quite happy with them.

TRY CONTACTING STUART BOGARD AT PRO-TECH PEST CONTROL (631) 269-6609

Our building has used Mr. Bonzai de Bug -- and despite the silly name, we have seen great results. While we rarely have rodents, even their sighting have declined. And he's very aggressive about bugs.

Once this begins, it could get out of hand. If the Board wants to send flowers, take up a collection.
Many of the SH probably dont even know who they are sending flowers to -- and if they did would take care of it themselves. A card from the Board, and inividual SH can do what they want

Our Board sent expensive flowers to our prev MangAgent for his new baby and charged it to the SH. However, the majority of SH could not stand this man, and he was (due to a SH petition) fired a few months later.

AliceT

Most buildings do use the operating fund.
maintaing building wide relations, quality of life issues and the like should be considered operating expences but you should speak to your accountant as how to classify them... just stay away from the gifted trips to the tropics and vegas!

~AR

Hey James,

I understand you 100%. I have yet to get others involved as well. It seems that no matter how patient I am explaining to other board members my concerns and how things should be run after extensive research and effort no one seems to get it. This is my second year on the board and I am dealing with people who just don't care. Part of the problem is that 2 board members are the original builders who own 7 out of the 20 units and just rent them out to collect income. They are so difficult to deal with and everything is an argument. The other homeowner this year who happens to be President does not know his ass from his elbow (excuse my language) and he is swayed by the 2 builders in making decisions. Meanwhile, I have been working so hard for the community in trying to do the right thing.
I have really gotten upset over this. I feel at times I want to quit because it makes me that upset but If I quit I am afraid that the whole place will go to hell. We are a small community and people will support me but no one really wants to be involved on the Board. Its very hard for people to understand the frustrations of a Board when they are not involved in the everyday operations of it. It really has become a second job. This year I made sure that I e-mailed the majority of the community to let them know what is going on and it seemed to get people's attention. Hopefully at the next annual meeting I will have at least 1 new person that might be interested to join the Board. Its like I don't mind working hard but I want my work to pay off with people being supportive. Its hard to explain things to people especially when people are not practical and can't use common sense. I understand your frustrations. At least we are in it together. Hopefully, with time things get better.

I would love to find a way to groom others Who groomed you?

In our 485 unit coop:

A supply line water leak to a toilet, sink, etc. (e.g.; water is under pressure) takes precedence.

Similarly, the supply or drain to/from a window heating/cooling coil unit system is treated as a high priority with same day repair.

All things being equal, the supply line leaks (sink, toilet, AC/heating unit) are repaired within minutes.

Toilets which do not drain properly are also at the top of the list.

If there are no supply line leaks, then waste pipe leaks are repaired, e.g.: elbow/trap under a sink.

Our maintenance staff repairs window mechanisms and sliding terrace door mechanisms. These are next in priority, unless there is broken glass and a potential hazard to pedestrians or residents.

A fan unit (failure or noisy) within the heating/cooling unit under a window is a lesser priority.

Sink faucet washers are next in priority.

Each apartment door has a mechanical doorbell ringer. These are also lower in priority.

Painting the exterior of a scratched/marred apartment door is scheduled when our house painter can be available.

Items which can cause damage, e.g. water leaks or hazards, are repaired the same day. In some cases we may shut the supply line to a window unit and then effect repairs the next day.

Unless there is a long queue of repairs, repairs are effected in order of receipt and in accordance with the above “priorities”; typically same day. But do note that some repair windows are negotiated with residents for their convenience.

Of course major building mechanical issues are accorded a higher priority but our management office or maintenance office always communicates with the resident.

Our maintenance staff is available from 7 AM to 9 PM, weekdays and 7 AM to 7 PM weekends.

Does the maintenance ataff (co-op) charge for these repairs? We're a small co-op and debating what should be fixed for free by our part-time super versus charges for a larger scope of work.

For that which the co-op is responsible, e.g.: heating/cooling units in their entirety, the valves on the water supplies that exit the wall before a sink or toilet is attached, windows (normal wear and tear), damaged parquet floors because a building supply line failed, etc.; the co-op does not charge a penny.

For other items, such as standard sink washers, sink waste pipe & elbow, doorbell mechanical device, etc. the cost of the parts is billed to the apartment owner.

For these latter “at cost” repairs, the first thirty minutes time for the maintenance person assigned is free as we wish to encourage folks to obtain repairs sooner rather than later before the problem expands into a major problem.. After thirty minutes, there is a nominal fee, e.g. without profit, for the time the maintenance staff expends in effecting repairs.

Of course, the maintenance staff will not tackle electrical work and other work that requires a licensed craftsman. But they will change a light bulb for a resident.

Does the maintenance staff (co-op) charge for these repairs? We're a small co-op and debating what should be fixed for free by our part-time super versus charges for a larger scope of work.

As a Resident Manager I make sure all of our work orders are done within the 8hr shift, now being that some work is not the buildings responsibility we have come up ith a system that the building will allow the staff to perform work for the residents. Toilets, sinks, light bulbs and filters should be changed before the shift ends, especially toilets and sinks/faucets since the risk for damage is high to the neighboring apts and the health of the building.