Hi BoD Member - Just a general comment. The situations you describe and the answers you are seeking are way beyond what anyone on this list would want to respond to. It sounds like law enforcement is already involved and you need to let them do what they're supposed to.

I am not familiar with the HDFC governance structure and I'm assuming your co-op has an attorney of record. At the very least I feel your board needs to consult with the co-op's attorney for the answers to the other questions and issues you raise. I'm surprised this hasn't already been done, but if you're asking on here I take it your attorney has not been notified or become involved.

What you should *not* do is take matters into your own hands, offer rewards, take punitive action against the perpetrator shareholder, etc. At best you'll complicate the legal process for dealing with the shareholder, and at worst you'll cause the situation to escalate into something very ugly.

I wish you success in dealing with these problems, but you should not be looking for free advice because it will only be worth what you pay for it. Get professionals involve if you haven't already done so, for everyone's sake.

Why haven't the police been called? You have it on tape the board member was hospitalized..The person who assaulted this shareholder/board member should have been arrested. Also you need an order of protection on this person and have a lawyer proceed to remove this person permanently from the building.
This is common sense 101. Best of Luck

I don't like the idea of the co-op's attorney of record being on the Board of Directors. If this person is also a shareholder, there's an obvious conflict of interest. How do you plan to move forward with legal action against this shareholder if a problem arises? And even if the attorney/director is not a shareholder, it's still problematic. They'd need to recuse themselves from voting on whether to engage their services. Otherwise, there's a business conflict of interest. "Do we need to replace light bulbs that burn out? Better call the co-op's attorney for a consultation!"

Have you ever heard of this before though?

He’s a non voting board member but I still think it’s odd and to me inappropriate.

I fully agree with Carl from my own experience. For a number of years, one of our board members was also the co-op's attorney of record. This was done in the guise of "saving the co-op money".

On occasion, this caused serious disagreements between he and I due to his conflict of interest. As a board member he had a fiduciary responsibility to the Co-op Corp and its shareholders. But as the co-op's "attorney" he would render legal opinions that favored his side of a disagreement, even when demonstrably wrong. It was uncomfortable and messy.

I'm not sure I understand the significance of being a "non-voting board member". If he can't vote, what is he purpose on the board?

Your co-op's attorney should be completely independent of any connections to the Co-op. He should not be a board member voting or otherwise, he should not be a shareholder, he should not have any family relationship to a shareholder, nothing.

It’s so bizarre because I grew up in a house and work in NYC and just can’t believe all the made up rules/situations. It’s all so loosey goosey. You have people on a board who know nothing about a building and especially the structure and they make decisions.

A common practice for practicality. He can sign documents for convenience sake when sending them on a round trip to the Board is a waste of time and energy.

I still don’t like that. It’s our home and we need to control it and the President or VP should sign documents.

Yes, it's almost like real life! In business you think every board director knows all about structures or anything else about running a company? That's why it's useful to have an engineer on the board if possible to bring some experience to the table.

Unfortunately what I see is that they don’t know anything and think they do and make expensive mistakes.

Hello

So sorry.

I actually called the NY State Attorney General office about a situation in my co-op and was able to speak to someone that was so helpful. His name was George. 1-800-771-7755. I think it’s #3 to speak to someone so listen to each section. They will give you numbers and info on who and what depts to call but start here first and tell them your situation.

An article in the latest issue of The Cooperator has a number of questions posed by shareholders concerning tainted or questionable elections, and responses from attorneys. You may find something that is on point for your issues or close to it.

https://cooperatornews.com/article/qa-tainted-elections

Thank you but how would you feel if that happened to you? Also during the meeting the attorney was rude and disrespectful and I’m an owner but during the actual annual meeting he was so nice. Would you think it was shady considering all the other board members knew about this document? There is a click. Who’s going to join the board now. So if you burp the wrong way and someone doesn’t like you on the board like the President they’ll contact the attorney. I spoke to the management company (President) and I told him how unprofessional and shady it was and how I felt and then I told him I’m no longer going to serve on the board. I also showed the document to a few people and they said they wouldn’t sign it either. I told a few shareholders because they congratulated me and then I told them I’m not joining and they were upset.

remember the shareholders vote and elect the Board, not the other members of the board. So only the shareholders can remove a Board member before their term is up.

Thank you but the attorney said if I didn’t sign the document I can’t be on the board.
I felt like I was being bullied.

You can ask the attorney under what authority you can be denied your place on the board if you don't sign the document, but if you're not an attorney yourself it's a spitting contest you'll probably lose. If you ask, do so in writing and request he also replies in writing.

I see two options: speak to your own attorney, or contact the Attorney General's office, advise them of the situation, and ask them for help

Do you do this in your co-op?

Who’s going to join the board with all this nonsense. My job doesn’t even do this.

It's a huge investment for you. Are you going to let someone else run down the quality of life and the resale value?
If so, what do you expect us to do?

If you and the other shareholders choose not to do anything you've effectively ceded the outcome to the incumbent board.

In answer to your question about who's going to join the board with all the nonsense, the answer is simple. Organize the rest of the shareholders so a slate of board candidates you put up receives a majority of shareholder votes. Old board is out, new board is in, nonsense is gone.

I said the answer is simple, not easy. You'll have to really work to overcome natural inertia and the tendency to avoid confrontation. You may not get a majority to support your position and at best elect only one or two new board members. You may need to go to an outside attorney and that will cost money. Only you can decide how much pain you're willing to endure, and if it is so much you'd rather throw in the towel.

I actually told the mgmt company that I’m not joining the board. Someone else joined and she’s actually a good person BUT I’m sure the shareholders are wondering why I decided to do that 2 days later. An email went out already.

Oh the President reported someone already and that’s why he didn’t run again .
I can’t be in the same space as her. It’s a team effort and a woman who worked in a completely different industry has no clue about the structure of a building. I do think she’s afraid of me because i confront her when she lies.

I started letting shareholders know already and they were upset and to me the Board loses credibility doing shady things right off the bat.

I will check her and the attorney. I’m the client and his click with her is unprofessional.

If other shareholders are upset over shady board actions it should be much easier for you to organize the shareholders and get a friendly slate of candidates elected.

I definitely was upset on the disrespect from the attorney to an owner. He works for me/co op. I think if it was presented better and more like…please don’t get offended but we feel this is something we should have in place and all board members will be signing this…

The other board members knew about the document because its a click and the fact the President already ratted someone out isn’t good. we have a board member who was subletting illegally until he was approached…who’s going to take the board seriously.

We if I would of known about this document I wouldn’t of run.

We’ll have to change next year.

I would feel ambushed too. I assume you've had a chance to review the document and you don't agree with it. If you were duly elected by a shareholder vote I don't think the board has the power to arbitrarily throw you off. You might have to contact an attorney about this. Also, check your Bylaws. That document provides the rules under which the board can conduct itself. It should contain a section describing the conditions for board member removal.

If you want to push back, the first thing I would do is ask for copies of the CoC documents signed by every other board member. See if everyone is in the same boat or if you're rowing by yourself. If you get the copies, hang onto them. If you're refused, don't sign anything either. I believe you're still a board member. You may have to contact the Attorney General's office for help.

You'll have to decide if you can live with the CoC. If you can, fine. If not, you may need to talk to an attorney because co-op corporations and their boards are controlled by NYS and NYC laws and regulations.

Good luck!

The others will sign too but they’re on the board and knew about the document already. It wasn’t even an official document because it was a blank white piece of paper and cut and paste and no date or co-op heading name. It also states in the second half that as a board member I can’t contact our management company or a vendor and I have to go through the President. Obviously the President is insecure that I’m going to out shine her. Who’s going to join the board now with this stupid document.

We have sponsored units in our building and little by little they sell them. We don’t have a lot at this point. Once the sponsor sells them then the buyer becomes a shareholder and has to follow the rules. They can’t rent out their unit aka sublet until after a certain time. You should contact your management company and co-op attorney because something doesn’t make sense or maybe with us we don’t allow investors and that’s why we don’t have that problem. Did you also check your bylaws?

Be proactive or people will take advantage

you cannot restrict his sending out info on a sheet of paper.
Have a conversation and tell him of the concerns of the rest of the board.
A board member you cannot work with should be voted off the board. Campaign; you are in politics!

Does the president try to make it sound as if the emails represent the entire board, or is it clear from the context that the emails are the opinion of the president individually?

If the former, at the next board meeting you should vote to require a majority board approval of anything being sent by individual board members. If the president continues to defy the board's vote, it should be easier to remove the president or any board member who behaves badly.

If the latter, the board should inform the president that if they persist in sending out emails to shareholders that do not represent the majority of the board, the rest of the board will send out their own email expressing the views of the rest of the board.

The way we deal with individual vs board emails is, if the email would reasonably originate with an individual board member, such as the treasurer sending out something to do with co-op finances, the board approves the text and the email goes out in the name of the treasurer only.

If the email expresses a full board opinion or vote, then the email is signed by the individual writing it, and indicates board concurrence, like this:

--- Steven424, for the board.

Either way, remember that no individual board member is above the will of the board.

They send communication as if it’s just from them and not the team. This person doesn’t understand what a team is.

Depending on the situation, It sounds like the President may be acting very prudently.

If the President becomes aware of some action by another board member that "may be wrong", the President may first want to find out if there are any legal ramifications to the action, and may also want advice on the best and least harmful way to deal with the action.

As for not consulting with other board members, the actions of the errant board member may cause embarrassment or show a lack of good judgment, and the President wants to spare the board member any blowback.

Talking to an attorney is not ratting out a fellow board member, but a good way to get an idea of the consequences from different courses of action.

This President tries to find anything to get this board member out. It’s such caddy nonsense and then they want to know why no one wants to run for the board or ask questions or shows up to Annual. They really don’t care or respect them.

If enough other shareholders feel as you do, then you all should organize and propose your own slate of candidates. Then vote the entire existing board out. It will be very messy, but short of taking any sort of legal action, the best way I can think of to resolve the problem.

In our co-op it's the attorney who leads the post Annual Meeting election of officers.

I think that your President is just doing her job reminding people via communication what's going to happen after the meeting - regardless of whether she's still the President after the next meeting.

She can act as if she is still president right up to the election of Board members. Then you have new board members who amongst themselves elect the new officers. You can vote her out of being Pres or not.
Exercise your ability to stand up for yourself.