Check the By-Laws of your co-op to find out what is the process of nomination and if there is such deetail contained in the by-laws. If not, you may find out what part of the by-laws may be changed by the board by way of resolution. For example, many co-op may have resolutions to cover staggered boards. If per chance, the mannerin which candidates submit their nominations is an area that a board may change by way resolution, then you want to see a copy of the resolution, when it was adopted and the manner in which it was distributed to shareholders to provide notification. Remember, any changes to by-laws and PL must be COMMUNICATED to shareholders to be valid.

AdC

Again, boards are obligated to distribute resolutions adopted by the board that may impact or modify the by-laws or the Proprietary Lease.

AdC

Check the By-Laws of your co-op to find out what is the process of nomination and if there is such detail contained in the by-laws. If not, you may find out if any article of the by-laws may be changed by the board by way of resolution. For example, many co-op may have resolutions to cover staggered boards. If per chance, the manner in which candidates submit their nominations is an area that a board may change by way resolution, then you want to see a copy of the resolution, when it was adopted and the manner in which it was distributed to shareholders to provide notification. Remember, any changes to by-laws and PL must be COMMUNICATED to shareholders to be valid.

AdC

Again, boards are obligated to distribute resolutions adopted by the board that may impact or modify the by-laws or the Proprietary Lease.

AdC

Check the By-Laws of your co-op to find out what is the process of nomination and if there is such detail contained in the by-laws. If not, you may find out if any article of the by-laws may be changed by the board by way of resolution. For example, many co-op may have resolutions to cover staggered boards. If per chance, the manner in which candidates submit their nominations is an area that a board may change by way resolution, then you want to see a copy of the resolution, when it was adopted and the manner in which it was distributed to shareholders to provide notification. Remember, any changes to by-laws and PL must be COMMUNICATED to shareholders to be valid.

AdC

As if oft the refrain herein, it depends on your co-op’s corporate bylaws.

In our building the bylaws specify that thirty days before the annual meeting all shareholders must be notified in writing of the meeting and the closing date for nominations. While we sometimes put co-op notices under a resident’s door, in this case we mail a letter to all shareholders notifying the shareholder of the date of the annual meeting and the closing date for all nominations. The closing date is two weeks before the annual meeting.

This year the closing date is 4 PM, May 15th, two weeks before the annual meeting. Within minutes, we post the names of all nominees on the bulletin board.

Nominations are never permitted from the floor per our by-laws, without exception.

In our building, the president votes on all matters before the board and not as a tie breaker.

As for Roberts Rules of Order, this NYTimes article, Q and A, By SHAWN G. KENNEDY Published: February 23, 1992:
Absence of a Quorum Question: I live in a Mitchell-Lama co-op. At a recent shareholders meeting there was a discussion about what action is taken in the absence of a quorum. An attorney for the housing company said that Roberts Rules of Order are not recognized as an authority on parliamentary procedure. Was he correct? . . . Theodore Smith, the Bronx Answer: Yes. Roberts Rules of Order are not legal guidelines, although they are time-honored procedures for conducting orderly meetings. Any official meeting of a co-op in New York State during which business is conducted would have to conform to the state's Business Corporation Law.

See:
http://query.nytimes.com/gst/fullpage.html?res=9E0CE7DB1331F930A15751C0A964958260


= = = = = = =
The Cooperator had an article that opined:
Liberty Court Condominium Residential Unit Owners Coalition v. The Board of Managers of Liberty Court Condominium Lesson: Calling for nominations of candidates for board membership from the floor at the time of a board election is a "fair and effective method" for nominating board members.

The bylaws of many cooperatives and condominiums do not specify how to nominate candidates for election to the board. It seems that Liberty Court Condominium's bylaws did not specifically address how candidates must be nominated, but provided that unit owner meetings are to be governed by the current edition of Robert's Rules of Order or other rules acceptable to the majority of unit owners present at the meeting. A coalition of Liberty Court owners wanted precise rules covering the nomination method and sued for a bylaw amendment. The coalition lost and the Appellate Division, First Department, gave some guidance on this issue.

The court explained that the statutory requirement that bylaws provide for the nomination of a board is satisfied by Liberty's bylaw provision referring to Robert's Rules of Order. Like many co-ops and condos, Liberty's board accepted candidate nominations from the floor of the meeting. The court recognized that accepting nominations from the meeting floor is a "fair and effective method" for the nomination of board members. Notably, the court was impressed by the fact that the condominium also customarily delivered a pre-meeting notice of nominations and decided that such notice comports with Robert's Rules of Order and gives "fair and effective notice."

See:
http://www.cooperator.com/articles/1028/1/From-the-Court-to-the-Board/Page1.html

The “What to Expect” document will help you hire a Multifamily Performance Partner (or just “Partner”), which is the first step to getting an energy audit for your building. The “Step by Step” document will give you a better understanding of the process you will go through in the program and lists the incentives available on Page 2.

The Partner Network: http://www.getenergysmart.org/Resources/FindPartner.aspx - list of approved Partners by county. Feel free to peruse their websites and contact them immediately to discuss your project. They can answer your questions about the Program, what incentives are available and what the next step is for you.

Try this organization - they are based in Manhattan and have done several large coops:

http://www.aeanyc.org/site/c.dhJJJTOzFoH/b.2392579/k.8E53/Energy_Audits.htm

Please would you list some buildings this organisation has been working for?
Thank you
Miriam

call them for references.

Martha, the annual meeting should report activity since the last meeting and give SHs an idea of what's in store for the year ahead. In general, SHs want to know their money was well spent in the past year to improve the coop and enhance their investment and that there isn't a maintenance increase or assessment coming up.

SHs like good news - how much the coop collected via a flip tax/transfer fee...refunds from the city...ways you were able to upgrade the coop and save money doing it, etc. Look at the last annual meeting's minutes and report on positive steps taken on things discussed a year ago.

But few coops have only good news. It's smart to alert SHs to major projects you know aren't far off but don't guess-timate costs. They can change a lot by the time you do the project. SHs will remember what you say and throw it back in your face. Remind SHs at meetings of major near-term projects so they aren't a surprise when the times comes to implement them, esp if you'll need an assessment to pay for them but don't get into things the board isn't seriously considering for the coming year.

SHs all have a personal agenda. If they ask why they have to pay to repair their air-conditioner or why the board can't evaluate/approve a new sublet tenant in a week, give them a brief, courteous answer and tell them to call the managing agent or you for a fuller explanation. SHs deserve a reply to concerns, but don't waste everyone's time at the annual meeting on issues that don't interest or affect them all, esp if what they ask isn't relevant to what's being reported or discussed at that point in the meeting. That's how things get off track and why meetings often last longer than they have to. It's often a juggling act and whoever chairs the meeting has to keep things in order. But don't ignore or dismiss a SH's question or concern. That's one thing that drives SHs crazy. Answer them at the meeting if you can without wasting time or tell them to follow up with the managing agent or you later.

We distribute a state of the co-op letter to all shareholders about three weeks before the annual meeting.

We describe the financials of the co-op, accomplishments during the year, plans next year, the proposed increase (a range) in maintenance and assessments* the status of capital improvement programs, and outside factors that may affect the co-op, e.g.; fuel costs.

*As all costs rise each year, we raise maintenance every year. In our opinion, failure to do so (raise maintenance) or to finance operating expenses from mortgages is anathema to true fiduciary responsibility.

Our annual meeting, including voting is typically concluded in fifteen minutes, this includes election of officers and voting on key items.

Wait, don’t criticize!

After the annual meeting is closed, we conduct a Q&A session. For as long as folks wish to ask questions we remain.

So, if the annual meeting begins at 7:30 PM and closed at 7:50 PM, we have often stayed until 9:30 to answer questions.

Try Matthew Adam Properties, Inc.
127 East 59th Street, 3rd Floor
New York, N.Y. 10022
(212) 699-8900

Ask for Ira Meister, President

Good Luck in your search

The management selection process is a tough job for any board of directors to take on. I suggest that you do the following:
Speak to the Cooperative's/Condominium's attorney and accountant and ask them for recommendations. They will give you at least three companies to speak with as to give you only one is a conflict of interest. If you do not have an attorney selected as yet it should be done before you seek out a managing agent.
Hire a management consultant to help you with the selection process. This should not cost more than a couple of thousand dollars and should result in saving you lots of time and frustration and save you at least, if not more in future management and extra fees.
Prepare a questionaire for each of the candidates to complete. Don't get too detailed, get the pertinent questions answered.
Decide exactly what you expect from the managing agent so that you can communicate your expectations to prospective candidates.
Visit the back office of each company to see what is behind all the talk.
Lastly, there is no such thing as a "small building specialist". All professional management companies are able to manage a building no matter what the size.

If you need more information, contact me.

Much appreciated! We know that we are in for a long and difficult process and appreciate all of the help that we can get!

If you think it is worth $100 per unit to have a professional guide you through this process from start to finish, please contact me and I will be glad to meet with your board to discuss it.

We made a big mistake a year ago! And now we are interviewing for new mang companies. Call the Boards of the other buildings of the companies you are interviewing -- and speak to more than one Board member. Dont be discrete and so polite that you end up with a Mang who thinks they own your building. Most Board's forget that this is a business negociation. A friend of mine says that he Negociates like an enemy -- but comes through as a friend.

And going forward -- Email has now become a catalyst for change in how Mang companies operate. No more "I did not get your message." Email keeps everyone informed and honest.

The Property agent is the most important person. Again, find buildings he mananges -- and talk to the residents. The Agent can make all the diffrence.

Fees: A cheaper company may charge higher fees, or have hidden cost. Such as: Outragous processing fees for small jobs. Mailing cost.. etc...you will be surprised by how quickly the cost adds up...

If you have a Super you trust, he could give you your best lead....
Sorry to sound so distrustful -- but we have paid, paid and paid for our mistake.
VP

According to the NY State Rent Stabilization laws, a roommate is distinct from a subletter, and a renter has an absolute right to have a roommate. The landlord is not required to approve the person, and only has to be notified.

Any court looking at any proprietary-lease clause about roommates will look to that established tenet (note: "tenet," not "tenant"!) for guidance. It's hard to imagine a court would find forbidding a roommate acceptable -- if it were, you couldn't a significant other move in with you.

Condop?
Dan, where exactly do you live in the condo or coop?
Condo apartments can be freely sublet, and there is no way your proprietary lease states that sublease require board permission and can only be up to 2 years.
In the coop The proprietary lease usually provides that the shareholder and members of the shareholder’s family may occupy an apartment, and Section 235-f of the Real Property Law (the so-called “roommate law”) provides that every residential lease entered into by one tenant “shall be construed to permit occupancy by the tenant, immediate family of the tenant, one additional occupant, and dependent children of the occupant…” This law has been held to be applicable to co-op proprietary leases. Therefore the co-op board may not prohibit shareholder from having a roommate.

I live in a cond-op. Despite its name, to me, it's pretty much a fancy name for a co-op. In any case, the board instituted a new rule requiring the shareholders to "register" their roommates with them. And, get this, our management company wants an occupant (non-owner) registration fee. I am starting to believe when there's nothing to discuss at board meetings, things start to get ridiculous.

You have to tell them the name of your roommate if they ask and nothing else and there is no way they can legally charge a fee. get on your board and help them/. they need it.

I believe this was already discussed below ("B/M Breaking By-Laws: Out of Control Board")?

In any event, can you quote the section(s) of your By-Laws that you believe are being broken? Also, are you sure that your By-Laws require a 2/3 affirmative vote of shareholders? I'm asking, because a change of our building's By-Laws can be done by either a 2/3 affirmative vote or shareholders *or* by a vote of the Board.

If you want an attorney's opinion, you may have to pay for it out of your own pockets...but it sounds as if it would be money well spent. Good luck.

Thank you... The only way the BL can be changed is with 2/3 vote of the Shares.... The Board cannot change the ByLaws.

I would be very surprised that a Board can change the ByLaws.... This would leave the SH helpless in the face of BM(s) with a personal agenda -- which is exackly what has happened in our building..

Its now in the CoOp lawyers hands...

>

Sorry, but you are wrong. Our By-Laws state, in Article XII, Amendments:

"Section 1. These By-Laws maybe amended, enlarged or diminished either (a) at any shareholders' meeting by vote of shareholders owning two-thirds (2/3) of the amount of the outstanding shares, represented in person or by proxy, provided that the proposed amendment or the substance thereof shall have been inserted in the notice of meeting or that all of the shareholders be present in person or by proxy, or (b) at any meeting of the Board of Directors by a majority vote, provided that the proposed amendment or the substance thereof shall have been inserted in the notice of meeting or that all of the Directors are present in person, except that the Directors may not repeal a By-Law amendment adopted by the shareholders as provided above."

Have you actually read your By-Laws to confirm that it does not contain the above paragraph?

We have all read the Bylaws, including our lawyer, and our ByLaws do not allow the Board to overturn a Bylaw...

We would be wrong in your case, but in ours -- we are right.

AliceT

i have been in my co-op for 2 years now and have experienced nothing but heartache.
i have been complaining about mold for 2 years now around my air conditioner and have not gotten anyone to come look at until last week. when someone did come take a look at courtesy of the board,not only did they not fix the mold but they said it was because of my airconditioner sleeve. they took out my air conditioner changed the sleeve and left my air conditioner sitting on the floor. they refused to put it back in. they said the board told them not to put it back in. THEY NEVER TOLD ME THIS UPON THEM COMING IN AT ALL. HE TOLD ME HE WOULD PUT IT BACK IMMEDIATELY. they have also complained that i am using a 220 volt amp to run my air conditioner which was allready established before i moved in and one that they have seen during 3 inspections they have done. They are abusing thier power in order for their electrician and air conditioner people to get paid.
CAN SOMEONE HELP ME!!!!

Every definition I’ve read or that my own co-op employs defines the role of a proxy as a means of casting a vote, nothing more or less.

Even the definition, copied from the author of this thread, asserts the same; to wit:
Legal definition of Proxy:
http://legal-dictionary.thefreedictionary.com/proxy
proxy n. 1) someone who is authorized to serve in one's place at a meeting, particularly with the right to cast votes. 2) the written authority given to someone to act or vote in someone's place. A proxy is commonly given to cast a stockholder's votes at a meeting of shareholders, and by board members and convention delegates.

No where does the definition address the issue that a proxy holder is allowed to address the board during the Board of Directors meeting. A search of the Internet and other forums such as this one will reveal scant to nil occasions where a proxy is permitted to enter into dialogue with the Board of Directors.

Quite frankly, in my co-op the proxy holder, when credentials are verified is only permitted to vote during the Board of Directors meeting. Before one has a knee jerk reaction, we then close the Board of Directors meeting and conduct an open forum with all shareholders present. But, even in this open arena, by our definition a proxy has no stature to address the Board or the shareholders present, unless specifically invited to do so.

If the Board of Directors refuses to accept the valid credentials of a proxy holder and the votes to be cast by the proxy holder, then one has the foundations for legal action or other remedies that are permitted by the corporation’s bylaws if a Board member violates the tenets of fiduciary responsibility.

If one wishes to ascribe other powers to a proxy holder, or to a shareholder, for that matter that is either a local prerogative granted or removed by the Board of Directors.

The caveat as always is that the by-laws may stipulate that a shareholder or proxy holder may be permitted to address the Board of Directors in a Board of Directors meeting. Most often this is never the case.

On the other hand, in a shareholders meeting, which is different than a Board of Directors meeting participants may be allowed to voice opinions at the discretion of the Board of Directors. Again, unless the “rules” for an open forum are in some legal document crafted by the corporation, the Board of Directors can establish its own rules and change them.

Some folks in their comments in these forums seem to forget that the co-op is a corporation with a dutifully elected Board of Directors, empowered to conduct the business of the corporation on behalf of the shareholders.

If one is at odds with the actions of the Board of Directors, whose activities may be unsavory and yet within the fiduciary responsibility of the Board of Directors, one may run a slate to depose one or more board members, or depending upon the by-laws of the co-op corporation, one may petition for a special election.

be very careful as this is a situation so easily abused. Here is what you do: residents have to fill out a slip requesting "private" work and the managing agent keeps a record of it. This way , nothing slips thourhg the cracks and you have full discolsure/ check with a lawyer on what to say on the slip so that the coop is not reponsible. . very important= make sure everyone knows the staff may not perform work that is over $200 (NY contractor law regarding being licensed - work must be under $200 if unlicensed ) and NO electric in the walls or plumbing in the walls. also residents requesting such work must have insurance.

We don't allow building staff to do side jobs for residents on their own time for plumbing, electrical, etc. unless they're licensed and insured. We also make residents sign a waiver saying if they use staff people for private work who aren't licensed and insured, they'll be responsible for any damage to other apts or the building as a result of the work, and, they won't hold the coop liable if private work by staff people doesn't meet their satisfaction, function properly, deliver the expected/promised result or for damage to anything in the resident's apt.

I am a Super/Resident Manager. As far as repairs go be very careful. building staff is always looking for a way to make a quick buck, and resident like this being that its cheaper then calling a mechanic.If the repair go bad you could personally be held liable for any damage, since your building insurance WON"T cover this.

My building is now trying to bill repairs to shareholders and keep our maintenance staff from doing work on the side, ie their lunch break etc. I'm asking my fellow board members to come up with a list of billable items, ie furniture moving, cleaning of balconies, etc. What can be billed vs what is customary for the building to just do for a shareholder, maybe unclogging a drain? There also appears to be no consistent scale for what is charged and who is charged. Any ideas??? Being new to the board I've been asked to see where we can improve.

Confidentiality has several ramifications as to shareholder information, contract information, board member information (e.g.: voting, opposed or for), salaries, etc.

Here are some references.



Just for starters

http://cooperator.com/articles/1491/1/Board-Resource-Guide-Etiquette-for-Board-Members/Page1.html

http://cooperator.com/articles/1069/1/The-Need-to-Know/Page1.html

http://cooperator.com/articles/1096/1/Disseminating-Information/Page1.html

This is an old topic that you should be able to find prior opinions.

My personal opinion is prices should be dictated by the market. Many will disagree with this point of view. However, you need to be realistic and allow shareholders continue their lives. Additionally, all circumstances are different and some people will be willing to lower their price according to their own interest. A co-op only needs worthy potential shareholders who are able to pay the maintenance, share mortgages, and any assessments when applied and who are willing to live according to the PL and house rules. Yes, you may say that a lower price will have an adverse effect on the co-op, the quality of life and all the wonderful things you want to say. But the buttom line is MARKET and ECONOMICS dictate the price.

AdC

I agree with the two others -- let the market decide.

That said, if an offer comes in that seems awfully low, the board can buy the apartment instead, at the same price, and then put it on the market for what the board believes is a fair price.

This doesn't prevent the sale (so the buyer doesn't have to wait for her money), and keeps the average apartment price in your building high.

Of course, you'd better be darned sure you can make a decent profit on the re-sale. An issue of Habitat a couple of months ago addressed this very topic (also called Right of First Refusal). The recommendation in the article (as I recall) was to make sure you could make 20% profit on the re-sale.

Of course, check with your lawyer and your accountant before taking this road.

We have 550 units. On average, 30 units change hands each year, including studio, one bedroom, two bedroom, two bedroom large and three bedroom. Some are improved, e.g.: upgraded while pothers are quite “old” in tone.

Some are as neat as can be while others have seen some mileage.

Some are on the 1st floor while others are on the 25th floor.

We track every sale and can show the average price per share for all units as well as the average price per share for each type of unit.

Basically in our building, there is a 20% spread in each year between the high and low of each type of unit, without taking into account the location of the unit, e.g.: height in building. facing east, west, north, south.

So who decides the price?

If an average unit turns over for $450,000. how much does the co-op have in its reserve funds?

Does fiduciary responsibility allow investing the funds in the risky real estate market?

And to what purpose?

Does your co-op charge monthly maintenance based on the value of the unit or the shares? Me thinks it’s based on share ownership.

Does the board have spare time to evaluate offers?

By now, you must come to the conclusion that I feel it isn’t a worthwhile pursuit for a board that is underpaid and has other issues to face.

Excellent questions all, Ben. My co-op has only about 15% of the number of units as yours, so it's much easier for the board to stay on top of sales. I'll aim to answer your questions.

>So who decides the price?

See answer to your last next-to-last question, below ...

> If an average unit turns over for $450,000, how much does the co-op have in its reserve funds?

That's an apples and oranges question, Ben. One guideline to the minimum amount of reserves is the dollar figure three months' maintenance. It has nothing to do with the price apartments are selling for.

> Does fiduciary responsibility allow investing the funds in the risky real estate market?

Risk -- that's the big question. A wise gambler never bets more than he can lose. And certainly the market is less stable today than a year ago.

However, if a sale price is so undervalued that the board essentially gives up the change to make $40,000 (that's buying an apartment for $160,000 from a shareholder who wants to move asap and then selling it for $200,000), is the board wise to abandon an opportunity enrich the corporate coffers? There's no right or wrong answer.

> And to what purpose?

There are two. First, the real estate comps (those are the comparative sales prices that sellers and buyers research to determine a fair price for an apartment). Let's say the apartment above mine -- same layout, in roughly the same condition -- goes on the market for $500,000. The seller wants to start a new job in Boston in two months. She gets no offers until two weeks before starting her job, and it's for $385,000. Having bought years ago for less than half that price, she accepts the offer -- she'll make a nice profit and have cash to close on her new Back Bay home.

Then I go to sell three months later. Believing my apartment worth at least $490,000, I'm piqued to find out that my neighbor sold hers at such a low price because it undermines my negotiations. As a shareholder, I can reasonably be annoyed at the board for allowing the corporation's shares to have traded at such a low price. But I'm stuck.

(The corollary in the world of publicly-traded stocks is essentially the same: A company buys back its stock when it feels the share price is too low, then holds on until the price goes up and sells them again. At a profit.)

The second reason is to do what businesses do: Make money.

> Does your co-op charge monthly maintenance based on the value of the unit or the shares? Me thinks it’s based on share ownership.

Exactly. On shares. And that's one of two ways we determine the value of an apartment: the share price of the sale. The other way is by comparing apartments in a line. If by both of those checks the sale price looks far too low, the board can choose to step in.

Then by using those two pricing methods (share price and line value), the board sets a selling price. Since the board is in no hurry to sell (it's out only the maintenance it's not collecting), it can wait until someone meets the price it asks. (In my building, the highest prices tend to go to the sponsor, who waits until someone meets his price.)

> Does the board have spare time to evaluate offers?

Again, yes, because our building is much smaller than yours.

To wrap up, there's no absolute answer on this. For a corporation with plenty of reserves and a healthy operating fund, there is little need to make money on the side. But even if the corporate accounts are a little shallow, the board has to take into account the tolerance of shareholders for such a risk.

The financial sophistication of shareholders varies greatly from building to building, and even within buildings, not to mention the sophistication of the board members themselves! That's why it's key to get the corporate counsel, outside accountant, property manager or managing agent, and other professionals involved in any decision of this sort.

As noted, it’s a free market that enters equilibrium when buyers and sellers agree on a price.

If you wish to thwart the mechanics of a free market are you prepared to underwrite the costs of those who wish to sell regardless? Will you create hardship waivers, e.g.: family death, divorce, etc.? Will your co-op corporation buy the apartment of those who wish to depart?

Who will set the target price? Who will evaluate the target price? Will it be based on price per share per type of units or price per share regardless?

What if someone asserts that the unit did not sell or could not see at a target price because the board of directors failed to maintain the building in suitable physical condition?

Quite frankly, the board has enough to do without setting or meddling in the market price equation.

In our building, the units are free to sell at whatever the market can negotiate.