In my co-op, we try to reach consensus. This means creating an environment where everyone is respected and feels safe to say their piece. And I, as President, need to have the inner self-esteem to hear criticisms of my own role on occasion.

For us, voting by e-mail is a necessity however all board members are copied and the main discussion occurs with a “reply to all”. However, one cannot control what conversations occur on the sidelines, even in a board meeting.

Regarding the President who lives somewhere else, I cannot see how they can lead well. I need to perform occasional walkthroughs so I can see, with the perspective of a buyer usually, what needs to be repaired or improved. I need to hear what the shareholders are saying too.

I suggest that for the welfare of the shareholders that they resign or someone else voted in as President.

Good luck,

Steve

In reference to your board voting by email, have your by-laws been amended to explicitly allow a board vote by email? If so, would you share the language?

If there is no language in your by-laws explicitly allowing a board vote by email, then aren't you in technical violation of the by-laws? This has been our concern.

An alternative solution we take advantage of is the conference call. We have found that there are many free conference call services available on the internet that work very well. As you know, in a conference call everyone can hear and be heard in real time, which seems to be the requirement in our by-laws for a board meeting to take place.

Although we discuss via email and may reach a consensus that way, voting by email seems to be voting without actually having called a meeting to order. We have been advised that voting ourside of an actual board meeting would violate our by-laws and possibly state law, which would place us in jeopardy of being in breach of our duties.

Any thoughts would be appreciated.

Hi,

We have 9 Board Members. I usually wait until 6 members reply in the affirmative (excluding myself) before taking action that way we avoid questions of quorum. Sometimes the e-mail conversation indicates that more discussion is necessary on the topic and then the issue is tabled until the next Board meeting. Our goal on votes is consensus although we don’t always get it.

Our bylaws allow for the use of an executive committee to act between meetings.

Our Board also has power to change the By-laws (which can be overruled by the Shareholders at the next annual meeting although that has not happened). Our Board has only changed the By-laws once to my memory. That was to enable the ousting of a member who did not show up for three meetings. We have never yet used that clause.

Steve

Tim:
Your vote should be ratified at the next meeting, and then recorded in the minutes as an agenda item of that meeting. The agenda for that meeting can read simply: ratification of telephone vote (mention subject). I hope this helps.

Do your bylaws have a clause like this from FRBNY?


SECTION 1. Quorum and Manner of Acting
At all meetings of the Board of Directors (“Board”), a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and action by the Board at a meeting shall be upon vote of a majority of the Directors present at any meeting of the Board at which a quorum is present. Directors participating in a meeting of the Board by means of a conference call, video conference, or such other means that allow for each participant to hear and be heard by each other participant at the same time, shall be deemed to be present at such meeting.

Call the building's insurance company and the tenant's ins company they will work it out among themselves.

Please post the link to the webpage where the new rates are published.

Thanks!

NEW 2013 NYC Real Estate Tax Rates
Here are the tax rates for fiscal year 2013 (7/1/12 – 6/30/13) adopted by the New York City Council at its meeting of November 13, 2012.

Class FY13 Tax Rates

2. (Apartment Buildings) 13.181

http://www.stroock.com/SiteFiles/Pub1256.pdf

Thanks, SD!

seal their doors on all sides with rubber sweeps on the bottom and stripping for the sides - all bought from hardware store. Cheap easy solution.

We did that. It doesn't work too well on the floor where there is carpet to go over. Also, the odors get into the hallway whenever the smoker opens the door to go out.

Hi,

You probably have negative pressure in the building. This happens a lot in restaurants due to the hood ventilation systems which draw air out of the building. In your case, it might be the elevator shafts or other hallway venting. So when the door to the unit is opened, their air rushes into the area of lower pressure – the hallways. (This is another reason why not to take elevators in a fire by the way.)

Talk to a HVAC engineer to see if this is the case and what you can do about it (arrive at a better balance). You may need to replace the seals on the elevator doors. It is hard to tell not knowing more.

Steve
.

We do have airflow into the hallways and have roof exhaust fans in the kitchens and bathrooms. We are trying to get an engineer that knows this topic. Our prior one was a waste of money.

Here's a specific name of an AG enforcement officer in NYC.

http://www.habitatmag.com/Publication-Content/2009/2009-March/Featured-Articles/Negligent-Sponsors-and-the-AG/Negligent-Sponsors-and-the-AG-p.2#.UNIDoonjmJI

And here are 3 more articles that might help

http://www.habitatmag.com/Publication-Content/2012/2012-November/Featured-Articles/Condo-Construction-Defective-What-Steps-to-Take

http://www.habitatmag.com/Publication-Content/2011/2011-November/Featured-Articles/New-Construction-Condo-Problems-Fight-Sponsor

http://www.habitatmag.com/Earlier-Issues/2007-September/Featured-Articles-from-Our-Print-Magazine/Shoddy-Dangerous-New-Construction-Brand-New-Boards-Fight-Back

Hi Nancy - That's a good question. You can obtain the best and most complete answer from your co-op's accountant or auditor. They know the most about your building's specific situation. Ask them, I am sure they will give you the information you are looking for.

Hi Ed,

Is that a per year amount? That sounds real low. As of 12/31/2011, we had $959k in prepaid expenses, reserves and voluntary self escrows or close to $8,640 per unit. This exceeded our yearly revenue, yet, we consider this amount to be low.

New regulations from Freddie Mac and Fannie Mae state a target of 10% of revenue per year in order for them to approve mortgages for new buyers. As a result, we are phasing in a permanent assessment at 2.5% of maintenance per year so that we reach 10% within 4 years. While the regulations are currently on the books and enforceable, we have other money flowing to reserves this year to cover the 10% (treasury stock sales).

Each complex is different. I would feel better if my co-op had at least $10,000 per unit in reserves.

Steve

All of the above is incorrect ! This is a basic simple matter that has now been enforcable for 36 months...

not to be 'debated'

Back to the point - i am told it is the norm with UWS coops to basically keep about 6 months of operating costs in their reserve and this is just fine. $8,600 per unit sounds out of wack. Unless you are talkign about something else.

Its ok, my board and the sponsor do not belive we should increase reserve fund or make provisions in the budget to upgrade our building. When asked how this will effect sales, they state that "we will cross that bridge when we get there". So in the end, unlikely to sell our apartments. Stay tuned could be a good legal case in a year from now.

Do you have proof, or are you going to continue to provide irrelevant responses?

Steve- There is an interesting reprint here (http://www.czarbeer.com/pdf/C&B-Habitat-1110.pdf) of a Habitat Magazine article about the Freddie Mac/Fannie Mae 10% reserve requirement. According to the article, the 10% requirement is for condominiums only, and does not apply to co-ops. It also originated in Florida, where the financial stability of condo developments is much less secure than it is in NYC.

In an article in The Cooperator (http://cooperator.com/articles/1948/1/New-Rules-for-Co-ops-and-Condos/Page1.html) it states, "Capital reserves must represent at least 10 percent of the budget." This is not the same as 10% of revenue per year. Although a capital reserve balance equal to 10% of the annual operating budget is very low (33% to 50% is much more fiscally prudent), tacking on a 10% surcharge every year for the capital reserve account seems like an unnecessary burden unless you are anticipating large capital expenses in the next 5 years or so.

Can you provide any links to where you read the requirement was 10% *per year*? This is something I am very interested in. Thanks!

Hi Steve,

I have tried reading the Selling Guide myself and I have also heard the of the Florida and condo connections. I cannot yet link the condo standards to be the same as co-op standards. I have e-mailed Fannie Mea and I will share their response here if and when I get it. That being said, the real estate professions writing on the topic have equated the two.

Assuming they are the same then, in my mind, there are two distinct topics: the regulation; and then the enforcement. If the regulation is there then we should be aware of it as Board Members. If we decide to ignore it (or we don’t know of it), we risk breaching our fiduciary duty and open ourselves to legal actions.

The enforcement is out of our control. The authorities will enforce the regulations as they see fit. For me, I do not want my shareholders to be the test case if the authorities decide to enforce here in NY, NJ and CT. To me, that is a harder discussion to have with my shareholders (buyers for units can’t get mortgages) than hey we have to raise reserves (we really all know it anyway).

I work in accounting and finance at a very large insurance firm. One of the tests for risk we use is “do you really want to have some issue playing out in the press” (press here could mean “the press” or shareholders)? If you don’t want to face that potential outcome, you avoid it.

Habitat Magazine published an article on the topic called The Loan Arranger: Top Fed Guidelines Co-op / Condo Boards Need to Know by Jennifer Hughes.

I have also inquired with Fannie Mae about the 10%: if it is a minimum or an annual amount to be accumulated if not used. In my co-op we have capital projects every year. Even if we didn’t, it is in the best interests of the shareholders to reduce costs. Accumulating funds ahead of time for a capital project lowers the project’s costs due to reduced borrowing needs. In my co-op, we have taken all of this to mean an annual funding as there will always be something to repair. Finally, we don’t want to be just a “minimum” requirements” community. Whether in finance or building operations, we just don’t want to live that way.

Great questions and sincerely,

Steve

Hi Steve - Thank you for the information and your analysis. Your insight is very helpful.

I had been hearing about the "10% rule" and always assumed it meant that the Feds were finally requiring condos (and I guess co-ops by extension) to accumulate at lease *some* reserve funds. We read on here and in the property management press like Habitat and Cooperator about enough buildings that don't have any reserves and the problems they get into. It seemed like the Feds were using the hammer of not approving loans to convince these buildings they really needed to create a reserve fund of at least 10% of their annual budget.

We do not have a capital project every year (whew!), so I now understand why you must keep replenishing your reserve fund. Unfortunately I have board members who think the operating account and the reserve account are interchangeable, so I have to keep large amounts in both so expenses can be paid from the proper account without having to shift money around.

Please post any responses you get from Fannie Mae about the interpretation of the 10% rule. I would like to know what they mean, and I am sure others on here would also like to know.

--- Steve