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Our Board is breaking our ByLaws in informing a SH that they cannot name a proxy to attend the SH meeting.
It is clearly written in our BL, that SH can appoint a Proxy --- and we have a 20 year history of Proxies attending meetings and asking questions. There are no qulifications for the Proxy -- or any restrictions...
Adding to this, this SH has taken a strong stance on an issue not popular with the Board, and if this matter comes up for a vote -- they would prefer not to have his vote counted.
We want a legal opinion from the CoOp lawyer, and were told that the SH have a right to ask for this, and that this is covered in NYS Coperation laws,... but fully expect the Board to nix this request...Anyone have any experience in this???
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.
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...
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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.
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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.
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