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Shareholders in my coop have been able to gather over 25% of the shares to call for a special meeting. The goal of the special meeting is requesting the removal of the current board treasurer and board secretary. Who is responsible for counting votes and proxy forms. At an annual meeting sharholders or independent inspectors count votes, who is responsible for a special meeting. If the board needs to vote for independent inspectors then would it be a conflict of interest for the same board members that shareholders want removed to vote on electing an outside person or persons to count/tally votes. Please share your throughts and opninions
Thanks for the info. Shareholders are aware that the bylaws state that elections use cumalative voting. Hopefully several current board members will understand that majority of the shareholders would like to see a new board. It is interesting because the sponsor currently holds 20.1% of the shares in our coop. As per the PL and BL a meeting needs 50% of the shareholders present in person or via proxy and for the board members to be removed shareholders need 51% to agree. Hopefully the board members will be removed or they will resign. If nothing changes the board will see that sharholders want a change. It is quite unfortunate because if the board communicated and respected the shareholders this would never need to take place. When the board and property manager do not disclose information and engage in unprofessional behavior consistently then shareholders need to take action and be proactive.
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You might want to read your PL and By-Laws to determine if you use cumulative voting. If so, you might need a supermajority to vote out the board members. If that's the case, it will be a very difficult to do, since they would need to get only 20.1% of the votes to remain on the board.
As for counting votes and proxy forms, you should have your co-op's accountant attend and act as one of the ballot counters (your attorney could be the other).
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Board Talk members who registered prior to March 9th, 2016 will need to reset their password.