I don't think that shareholder approval is needed. When we talked about this issue, it was treated as one of those Board decisions that would be made (like so many others) on behalf of all shareholders.

If there are any limits to the boards purchasing authority (i.e. over X amount requires shareholder approval) and the cost to implement sub metering is greater than this amount, then they would require shareholder approval. If there are no limits (or the cost is less than the limit), then they do not require shareholder approval.

Ned,

Thank you for pointing out this possibility. Our Board does not have any such limits, so we did not require prior s/h approval.

Hi Marty, it's something that your co-op may want to consider a Limits of Authority clause. That way shareholders have a say in expenses exceeding X amount. The clause is not to limit or restrict the board in as much as it is to ensure that shareholders are aware and support expenses exceeding a certain amount (and other items that could be included in a Limits of Authority clause).

Ned,

I understand what you're suggesting. Would you include an expensive roof and/or boiler repair as part of a Limits of Authority clause?

I see potential trouble if you do, because these things are necessary and must be repaired quickly. If "x" percent of s/h don't want to spend the money, then what does the Board do?

We also have a clause within Limits of Authority that allows the board in cases of emergency to proceed without shareholder approval, regardless of the cost. We further define what an emergency constitutes, i.e. immediate or impending risk to health, life, property, infrastructure, safety, security or the environment.

That makes sense. As far as getting shareholder approval on other types of projects, that seems to be possibly very time consuming and expensive, because the Board would then have to give out pertinent information to all shareholders so they are up on the details. Then there's the part of waiting for s/h feedback. How long does your Board wait? Is there a quorum of voters need to make this type of financial decision?

I guess our co-op feels that the Board is elected to make such types of decisions. If s/h aren't pleased with the Board's performance, then vote 'em out.

I've served on the Board for more than 20 years and there's never been a whiff of impropriety from the Board, so it hasn't been an issue for our co-op, although I could understand why some might think it's a worthwhile idea.

The newer, October 2014, NYSPSC regulations do not require a vote by the shareholders. It is up to the Board to decide on submetering. As a submetering company, with over 35 years of experience, who regularly works with Co-ops to get PSC approval, we know and follow the regulations. If your building is Master Metered, you will have no issues getting PSC approval. If you building is Direct Metered, your application has to have, at minimum, the intent to add some kind of back up power source such as solar or CHP, combined heat and power. Please feel free to contract us for a free walk through. We would be happy to provide information to the Board on the benefits of submetering.

The board can approve sub-metering without shareholder approval, although many boards may not want to take such a step without shareholder input. The Public Service Commission only requires Board approval, but they want proof that the shareholders have been property notified.

Thanks for all the input. It has been very informative. As I am a relatively new board member there are procedures that I'm unaware of. At my co- op there is a capital improvement committee (CIC) that has made arrangements for sub metering without the entire board voting. Should they proceed without bringing the matter before the entire board for a vote, what recourse do I have? Also, I believe the CIC is being advised by our attorney that this is legal. I disagree and if the committee continues on this route and has our building sub metered without a vote by the board in its entirety, can you inform me as to which agency I file a complaint against the attorney?

Thanks for all the input. It has been very informative. As I am a relatively new board member there are procedures that I'm unaware of. At my co- op there is a capital improvement committee (CIC) that has made arrangements for sub metering without the entire board voting. Should they proceed without bringing the matter before the entire board for a vote, what recourse do I have? Also, I believe the CIC is being advised by our attorney that this is legal. I disagree and if the committee continues on this route and has our building sub metered without a vote by the board in its entirety, can you inform me as to which agency I file a complaint against the attorney?

Unless the Board gave authority to the CIC to pursue submetering, I would suggest that the Board vote to approve the project. If nothing else, the optics to shareholders are better. Submetering saves the building money. It's been proven time and again. Some shareholders will pay more. Most will pay less. They ones that pay more will be vocal. It's much better for an entire Board to be behind the project than a subgroup.