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We want to make some changes to our Proprietary Lease and wonder if we need to call a special Shareholder's Meeting to vote on these issues or if we can send out letters with ballots to each shareholder. We know we need a 66 2/3 percent of the vote to make these changes and are pretty sure we'll get them. Any advice as to proper procedure for having this vote as we want to make this airtight and legal. We want to insitute a flip tax, impose escalating late fees on arrears and maintnece, and change from cumulative voting to one unit=one vote. Thanks,
we only have 14 shareholders and I think the only ones who will not vote are the ones who do not benefit from the changes: the late maintnenance payer (1), the person who is going to move soon and doesn't want a flip tax, and the shareholder who has more shares in cumulative voting. Do you know if these votes have to be conducted in person or if we can have mail-in votes?
In our particular case, the governing documents stated a special shareholders meeting is needed to amend the Proprietary Lease or the Bylaws (not the House Rules). However, a shareholder could hand in a proxy if s/he preferred. Our coop attorney said we had to be very meticulous about the amendment process as most amendments that get tossed out by the courts are invalidated not because of the content but because they were adopted in violation of proper procedures.
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How big and cohesive is your coop? We revised our governing documents in early 2006, and it was tough to get the necessary votes. Our attorney said, correctly, that there wouldn't be much controversy about the changes; our biggest enemy would be apathy. Even with multiple memos, newsletter mentions, "town hall" meetings, there were shareholders who didn't bother voting. They didn't vote No; they simply didn't vote at all. I'm glad we amended our governing documents, but getting out the vote was tough.
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