Gaining Access to Proxy Votes - Real Estate Q&A Blog - NYTimes.com

Gaining Access to Proxy Votes - Real Estate Q&A Blog - NYTimes.com
good comment after to fold

new york times answer concerning board member absolute right to know and good comment

new york times real estate section, questions and answer concerning co-ops.
this section is great for gaining knowledge on co-op laws and is easily searched using keywords.

Real Estate
Real Estate Q&A: Gaining Access to Proxy Votes

permalink:
http://realestateqa.blogs.nytimes.com/2010/03/26/gaining-access-to-proxy-votes/
By By JAY ROMANO
Published: March 26, 2010
I am on the board of my Queens co-op. The president of the board always seems to know how everyone voted by proxies at the annual meeting. I’ve asked to see the proxies, and have been told that no one is allowed to see them. What is the law on this?
folllow the link for the whole question and answer,
here is the comment posted

escapefromyonkers
westchester,ny
March 31st, 2010
11:48 am
which is a reason to strip the board power to assign the parking spaces in indoor parking premium areas. They have the inside knowledge of who a shareholder voted for, and if you didnt vote their lines you will be skipped forever on the waiting list,
in my co-op at least three board members have been self dealing parking spaces to their non-shareholder children/grandchildren, skipping disabled shareholders and other shareholders on the waiting list for 10 years.
i even wrote the board and called them on it, i have my space,but will not let a board self deal. As usual they disregard the written garage rules, and no longer provide them to residents. They make believe they no longer exists.
There should be fines and economic sanctions that they are personally responsible for if caught self dealing.

pothole in garage reported months ago

 

0ne of the many articles that concerns this co-op. trip and fall potholes have been reported months ago

 

approx 50% owner occupied

i came up with a rough estimate of 30 owner occupied apartments to the 59 we have in the coop. i used the proprietary lease for the parameters of owner occupier.
the board president is not an owner occupier, nor are some other board members.
in reality we have 50% owner occupied. That is why the building had gone to shit.
we have at least one resident that should have never moved in, should habe been evicted the first month, since he was not the shareholder.
he has caused many problems for his eifghbor, yet the board and manging company refuse to do anything. could be more inside dealing.
But 50% is real bad
going to be hard to sell , since the word is out.
Dont shoot the messenger ,thank your board

shitty maintenance by managing company , why did we give them a raise?

1 Hawley Terrace Yonkers 10701 a co-op apartment hijacked by board - cupcake - Picasa Web Albums

couple clips from the Q and A of the cooperator magazine.

i am floored that the shareholders in this building let themselves be screwed by the manging company and the Majority of the board that do not do their job.
i really worry about the finances since the $27,000 zero drop budget error, which no board member caught, means no one is watching the money. you can get a free subscription to the cooperator magazine. There is also an online edition that is easier to look up articles , they are all online AFAIK. cooperator.com
There is a lot of of legalize. by lawyers. A lot that relates to the problems that shareholders in this building are experiencing .
As soon as i figure out how to get my scanned page in here it will be updated.

optonline internet very slow

my cable connection has really slowed down.
i ordered boost last month for the free trial.
for a while it was great. i was getting over 30megs download. i was faster than anyone in the area, including fios. This surprised me.
however the last week the connection slowed to a crawl, did some testing with ool and they are dispatching tomorrow.
i am always surprised how many people pay for speeds they don't get.
verizon dsl really screwed me over last year. they scammed me on the try dsl free. i went to cancel within the allotted time and turns out the verizon salesperson had lied extensively to me. They told me the conversation was being recorded. so i though i was ok. turns out they was no taped conversation. i knew they couldn't deliver the speeds they promoised , never let my cable expire, and used the dsl maybe two times, just to test the speeds. since it was half as fast as the optonline regular service, it wasn't worth the hassel to use the dsl. i followed up as far as i could. i was going to bring them to small claims court, but had too many personal items going on. it was more the principle of them scamming the customer. they use contracted salesman that promise you anything to get a sale , when you go to terminate your service within the free period, you find out that it was not 90 days, it was 30 days. i don't think i even hooked up .
i tried to get the first dsl in this building. i measured the cable impedance and had the cable records corrected. i worked for verizon at the time and i installed dsl, and specialized in cable maintenance.
I doubt anyone in this building is getting what they are paying for with verizon dsl.
i was surprised that boost was faster than verizon fios.

missing items in official mailed 2009 minutes

I want to clarify when I used the terminology cooking the books somewhere in this blog. Since I don't have access to any of the books, I use that term relating to the annual meeting minutes.
The last couple years has had quite a bit missing from the minutes, items that were important and relative to the operation of the co-operative, but contrary to what the board president want made public. I say board president since i doubt the board voted on what was to be in the minutes. Maybe i will be proved wrong, time will tell.

I will follow up on this as i come across my other notes, I have been busy catching up on my stuff. I was hoping I would find some other people in the building that would look into their biggest investment. I will follow up in my own time frame, I am not selling,I have no hurry. If I was a seller I would be researching what I have written in the preceding posts and if true take action to correct, I have a feeling the banks aren't going to be giving mortgages to co-ops with under 80% owner occupied.

The spelling and sentence structure on the following is going to be poor, I have been meaning to get this on the blog for moths, but am way behind in my projects.

The building manager stated he doesn't use a recording device to ensure the correctness of the annual minutes, he stated he never has. However I remember seeing a recording device being placed on the table in the 2008 annual meeting, that was the meeting where June , vice president of the BOD went off on a tangent about the Jews and other religions and how they don’t do things the way everybody else does. I think the recording device was deep sixed after that meeting as they didn’t want evidence of her opinions on the Jewish religion.
For the record , I wrote a letter to the BOD to have June removed from the BOD due to her prejudicial anti gay remarks she made against a previous BOD member. Her fabrication of complaints in my name and Her self dealing with providing parking spaces to family members that weren't eligible.
Her son in law, the BOD president, did not recluse himself from this meeting or these issue, whereas his children were beneficiary of the parking space in question
If I had known they did not want an accurate transcript of the annual meeting I would have taped the 2009 minutes myself. 2010 will be a different story, I will make sure there is an accurate recording.

I requested that the board members contact information be either posted or included on the memos or in the minutes , one board member, stated she refused to have her contact information made available to the shareholders. The rest of the seated board was mute, my request did not show up in the annual minutes. It is a pretty apathetic building where the shareholders let the board of directors carry on like this. We always had the contact information for all board members included in the memos and annual reports. But this was back when we had transparency and the board members lived in the building.

in the written minutes it states that FIOS will come to the building next year, however the board president stated in the meeting that it would be 2 years.

I asked if any other members of the board of directors had business relationship with barhite and holzinger or were investors in the bank that john holzinger is on the BOD. There were approx three BOD missing from the annual meeting. I never received that answer and that never made it to the minutes.

there were also people present making comments against some of my questions. I had not seen some of these people before, and since many apartments have been illegally sublet, I am not sure if they were shareholders. I still am looking into this.

If you are not a shareholder, you are not allowed to be in the discussion at the annual meeting. The board knows who the shareholders are, we the shareholders do not. The board of directors has allowed so many apartment to be illegally occupied, that every apartment sold in the last 10 plus years has to be looked at , to see who the shareholder is and who is living there.

One of the board members is not a resident of the building and is not a shareholder. A couple of the other board members were not shareholders when placed on the board. Since there is no transparency, and since there are so many proprietary lease sublet violations is impossible for a shareholder to tell shareholder from illegal subtenant.

I noticed in this years minutes when it was my turn to be vilified, that I was mentioned by name three times , and the people who spoke against me from the floor were not identified, they were referred to as “others”, or “many others” . when I contest the minutes I will want the names of the “others” since the minutes are not accurate without this information.
and contrary to what the board president and manging agent say , that the annual meeting is not the place to discuss such things, it is the shareholders only time and place to address issues that have been reported but are still unresolved. Key word is reported to the BOD.
In the 2008 annual meeting an issue concerning the lack of space in the storage room for new residents was brought up. In reality the board presidents family has about 80 percent of the storage room occupied by their stuff.
The board president and wife no longer live in the building. He doesn't list his address as in Yonkers. Pretty unneighborly to be clogging up the storage room when you don't live here.

another article in new york times about co-ops

when-co-op-units-are-in-poor-condition



Real Estate Q&A: When Co-op Units Are in Poor Condition
By By JAY ROMANO
Published: November 20, 2009
If an apartment in a co-op building has fallen into serious disrepair, should a prospective buyer worry that there are other such apartments in the building?
rest of article and check the comments section.

this is a very good resource to look up a lot of co-op questions.
on the right lower side across from the comments , there is a tag list with items such as coops,board makes it easy to find a lot of the coops specific stuff from the archives quickly

cooperator magazine answers a question on co-op president relationship with managing company owner and BOD of mortgage bank

this article is from the October 2009 issue of the cooperater magazine, which is available on-line. Seems the minutes of the 2009 meeting in which it is explained by the mangling (managing agent,but mangling in more appropriate) agent, that this situation is perfectly fine, is not true. It really depends on a lot of things.
Since there is no transparency in this in this co-op. Everything needs to be closely looked at and nothing taken at anyone's word. the shareholders are the only ones that may step up to do this since the Board of Directors has never performed any due diligence. This is evident with the complaints that i and the two or three other shareholders i have spoken too.
i doubt they did their due diligence with the new mortgage.
i hope we got a competitive deal with competitive closing costs. we did have over a year left on the old mortgage which was at an interest rate that was at least a point lower. it can still be looked at , and it should be looked at.
http://cooperator.com/articles/2000/1/QampA-Board-Ethics/Page1.html

Q&A: Board Ethics
By Michael Manzi
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Q Can the president of the co-op board be in business with the managing agent company’s owner without divulging it to the shareholders or other board members? The board members were recently notified that the owner is one of the board of directors and principal owners of a new bank that the co-op has refinanced through. Our board president who is dealing with the company owner is also an investor in this bank. I think the relationship between the management company’s president/owner has compromised the board president’s fiduciary responsibilities to the shareholders. I do not believe the board president has pursued problems allegedly related to the managing company’s poor performance since he wants to be on the good side of the very wealthy and connected owner. As of this time, the shareholders have not been informed of the board president’s business dealings with the owner of the management company.

—Unethical Relationship

A “It was certainly inappropriate as a matter of corporate governance for the board president to be involved, in the manner you have described, without there being full and prior disclosure to the board,” says attorney Michael T. Manzi, of the Manhattan-based law firm Balber Pickard Maldonado & Van Der Tuin, PC. “Keep in mind that any corporate officer may be removed at any time by vote of the board, with or without cause, and a board may elect to terminate a management agreement before the expiration of its term if the agent has failed in its obligations.

“New York’s Business Corporations Law does not specifically prohibit a co-op’s director or officer from having an interest in an entity with which the co-op transacts business (such as a managing agent or a bank).

“However such transactions must be handled carefully in accordance with section 713 (“Interested Directors”) of the statute. All directors or officers of the cooperative should fully disclose any interest they might have in any entity with which the cooperative intends to do business, and the board should then examine and approve the transaction without the vote of the interested director or officer. If the vote of all the non-interested directors is insufficient under the cooperative’s bylaws to approve the transaction, then the vote of the non-interested directors must be unanimous in order to approve the transaction. The interest of the director or officer need not be divulged to the shareholders, unless a vote of the shareholders is required to approve the transaction under the corporation’s certificate of incorporation or bylaws. However, the board might nonetheless consider announcing the transaction to the shareholders, along with an explanation of why it is advantageous to the cooperative. Compliance with these standards should be noted in the board’s minutes.

“Section 713 of the Business Corporation Law also provides that the cooperative may “void” a transaction if the “material facts” of the director’s interest in the transaction or other company were not disclosed in good faith or were not known by the board and the board approved the transaction by a vote that included, and depended on, the vote of the interested director, unless it can be established that the transaction was “fair and reasonable as to the [coop] at the time it was approved by the board . . . .” Thus, the interests of the president in the managing agent and the bank, in and of themselves, are not enough to void the transactions with the managing agent or the bank unless the transactions were unfair or unreasonable. Please keep in mind that “voiding” a mortgage would be extremely difficult and problematic.

“If a cooperative would like to flatly prohibit in the future any transactions with entities in which a director or officer has an interest, or any transactions directly with a director or officer, the cooperative’s certificate of incorporation should be amended accordingly.”

Condo Fined for Forbidding Mezuzah / Web Exclusives / 2009 November / Publication Content / Home - Habitat Magazine

see my previous post under bias about three post down
Condo Fined for Forbidding Mezuzah / Web Exclusives / 2009 November / Publication Content / Home - Habitat Magazine

one board member has always shown that he was trying to do the best for the building

i didn't specifically mention this before, however there is one board member that i have had conversations with concerning the running and problems we faced as owners of this co-op.
if they all were like him i would never have started this blog, There definitely wouldn't be these problems. There is also another new board member that i think will work out ok too.
I still need to post the list of items missing from the annual meeting minutes.

i requested that the shareholders be provided the contact information of the board members. put it on the frequent memos we receive, or at least include it on the budget or annual correspondence.
One board member stated she didn't want that information made public, the rest were mute.
we always had the contact informqtion of all board members, back in the day when there was transparency.
i am sure most of the resident shareholders don't know that one of the board members is not a shareholder and has never lived in the building.
The president doesn't live in the building, but i think most shareholders know that.

the gay bias remarks

a whole separate category is needed for the gay bias remarks by board-members, and this goes deeper than one board member.
Hopefully someone will step up and substantiate other things i have heard
The infamous 2F referral
the recent incident where the board member referred to another shareholder and previous board member as, " those those two, whatever they are,in a very derogatory voice.

favorite board member bias remarks

a little list of complaints i have herd from other residents concerning a boardmember actions. Mind you i took written action to have this boardmember removed due to their conduct, the board must have overwhelming thought it was fine though
which was the most outlandish remarks made by a board member to a shareholder/resident. this is just a start, as i have time will post the plenty more.

1. Telling a shareholder they were not allowed to have the Mezuzah attached to their front door , that it had to be removed.

how many apartments are shareholder owner occupied

the number of apartments in our building that are owner occupied has gone to a level that is precarious to our investement.
However our board president stated that the number of apartments that is owner occupied is high? he doesn't tell half the true story. The board president has been manipulating everthing he can get his hands on and the shareholders have to wake up and stop this junior Madoff scheme and take back this building.
owner occupied means exactly that.
Most of the recent sales have been in violation of the proprietary lease to parents that are having the kids or grandkids occupy the apartments. This is because the board has not been doing their job, that is it plane and simple.The building manger doesn't have a clue to what the laws are concerning co-ops or what the building house rules are, why are we paying and tipping these people?
Probably because of the business relationship/conflict of interest with the co-op president and john h.
one of the board members stated at the meeting said that she will not give out her email or her phone number, she doesn't think that shareholders should contact her.
In reality any shareholder can call her or knock on her door for any building business.

"FAIL" proxy notice for annual meeting

Proxy notice for annual meeting= "FAIL".
Another item i caught, there were a lot of notices all over the building reminding of the annual meeting. In the elevator,laundry room, mailboxes, both entrance doors. I never so so many notices reminded of the meeting. There didn't seem to be a contested election, no one had listed themselves as running in opposition. However the wording on the memo from from barhite and holzinger office was incorrect and indicative of trying to control the voting.
In the memo B and H stated to give your proxy to a board member if you were unable to attend the meeting.
the correct wording is give your proxy to a "shareholder".
I picked up on it right away, since i had read the last twenty plus years of proxy notices.

conduct of board president at annual meeting

6/19/2009

One Hawley Terrace Co-Op Board

Subject: unprofessional conduct, Harassment, 6th grade attempt at browbeating and totally inappropriate verbal abuse and verbal attacks directed at me from board president Mike f 
I asked perfectly appropriate questions during this years annual meeting, some of the questions and statement I made concerned the error I noticed in the written minutes of the 2008 meeting, board members business relationships with John Holzing, and a question on the laundry room contract. I am a shareholder who has resided in this building, before it became a co-op and am a previous board member.

I consider Mike F non-disclosed business relationship with John ha conflict of interest and want to know when this relationship began. I also want to know if any other board members are involved, a few were not present at this meeting . I have always wondered why Mike F praises B and H at these annual meetings while I see evidence of failure to perform basic manager agent functions, such as the recent roof-encapsulating project that the shareholders were accessed. I am sure this gross negligence is adding to the elevator repair bill.

I stand my statement of the incorrect distributed minutes from the 20008 meeting. In spite of mike Fs verbal browbeating and his 6th grade attempts to bully and harass me, I wasn’t embarrassed, i have a medical condition related to my disability where I react to the heat and my face flushes at above 70 degrees when I am perfectly calm. I was unprepared for the 6th grade attacks; however that will not happen again, I promise to read up on juvenile macho behavior and people that try to bully and create divisions in a community.

I also note for the record that I had written the board this summer over a couple of incidents with June K, Mike F’s mother in law. Requesting to have her removed from the board for her unethical behavior, she fabricated complaints in my name to my garage neighbors, trying to create divisions between us. She also used homophobic and racist comments when referring to a previous board member and people in the neighborhood. It looks like the family uses the same playbook.

I want to build a community and a proper function co-op, no more of these senior board members violating written garage policy and skipping the rightful shareholders and assigning the garage spots to their family and friends.

 I also note that Mike F skipped the shareholders annual meeting function of the reading and accepting of last years 2008 minutes. The annual meeting shareholder template is very precise in order of events and Mike F is an expert at conducting meetings having done so for over 30 years. The accepting of the previous year minutes takes pace at the very beginning of the meeting after the quorum has been reached and officially noted.  Since mike F totally skipped that requirement, much latter in the meeting when it was opened up to the floor i brought up my protest to last years written minutes.  I also wish to note for the record that i did see a tape recorder on the table in front of rich P recording the 2008 minutes, however last night rich stated that he never taped last years minutes and never tapes the minutes.  i will check with other co-ops. Including those managed by B and Ho and see if this is the industry standard.

The $27,000 error, which was disclosed at the 2008 annual shareholders meeting, is still not resolved. I am still not convinced proper transparency to the other board members and shareholders were followed.
 I asked Mike F at the 2009 meeting when this error was discovered; he stated he discovered it approximately a week before the 2008 annual meeting, which would place his discovery in the June 2008 time frame.
He stated he, himself discovered it at this time.  This issue is not closed and I will continue to look into it.


 

digital TV house antenna

i am surprised at how many people do not realize that we have had a working rooftop antenna on the building that is wired into every apartment.
That jack in the living room can be accessed via a sub $5 antenna cord from radio shack.
i have been using it for the last 15 plus years, since i got rid of cable tv.
the antenna provided all network tv channels 2,4,5,7,9.11.13 and maybe more uhf.
the signal was as good as cable tv's .
Naow that the digital trnasgression has changed the building need to get a adapter to provide digital TV to the building.
it basically is the same as a set top converters , but for the whole building.
i know a lot of people in these tough economic times don't want to give cablevision money they don't have to. if your interested in HBO and sports you need cablevision or FIOS ( another post).
however if you just like to watch network TV at no charge, like the old days , and use netflix or streaming movies for everything else, the rooftop antenna is great.
I get the feeling that the co-op managing board may be against the cost of converting the antenna, i think the price would be under $500, or i should say , SHOULD be under $500.
In NYC the tenants can request a rent decrease since the landlord is now providing less service.

election, reelection board member is not a shareholderannual meeting

i just heard that gino, running for reelection is not a shareholder anymore.
none of the board members bothered to enclose any reach information.
no phone numbers,emails etc.
Are there any shareholder in this building that cares what is going on?