Page 5 - New York Cooperator January 2020

COOPERATOR.COM THE COOPERATOR — JANUARY 2020 5 ROSENWACH TANK THE FIRST NAME IN QUALITY CEDAR WOOD TANKS WE ARE CERTIFIED and IT MATTERS! 718.729.4900 43-02 Ditmars Boulevard, 2nd Fl., Astoria, NY 11105 www.rosenwachgroup.com Rosenwach is proud to announce that Rosenwach’s tanks are certified to NSF/ANSI 61 by NSF International, a leading global independent public health and safety organization. NSF/ANSI 61 addresses crucial aspects of drinking water system components such as whether contaminants that leach or migrate from the product/material into the drinking water are below acceptable levels in finished waters. To receive certification, Rosenwach Tank submitted product samples to NSF that underwent rigorous testing to recognized standards, and agreed to manufacturing facility audits and periodic retesting to verify continued conformance to the standards. The NSF mark is our customers’ assurance that our prod- uct has been tested by one of the most respected indepen- dent certification organizations. Only products bearing the NSF mark are certified. QUESTIONS & ANSWERS Legal Q A& Not the Management We Want Q We have a board made up of fi ve members. All fi ve members agreed that switching to new building management was warranted. Research was conducted for seven management compa- nies. Two were selected, and one out of the two was voted on by a majority of three. Th is company voted on has a long list of issues: building violations, no experience with buildings of our type, two members, no e-payment, they are not bonded, not a part of the NYS Real Estate Board. Th e shareholders have spoken to the board and requested that the board seek out additional management companies. All fi ve board members agreed to table and review their decisions and to look at other manage- ment companies. However, two days later, three board members were non-responsive to the request of the shareholders by selecting the manage- ment company we do not want to manage our co-op. Th ey also went in contract with- out notifying the president of the board and shareholders. Th e shareholders are pleading with the three board members to not sign this contract. But to no avail. What can we do? —Feeling Ignored A Says Eric Goidel, a senior partner at the New York law fi rm of Borah, Goldstein, Altschuler: “A cooperative apartment corpo- ration operates by a board of directors and the corporation will be bound by decisions made by a majority of board members at a meeting at which a quorum is present. So from the vi- gnette it appears that there was proper board action. “While the shareholders can petition the board to reverse its decision, the shareholders cannot compel the board to do so. “If the board ignores the wishes of the shareholders, the shareholders have the op- tion of either (i) waiting until the next annual meeting and electing new board members more aligned with the shareholders, or (ii) if the bylaws so allow, asking that a special meeting be called to remove one or more di- rectors. Th is typically requires that a certain percentage of shareholders petition for the meeting. Th e vote required to remove a board member varies dependent upon whether there is straight voting or cumulative voting for the election of directors. “However, one must also take a close look at the signed management agreement to see whether it is terminable as of right or only for cause (and if for cause, what constitutes cause and whether there is an opportunity to cure). Absent such provisions, it is quite pos- sible that the apartment corporation might be stuck with the agreement for the balance of its term.” Are Board Members Qualifi ed to Approve Insurance Policies? Q If unit-owner insurance policies are supposed to be approved by a co-op board, what assurances are there that the individual board members have the necessary technical background in this area to assess each policy? As a practical matter, wouldn’t unit-owner insurance policy approvals be best delegated to the manage- ment company? —Need Insurance Assurance continued on page 13