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Newsletter #115 Acrobat file Return to archive Newsletter #117 No. 116 Spring 1999 May 27, 1999 This is a summary of the November 10th Annual Meeting of Shareholders: SPRING 1999 - Miss the Newsletter? So Did We! Haven't seen a newsletter lately, have you? Well, you have our apologies, and we'll try not to let it happen again. But things have been busy at the Board ever since the November elections. We met in 6 regular sessions - December, January, February, March, April and May - as well as in 5 special sessions. And that doesn't count dozens of construction meetings attended by some or all of the Board members! We've also conducted 2 sublet interviews and 3 sale interviews, drafted, discussed and approved major changes to the bylaws, coordinated and held an open meeting for shareholders, dealt with heating and hot water issues, tried to select appropriate bricks to complete the construction project, interviewed two accounting firms, conducted a management review, paid bills, met with staff and all the usual housekeeping stuff that has to be done to keep the building going! March 9 Open Board Meeting: A Big Success! Board Chairman Bob Mishkin (Apt. 1B, 924-4160) proposed, and the Board unanimously approved, the Board's first open meeting, which was held on March 9. The first part of the meeting was open to the shareholders and included discussions about a number of matters of importance to shareholders, including the changes to the bylaws and the need for maintaining the confidentially of Board minutes. This was done to protect the rights of individual shareholders, as the minutes contain information on shareholder matters that individual shareholders may consider sensitive, such as information that a shareholder may have fallen on difficult times in the context of a request for waiver of a late fee, or regarding noise complaints that the complainant shareholder may wish to keep confidential. Corporate Bylaws Modified Shareholders have already received notification of the changes the Board has made to the bylaws which, together with the proprietary lease, is the document that governs the building's operations. All but one of the changes were conceived and written by Vice President Steve Hanley (Apt. 5G, 691-1759), with considerable input from Treasurer George Ong (Apt. 1M, 604-0522). Some of the changes made were just "cosmetic"; that is, they just adjusted the bylaws to reflect the way the corporation was being governed. One, however, added a new procedure: a new system was implemented to control voting "in absentia," better known as voting by proxy. New Voting Procedures Many Board members --- and a lot of shareholders, too - have expressed concern in the past that certain Board members would solicit blank proxies and try to gain control of the Board by using the blank proxies to vote in their supporters. This, of course, goes against what the majority of the Board considers to be our basic democratic principles and tradition. There were also discussions about replacing the door buzzers with a system that works through your telephone, as well as discussions on our mailboxes, building storage lockers (cages) in the basement, and improving the exercise room equipment. Most shareholders present indicated that they found the meeting informative, and would like to continue having them on a regular basis. Another Open Meeting Scheduled The Board of Directors has agreed to hold another open meeting on 6/8/99, at 7 pm in the exercise room. Watch for official notification in all the usual places! Construction Updates Don't you wish it were over? So does the Board! Lots of extra meetings, choosing matching bricks, deciding what happens to the plants, making sure everything gets fixed that's broken, etc. But we're making progress. Things are moving along. You probably noticed that the sidewalk bridge was removed right after Christmas. At least we hope you noticed! If your apartment has leaks or moisture seepage or any other related problem, please fill out a maintenance form (available in the mail room) immediately. Apartments exhibiting excessive wall moisture will be re-evaluated 24 to 48 hours after heavy rains, or after hosing down the suspect areas. Rifat Otovic has a moisture meter for this purpose. If your apartment still has leaks, the contractor will return to repair them. If it had leaks in the past but now seems dry, we'll repair the walls and ceilings. Please fill out a maintenance form to have this work done. Two apartments should be completed each week. And there's more good news! Most work above the lobby level has been completed! The remainder of the brick work - mostly the darker colored bricks at the ground/lobby level - will be completed when appropriate new bricks are identified. That's our next project. Wish us luck! New Roof Party Rules At its special meeting held on May 5, the Board voted to amend the house rules and limit the length of time any roof party can last no longer than 3 hours. It was the consensus that this limit will ensure fair access to the roof for all residents, while at the same time respecting our neighbors who live below the deck. Enjoy! Bike Room From time to time there are empty bike spaces for rent, and now is one of those times. The spaces are available on a first-come, first-served basis, and the fee is $100 per year, payable in advance. From now on all fees will be prorated on a calendar year, so if you'd like to store a bike, please call Ken Newman at 319-3000. Storage is at the sole risk of the bike owner, so make sure you have renter's insurance! And by the way.... Did you notice...? Our new look? Hope you like it! New Board Members and Officers Elected Shareholders have already received official notification from Board President Ken Newman, but just to sum up, two new members were elected to serve on the Board - Bob Bangiola and Steve Hanley - and new officers were selected:
Chairman: Bob Mishkin (5B) Feel free to talk to any of us about any building matters that might concern you! Corporate Counsel Malcolm Taub was named attorney for the co-op at the Board's April 13, 1999 meeting. Last year, Malcolm successfully handled litigation that had been filed by our next door neighbors, and he's also been involved in the construction project, and has done work for the sponsor in the past. He will be assigned to handle certain legal matters that may arise from time to time. The corporation will, of course, retain specialized counsel when needed. Corporate Finance Treasurer George Ong initiated the process of preparing and maintaining a full-year cash flow projection report to enable the Board to make more informed decisions regarding the construction project and possible capital expenditures discussed at the open shareholder meeting. As part of this process, co-op expenses, particularly operating expenses, are being more closely scrutinized for possible savings. 1998 Financial Statements George Ong and Vice Presidents Steve Hanley and Mark Lilien reviewed the full year statements prepared by our accountant, and suggested changes that were incorporated into the final draft. The statements were approved for distribution and recently mailed to all shareholders. Please call President Ken Newman at 319-3000 if you didn't get your copy. 1999 Expense Budget On December 8, 1998, the Board adopted the corporation's 1999 expense budget, which was distributed in to all shareholders in March. The capital budget is still undergoing evaluation due to certain open issues relating to the completion of the waterproofing project. The capital budget includes the 53 cent monthly assessment, payments to the waterproofing contractor, the engineer, etc. A decision on the special assessment will be made once the final costs of the construction become firmer. Smoke Detectors From now on staff will test the hallway detectors monthly, to ensure the detectors are still funtioning properly. Changes To Purchase, Sublet And Refinance Applications In order to ensure the financial integrity of the corporation and to safeguard what for most shareholders is their largest single investment, at Vice President Steve Hanley's suggestion, from now on the Board will request documentation for liquid assets reported as part of the application process, in addition to the customary tax returns. Life insurance will be evaluated at its cash value, not the death benefit, and there will be some other refinements to the process to make it clearer and easier to understand. Basically, it is the consensus of the Board that these changes will allow us to evaluate applications based on proven data, which will in turn support the financial soundness of the corporation, because we will be able to review documentation supporting the figures presented by applicants regarding the values of their investments and insurance. Such documentation is usually requested as part of the process to obtain financing or to rent an apartment anywhere in the city. Elevator Contract At its December meeting the Board voted to change elevator maintenance contractors. We replaced our old contractor, Millar, with Robert Elevator, and in doing so have saved the building a considerable amount of money without affecting service quality. Millar had been charging the corporation $834.48/month, whereas the new company charges $676.56/month. Board President Ken Newman negotiated the terms of the Robert Elevator contract, which includes penalties for late responses to service calls. Interior Work The Board voted to postpone interior paint touch-up work to the hallways, as well as certain hallway carpet replacement, until nearby leaks are proven to be fixed. This might take a while, but it was the general consensus that it would be better to save money and avoid potentially having to do repeat repair work, even though it does mean the building isn't as aesthetically pleasing as it could be. Garden Committee If you'd like to help with the plants, clean-up or bench assembly and repair, please call VP Mark Lilien (Apt. 3E, 929-4619 or 800-772-7100, ext. 2245). Volunteers are always welcome to help keep our roof deck beautiful! Building Management And Staff Review Vice President Bob Bangiola (Apt. 1D, 924-0709) and President Ken Newman (319-3000) have been studying our staff's procedures. If you have any suggestions, comments, complaints, etc., please call them. Plumbing This you'll find exciting: we had our Holby valve - which mixes the hot water and, together with the recirculation pump, keeps the temperature constant -rebuilt, so your hot water temperature should remain stable. Unfortunately, the valve can't compensate for temperature swings caused by flushing toilets, and there doesn't seem to be anything that can. Except good luck. Sorry. Accountant Interviews As part of its ongoing efforts to improve the quality of the corporation's management information, on April 13 the Board interviewed 2 accounting firms it is considering as possible replacements for our present accountant. The Board then discussed the interviews in detail at its special meeting on May 5, and decided to establish a committee consisting of Treasurer George Ong and Vice Presidents Bob Bangiola, Steve Hanley and Mark Lilien, to review the implications of changing accountants - which may require a shift from our present cash accounting system to an accrual-based system - and to continue the search. Comments? Suggestions? Criticisms? Your ideas on the newsletter are always welcome. Please let us know what you think! Minutes The confidentiality of the minutes was discussed at the open Board meeting by Vice President Steve Hanley and Treasurer George Ong, who cited an article by published in "The Cooperator" a trade newspaper, which addresses the importance of such policy. For those shareholders who were unable to attend the open meeting, a copy the appropriate part of the article follows: Q: What are my rights, as a shareholder, to obtain a copy of the minutes of a board meeting? I would like to read the minutes, but I was told by a board member that it's none of my business. A: According to Arthur Gussaroff, a partner with the Manhattan law firm Szold & Brandwen P.C., "Under Section 624(a) of the New York State Business Corporation Law, New York corporations are required to keep "correct records [...text of the applicable section of the law...]." It is clear from reading paragraph 624 [of the law] that the state legislature deliberately failed to require corporations to deliver minutes of board of directors meetings to shareholders. The reasons are obvious. Many matters, such as contract negotiations, litigation and problems involving individual shareholders are often discussed at board meetings. It is certainly in the best interests of the corporation and its shareholders to keep this information confidential as disclosure could very well have an adverse impact on the board's ability to conduct its business. A bound set of Board minutes was supplied to the Corporate Secretary (Jim Kafadar, 6C, 645-2737), and is now available for shareholders to examine, subject to the procedures insuring confidentiality as adopted in the bylaws. The essence of the new voting procedures is a pre-printed ballot and a general proxy statement. Candidates for Board seats who wish to have their names printed on the pre-printed ballots will have to declare their candidacy at least 45 days in advance of the election. The Board will then have official ballots printed up with the names of declared candidates - and space for write-ins - and a general proxy statement allowing the shareholder to send his ballot by mail to an official Trustee named by the Board. This Trustee will be responsible for holding votes cast by mail and for casting those votes at the election. A similar procedure will be followed for proposed shareholder amendments to the bylaws and the proprietary lease. It is the consensus of the Board that these new procedures will prevent anyone from trying to control the membership of the Board by taking advantage of the fact that many shareholders are unable to vote in person. So if you are approached by anyone asking you to sign a blank proxy, please ask them how your votes will be cast and discuss the matter with several members of the board so that your vote will truly be an "informed" one. The majority of the Board agrees with this opinion. The Board also created the permanent position of Chairman, now held by Bob Mishkin. The Chairman is responsible for presiding over meetings of the Board of Directors and of Shareholders, and for preparing agendas. While the Board had operated with a Chairman in the past, the position was not formally recognized in the bylaws. Similar treatment was given to the position of Vice President, where the old bylaws were ambiguous. The Board had elected three Vice Presidents - Bob Bangiola, Steve Hanley and Mark Lilien - but certain sections of the bylaws were unclear as to when each of the Vice Presidents was to act as Acting President. The amendment resolved this by creating a 1st, 2nd and 3rd Vice President, who will act as President in that order. Other bylaw amendments clarified that the President of the Corporation could act as recording secretary to record minutes of meetings, which is an area where the former wording of the bylaws was ambiguous. The date of the annual meeting was formalized, as was the definition of who would be considered a "shareholder of record." Finally, an "erratum" was passed to rectify a typographical error in the bylaws. If you did not receive your copy of the bylaw amendments, please contact Ken Newman, the managing agent, at 319-3000. Other Amendments In addition to the new voting procedures, the Board enacted procedures that ensure the confidentiality of shareholder information by requiring those persons who wish to have access to the minutes to sign a confidentiality agreement. Please refer to the "Open Meeting" article, where this matter is dealt with in more detail. Building Ownership Of the original 137 apartments:
a. number of apartments owned by sponsor, not for sale at this time: 31 Board Member Information
The corporation's cash position will be reported separately.
Newsletter #115 Acrobat file Return to archive Newsletter #117
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