By-Laws Amendment Proposals

I was asked the following on 11/29/12 and my reply is below both from another forum.

"Hello George,

In the article “Why Condo Corps fail” written by Amelia Ylagan, one major stumbling block for real owners taking control of the Condominium Corporation as explained by her is as follows:

"When the real unit owners will have unified themselves into a majority (50% +1, under Corporation law), they can elect Trustees to replace assignees of the Developer. Otherwise, as long as the Developer holds some shares and no quorum is garnered, the Developer’s assignees will govern the Condo Corp in continuous holdover Trusteeship. Or, the Developer can “groom” certain unit-owners in their favor, who will govern the Condo Corp. Such are the indestructible power groups entrenched in vulnerable Condo Corps."

I thought there is a simple solution to the above. During the next general meeting, have a voting member submit the following resolution for a vote. (It has to be seconded)

Propose Resolution:

“A quorum for a general meeting is 1/3 of the Condominium Corporation eligible voters, present in person or by authorized representative or by proxy. At any annual or special general meeting called by the Corporation, if a quorum is not present at the appointed time or within 30minutes thereafter, then the eligible voters who are present in person, by authorized representative or by proxy, shall constitute a quorum.”

I would assume that the majority of attendees are unit owners, and if so, you would have successfully take control away from the existing board of trustees by the next propose Resolution.

Propose Resolution:

The unit owners have lost confidence with the existing board of trustees and propose their removal from office to take effect upon election of new trustees. An affirmative vote will be followed with an immediate General Election for the new board of trustees to take effect immediately.

Will that work?"

*** reply below ***
 

By-Laws Amendment Proposals

(original web post 11/29/12):  I will address your message above here regarding suggested proposals for By-Laws amendments. I do have concern about quorum less than a majority. What we need is verifiable evidence that a quorum is or is not established and proper & reasonable notification of Unit Owners (members of the SCCC) about the Annual Meeting.

Currently, there is a wait-until-the-last-moment-to-notify procedure and then change the date in VIOLATION of the By-Laws. The Board does as it wishes in secret with no regard for the Unit Owners.

In order to amend the By-Laws this section of the current By-Laws must be followed unless a government authority or court so orders a change of procedure.

from Soho Central Condominium Corporation By-Laws ( click here for .pdf )

"Section 40. Adoption of Amendments. With the exception of specific provisions separately governing the Commercial Podium and the Residential Areas (which cannot be altered, amended or repealed without the majority vote of the Commercial Podium Committee or the Residential Areas Committee, as the case maybe), the By-Laws rnay be altered, amended or repealed or new By-laws adopted by the majority vote of the Board Directors/Trustees and by the affirmative vote of at least a majority of the members of the corporation at a regular or special meeting duly called for the purpose Subject to such, the Board of Directors/Trustees may also amend or repeal there By-Laws or adopt new by-laws when such powers is delegated to it by two-third of the outstanding members, provided however, that such delegation of powers shall be considered as revoked whenever a majority of the outstanding members shall so vote in a regular or special meeting called for the purpose."

Your first proposal may have merit if it does not violate some national law. I am hesitant since I would not want a small minority controlling the building as we are now experiencing with the developers and their groomed Unit Owners. Only Unit Owners or their proxies may vote at the Annual Meeting.

As to your second proposal, each Annual Meeting is supposed to vote for Directors of the Board. Of course, we have not been able to do that in the two meetings that have taken place. This year the Board claimed no quorum. Last year they walked out. There was a declaration of a sort approving the three Greenfield Directors which is not recognized in the By-Laws and the vote was illegal from the start for that meeting since it was being conducted in violation of the Master Deed as I read later and national law as pointed out to me. Voting needs to be done by area not one vote per unit for our condominium.