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- Personal and professional goals achievement
- Improved personal leadership, including work / life balance
- Increased accountability and focus
- Improved self-awareness and perspective
- Growth in leadership competency and capacity
- Better systems for priority management
Can a Co-op Director be Held Personally Liable for Discrimination?
The Appellate Division, First Department decision in the case of Alphonse Fletcher, Jr. et al. v. The Dakota, Inc., et al. continues to be the subject of much discussion in the legal community. This case represents a wakeup call for every director of a cooperative corporation or condominium association alerting them once again that they cannot hide behind the “Business Judgment” rule when issues of discrimination are involved. The Appellate Court reversed a prior decision of the same court finding that a director’s participation in a corporation’s tortious behavior is sufficient to give rise to individual liability for the director
4 things to consider before removing a board member
It may come as a surprise to you but occasionally a board member needs to be removed from the board. In some cases, a conflict of interest or unethical behavior may be grounds to remove an individual from the board in other cases the behavior of a board member may become so obstructive that the board is prevented from functioning effectively.
Benefits of incorporating.
When a group of people try to set up a new coop, one question that comes up is whether or not to incorporate. There are a number of reasons why a group may not want to incorporate, such as not wanting to be “involved with the government”, or not having the time or resources to complete the process. Some households may function as a coop, but are intentionally left “temporary”, and disappear when their members leave.
Bylaws and Operating Agreements
After working with professionals to determine which entity type is right for your worker cooperative, the next step is to work with professionals to develop your governing documents. Bylaws and operating agreements should include high-level information about the governance of the organization. They clarify and codify the democratic governance and ownership of your cooperative, help provide a structure through which the cooperative can grow, and provide a last resort for conflict resolution if relationships break down. In general, a company’s bylaws or operating agreement should cover the following issues:
Converting to a Cooperative
Converting non-cooperative businesses to cooperatives is an empowering decision for workers and consumers, and a realistic and sound business choice. For many reasons, corporatization may be an attractive option for consumers, workers, current owners, and the communities in which the enterprise is embedded.
Knowing Your Governing Documents
The governing documents of your cooperative are the tools of corporate control. They set the ground rules within which the members and board must operate. They are the standards by which courts will judge issues. Ignorance of them and how they work among themselves will leave you defenseless to those who do know how to use them. It is the difference between winning and losing.
Legal Duties and Responsibilities of Co-op Board Members
Members of the board of directors of a cooperative have the same duties and responsibilities as do directors of any other business. In addition, they have a few other responsibilities that are unique to cooperative board members. Cooperatives are member organizations, unlike most other businesses. This places a unique responsibility on cooperative directors to be sensitive to the needs of members and balance their conflicting interests. Therefore, director decisions are based not only on what is most profitable, but also on what the needs of the members are.
National Housing Cooperatives Case Law Survey
Petitioner, Emigrant Mortgage Company, Inc., commenced a holdover proceeding against Respondent Louise Greenberg to recover possession of a cooperative premises located in Great Neck, NY. Petitioner loaned money to Respondent under a Security Agreement which enabled Respondent to purchase co-op stock for occupancy of her unit. The co-op stock was pledged as collateral. Respondent defaulted under the Security Agreement and Petitioner became the owner of Respondent’s co-op stock through a sale at a public auction.
OPERATION OF THE COOPERATIVE ASK THE LAWYER CO-OP BASICS
Planning for the operation of the cooperative must take place well before the formal transfer of ownership to the shareholders. The sponsor should be aware of the critical need to provide training in the operation of a cooperative to the new tenant-owners of the building.
Stock v. Nonstock Cooperatives
the advantage of incorporating as a stock cooperative is the flexibility that the structure provides for raising equity capital now or at a later date. There may be additional cost associated with incorporating as stock cooperative .
The Legal Aspects Pitfalls of Cooperative Refinancing
A large number of cooperatives are contemplating refinancing their existing mortgages. Several reasons exist for this. First, interest rates are at an uncommonly low level which makes it rather advantageous to take out a loan. While the existing mortgages are typically low, the rates now are extremely attractive and may not last much longer. Thus, there is a window open now to get great interest rates. Second, many cooperatives have experienced HUD being more burdensome in its demands than in the past. They seek to either eliminate or reduce HUD oversight by eliminating the mortgage which HUD insured or subsidized. A third and most common reason is the need to amass a sufficient sum of money to undertake repairs, renovations and enhancements of the property. Many cooperatives would prefer to complete these tasks in the near future to properly maintain the property rather than make improvements over an extended number of years.
Will Your Association Protect You?
With responsibility comes risks and liabilities for staff. The question herein is whether or not the association would protect you if something went wrong under your authority? An organization is more likely to come to the aid of staff when systems and precautions have been implemented. Thus, good managers focus not only on meeting goals and objectives but also on developing systems to protect staff.