Amalgamated Building - 504 Grand St Petition re Fair Board Elections
It’s been brought to our attention that the upcoming Board elections do not comply with Amalgamated's By-Laws, nor the state Business Corporation Law.
It's important that we follow the rules; and several of our neighbors would like their fair chance to run for election (and we'd like the chance to vote for them).
Please read and sign the attached petition if you agree that we should postpone elections until the rules are followed.
Your signature is urgently needed as the meeting is currently scheduled for December 19, 2013 (as an example of the issues this is a revised date which has not yet been publicised by the board...)
Amalgamaters for a Fair and Transparent Board Election
Board of Directors
Amalgamated Dwellings, Inc.
504 Grand Street
New York, New York 10002
cc: A.M., Katz, Property Manager; Rosen Livingstone and Cholst LLP
We, the undersigned Stockholders of Amalgamated Dwellings, Inc., a New York domestic business corporation, have joined together over a shared concern about the Board of Director’s lack of compliance with our By-Laws and the New York Business Corporation Law (“NY BCL”), which governs our co-operative. We are particularly concerned that this year’s Stockholders Meeting and Board election has been run improperly and without regard to the appropriate procedures set forth in our By-Laws and the NY BCL, actions which disenfranchise the Stockholders as a group. We believe the Stockholders of Amalgamated are entitled to a fair and transparent election and to regular Stockholder’s Meetings.
We therefore request that the Board of Directors and/or the President of the Board of Directors postpone the Meeting of the Stockholders scheduled for December 2013, along with the election of directors scheduled to take place at such Meeting of the Stockholders, and schedule a new Stockholders Meeting and Board elections for early 2014, which meeting and elections follow all appropriate procedures.
We respectfully make this demand of the Board for the following reasons:
1. Written notice of the Stockholders meeting (and any subsequent postponements) was not mailed or given personally to each Stockholder entitled to vote, at such address as appears on the stock book of the Corporation not less than ten, nor more than forty, days prior to the date of the meeting, as required by Sections 1 and 2 of Article I of the Bylaws of Amalgamated Dwellings, Inc. (the “By-Laws”).
2. The President, with the concurrence of the Board, did not appoint an Election Committee consisting of members of the Board of Directors not seeking election or re-election to the Board of Directors at the Stockholders’ meeting for which the Election Committee was appointed, as required by Section 3 of Article II of the By-Laws.
3. A duly-appointed Election Committee (consisting of members who are not running for election, as described above) did not establish election procedures or notify the Stockholders of the procedures at least forty-five days before the Stockholders’ meeting, as required by Section 3 of Article II of the By-Laws.
4. The notice concerning the election procedures sent by the President to some Stockholders specified that anyone standing for Director must have been a stockholder for at least 12 months prior and also must be in “good standing”, a vague and imprecise standard which misrepresents the Qualifications to be a Director, as established by Section 2 of Article II of the By-Laws.
5. Honest Ballot Association, which was selected by the Board of Directors to conduct the election, has refused to accept declarations of those wishing to run for the Board of Directors received after November 29, 2013, although Section 3 of Article II of the By-Laws prohibits further nominations after that date only if the number of candidates who have declared their candidacy is at least one more than the number of positions on the Board of Directors to be filled.
To reiterate, we request that the Board of Directors schedule a new Stockholders Meeting with Board elections, and that all appropriate procedures set forth in our By-Laws be followed for this meeting. Namely, the Board of Directors must:Appoint an Election Committee in accordance with the requirements of Section 3 of Article II of the By‑Laws (which Election Committee shall not be made up of Board members currently running for re-election); Conduct an election in accordance with requirements of Article II of the By-Laws; Provide timely notice of the election procedures to all Stockholders in accordance with Article II of the By-Laws; Schedule a Meeting of the Stockholders for purposes of such an election in accordance with Article I of the By-Laws; Provide timely notice of such meeting to all Stockholders in accordance with Article I of the By-Laws; and Make available a list of Stockholders to any Stockholder making such request in accordance with § 624(b) of the N.Y. Business Corporation Law.
We look forward to the Board’s full compliance. Be guided accordingly.
Interested Stockholders of the Amalgamated