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I'm very unhappy with my co-op's current board, so I'm going to run for a seat next month. I'm relatively new to the building (one year) and it's my first time running for election in any building. What are some strategies and tactics to make sure I win?
The key to winning a spot on your building's board is a combination of research, preparation, and some good old-fashioned grassroots organizing, says Steven Wagner, a co-op and condo attorney with Wagner Berkow LLP who has been elected seven times to the board of his own 420-unit building.
"I always tell people that if you don't like what the board is doing, you can complain all you want," he says, "but the best way to fix it is to get a new board."
Here are five ways to win by a landslide.
1. Approach your neighbors (yes, in person) to get proxies
As with just about any election, if you're hoping to get widespread support, you're going to have to spend some time going door to door and talking with your neighbors in person. This process will also give you a sense whether other people in the building share your concerns about the way the board's being run, and will help you in your efforts to change things.
"This is grassroots politics," Wagner says. "There is no substitute for getting out there and pressing the flesh."
If you live in a small building, you can simply approach all of the neighbors individually, and have a friendly conversation about the changes you'd like to see on the board, and why you're asking for their vote.
If it's a larger building, it's ideal to enlist other residents to knock on doors and speak to the neighbors on their specific floors. In one large building, a group trying to overthrow the board established a committee, appointed floor captains who collected proxies (more on that below), met with people to explain why a new board was necessary, and assigned poll watchers (see below). The committee also drew up a platform listing the goals and aspirations of the new group so that the people collecting proxies would know exactly what to say.
"People know the people who share their floor, and are inclined to listen to them," Wagner says.
Besides laying out your platform, you'll also need to ask your neighbors for their "proxy," which is a document stating that if they're not attending the upcoming meeting themselves, they'll allow you to attend and act on their behalf during the meeting. (And take note: sometimes during voting there are disputes over proxies—for instance, a shareholder signed proxies to more than one person—and whichever one has the most recent date will be the one that's counted. So while you want to start campaigning well ahead of time, a last-minute blitz to make sure you're getting more recent proxies than your rivals is a smart call.)
It is perfectly legal for a board to send out proxies with the annual meeting notice, and often boards are reelected year after year on the proxies returned from that mailing. Even if your neighbor previously signed a proxy, unless the form of proxy says it is irrevocable—and they rarely are irrevocable—again, a later-dated proxy wins. And since a proxy can have a date later than the date it was signed, a well-drafted proxy not only states that it is for quorum and voting purposes, but it also includes language revoking other proxies in that person's name, even those which may have a later date.
To cast a wide net and drum up support closer to the election, Wagner also recommends setting up a chair or table in the lobby or common area with your campaign materials highlighting your message, and a pile of proxies for people to sign.
"Be as cheerful as you can," he says. "Make this a positive experience."
2. Craft the right message
As in all politics, your message, and delivery, will make or break your ability to garner votes.
"You should have a clear statement about why you're running," Wagner says. "Maybe there's a lack of transparency, maybe the board is enacting a new dog policy, maybe repairs are coming up and the board has handled them poorly in the past, or maybe the building is split between original purchaser who bought their apartments years ago at insider’s prices... and new owners who paid millions for their apartments and want the doormen to wear new uniforms with white gloves and want the lobby redone."
Rather than running a smear campaign, Wagner advocates stating your case in as simple, clear, brief and positive a manner as possible.
"Sometimes documents will circulate saying, 'XYZ is a horrible person, don't vote for them,'" he says. "It's distasteful and doesn't win elections."
Whatever the reasons, have a clear message, and organize, and distill that message onto a single sheet of paper.
"I recommend using bullet points," Wagner says.
So get your flyer together—preferably on a colorful piece of paper that won't get tossed out with the rest of the mail—then circulate it to all of your neighbors once, and once only.
"You only get one shot," Wagner advises. "You can't go to people over and over again, constantly sliding things under their doors. They'll get tired of it and throw it away."
Plan on distributing your flier close to the election day. This way you will avoid multiple rounds of flyers with your opponents and will not give your opponents much time to draft and distribute a flyer of their own. You should have additional flyers at the meeting to hand out.
3. Find out how many seats are up for election--and how many votes you can cast
To maintain continuity and, not incidentally, defend against the possibility of a coup, the by-laws of some co-ops (and condos) stagger the terms of board members so only a few seats a year open up for election.
"If yours is a 'staggered' board with nine board members, you would elect three each year, while on a non-staggered board, you'd elect all nine each year," Wagner explains.
If you are trying to get a slate of new board members elected including yourself so that you can establish an entirely new regime, you won't be able to in a single election with a staggered-board building. That might change, Wagner notes, if it turns out that there are other upcoming vacancies other than the usual number of open seats, such as vacancies created by board members who are selling or stepping down, etc. Regardless, if there are multiple seats opening up, you'll likely want to enlist like-minded neighbors to run with you, in order to get a critical mass of people on the board who share your views so that you'll be effective in office.
Another important factor is whether your building works with regular voting (in which a resident can vote his or her number of shares for each open spot on the board, but may not vote more than the number of shares owned for any one candidate) or what's known as cumulative voting.
In cumulative voting, shareholders may multiply the number of shares by the number of available seats and vote the total for one or more candidates.
"With regular (or straight) voting, if you have 100 shares and there are five open seats on the board you could vote up to 100 shares towards each of five candidates," Wagner explains. “But with cumulative voting, you could cast all 500 votes for one candidate.”
Whether the voting is cumulative or straight will effect the calculation of how many voters—and how many shares—you'll need in order to win. With cumulative voting, there is a formula that allows you to figure out how many shares are needed to elect a director if you know how many seats are open and how many shares are present at the meeting. That formula is X=(S/(D+1))+1, with "S" being the number of shares voting at the meeting, and "D" the number of board members (or "directors") to be elected.
4. Find out who can vote
Before you start officially canvassing your neighbors for votes, you'll want to get updated info on everyone's name, address, and whether or not they're actually eligible.
According to New York's Business Corporation Law, the co-op must provide you with a list of shareholders' names, addresses, and number of shares if you request it, but you must also turn over an affidavit stating that you'll be using the information for business related to the co-operative such as soliciting proxies and support at the upcoming meeting, and not, for example, to solicit purchasers for a great new product you are selling.
This is important to give you an idea of the total number of votes at stake, but also so that you don't waste time approaching the wrong people. For instance, if a shareholder has a subletter or family member living in their apartment, that person can't vote—only the shareholder him or herself can, unless that shareholder gives him or herself a proxy. The list provided by the co-op will also include contact information for shareholders who don't live in the building, so you can reach out to them, as well.
Another detail to keep in mind here, if there have been recent sales in the building, is something called the "record date." Generally, the date when a notice goes out about the next board meeting and election will be considered the "record date," and whoever owned the apartment as of the "record date" will be the shareholder who's able to vote.
So at this point in the process, Wagner says, "you’ll know who can vote, the record date, how many shares everyone has, whether it’s a staggered board, whether there's cumulative voting, and how many seats are available."
5. Cast those all-important votes
Now, for the actual meeting. Someone (you) has to show up at the meeting with the shareholders’ proxies, sign them in, get a ballot, and cast that ballot. Keep in mind that a proxy is not actually a ballot. Different buildings use different methods for distributing ballots. Given that you'll likely be coming with a stack of proxies—and filling out ballots for each one—"generally at meetings with contested elections, you have people sitting there filling out proxies," Wagner says.
To ensure that everything is being handled as it should, an inspector of the elections will be appointed before the election takes place.
"See if you can agree with the board to have one of your supporters appointed as an inspector. If the managing agent is appointed to act as the inspector, you want an outside observer making sure it's handled on the up and up," Wagner says. "Even if that just means standing at the table to watch everyone fill out their ballots."
Typically before ballots are cast, the candidates are allowed to say a few words about their qualifications and what they would do if elected. If you are a natural speechmaker, just make sure you have notes and your thoughts are organized. If you are not a natural and get nervous, that’s okay. You might want to write out the speech and practice it a bit in the mirror or with a family member or friend. Many people will vote based not on what you say, but how you say it and whether they like you. Relax. Be yourself.
Don’t be afraid to deviate from the script or to admit you are nervous. It is humanizing and honest. That's what you're trying to convey to the audience. Typical points for a speech would include your apartment number and who lives with you, what you do for a living, any special qualifications you have (e.g., architect, accountant, banker, insurance expert, real estate professional), briefly some of the major issues you see and how your experience will help to resolve these issues. Don’t forget to thank everyone who gave you proxies for the confidence they have shown in you and ask the shareholders to vote for you. Eye contact and smiles are good, too.
To win a seat on the board, you do not have to have a majority of votes cast for you. You can win with a plurality. This means you only have to get more votes than the other candidates to win. If there are five seats available on the board, you only have to be in the top five to be elected. If there is cumulative voting, using the formula provided you should be able to calculate the number of shares needed to elect one board member. If you have more than enough for to elect one board member, double the number of shares needed to see if you can elect two. Triple it for three, etc.
Finally, if you feel that the election was not on the up and up, ask that the inspectors of election not certify the election results, that the ballots be impounded, and that you be given an opportunity to inspect the ballots and to send a letter stating your objections. There's a special procedure for challenging elections, but you have to start a lawsuit within four months.
New York City real estate attorney Steven Wagner is a founding partner of Wagner | Berkow with more than 30 years of experience representing numerous co-ops, condos, and individual owners and shareholders. To submit a question for this column, click here. To ask about a legal consultation, send an email or call 646-791-2083.