Q&A: Proxy Solicitation

Q The president of our 75-unit co-op instructed the management company and the superintendent to knock on each shareholder's door and ask for their proxy. The president was up for re-election and wanted to secure his position. The co-op incorporation documents and bylaws are silent on the matter. The co-op attorney said anyone can go out and request proxies from shareholders. Is it proper to have the management company and superintendent get proxies and have them voted as instructed by the president of the co-op?

A “The general advice from this cooperative's attorney appears correct,” says John LaGumina, of the LaGumina Law Firm, PLLC in Purchase, NY. “Anyone may solicit proxies, even door-to-door, as long as there is no fraud or concealment.” LaGumina adds, “However, I am concerned with the use of the property manager and/or superintendent for such a task.”

“If their role is simply hand delivering the annual meeting notice and proxy forms to each door then this would not appear to be improper. If, on the other hand, the property manager and/or superintendent knocks on the door and tries to convince the shareholder to vote for the incumbent President then this would seem improper. Even if the property manager and/or superintendent were not guilty of hiding something or tricking the shareholder into giving the proxy, the fact that they are actively soliciting at all is problematic. The cooperative shareholders would effectively be paying for the property manager and/or superintendent to solicit proxies (as opposed to just hand delivering meeting notices.)”

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  • As a board president and CMCA my first thought was unethical. The manager works for the association, not a board member or even the board. However knowing how hard it is to get people to vote, if it was done to conduct business and not support one person, it's probably a good idea.
  • ManhattanCoopPresident on Tuesday, September 2, 2008 10:00 AM
    Can shareholders, who have their apartments up for sale be board members involved in the admissions committee only? Isn't that a conflict of interest?