Page 19 - NJ Cooperator Summer 2020

NJCOOPERATOR.COM THE NEW JERSEY COOPERATOR — SUMMER 2020 19 Advertise In The New Jersey Cooperator Marketplace —Call 212-683-5700— Target Key Decision Makers In The Condominium, Co-op and HOA Community By Placing Your Ad Here MARKETPLACE For schedule and ad rates, contact Fred Marks at (786) 404-1701. LAUNDRY EXPERT TESTIMONY PROPERTY MANAGEMENT PROPERTY MANAGEMENT PROPERTY MANAGEMENT upon the written consent of members. Fur- ther requirements are set forth in this section Amendments, if the current bylaws require run for the board. ‘Good standing’ is defi ned of the Act. If the conditions in this section more than a 2/3 vote to amend the bylaws, as an association member who is current on are met, the vote may only occur in the man- ner set forth by the Act—without a meeting 51% vote. Such a vote must be performed with interest on unpaid assessments, legal fees, or upon the written consent of the members—if a meeting of the members. All amendments other charges lawfully assessed.’ Th erefore, to the bylaws of the association are written in a to the Master Deed must be performed in ac- consistent manner. PREDFDA further allows cordance with the governing documents, as ber must be current with payment of assess- the bylaws to set forth the right of members these laws governing amendments only apply ments. to act by written agreement without meetings, to the bylaws.” as noted above. See N.J.S.A. §45:22A-46(b): ‘Th e bylaws may, nevertheless, provide that an individual association member, and a voting- eligible tenant where applicable, may waive notice of meetings in writing, or may act by written agreement without meetings.’ “As noted in the \\\[question\\\], the bylaws state ‘notwithstanding other sections re- garding proxies, shareholders have the right to vote at the meeting.’ Th e provision of the Non-Profi t Act authorizing voting without a meeting begins with the phrase ‘\\\[e\\\]xcept as otherwise provided in the certifi cate of incor- poration or bylaws…’ PREDFDA also allows the bylaws to set forth the right of members to act by written agreement without meetings. In conclusion, there is no explicit authorization in the legislation that allows for mail ballots in matters other than elections, and the Acts al- low the bylaws to govern whether a vote with- out a meeting can be held. Accordingly, the association referenced in the \\\[question\\\] must allow the shareholders to vote at the meeting due to the provision noted in the bylaws. “Th e bylaws can then be amended under PREDFDA, pursuant to the recent Radburn Amendments, which allow for two methods of amending the bylaws without a meeting of the membership: (1) to rectify a confl ict with ‘state, federal, or local law’; OR (2) the executive board passes an amendment and then leaves it up to the members to veto the amendment, which can be accomplished with a 10% negative vote. Under the Radburn good standing have the right to nominate and then the bylaws may now be amended by a payments of ‘common expenses, late fees, Board Members Who Are Delinquent with Their Fees Q I am living in a small complex with 21 units in Northern New Jersey. We have six people on the board and they all live in the complex and don’t pay the maintenance fees. Is it legal in New Jersey to get compensated to be on the board and to not pay the fees? —Sensing a Problem A Says Jessica Baker, an attorney with Hill Wallack LLP, which has offi ces in New Jersey and New York: “All owners are obligated to pay common expense assessments and board members are not exempt. Most of the govern- ing documents provide that board members shall not be compensated for serving on a board, although some older documents may permit the treasurer to receive payment for serving in that position. Also, most governing documents provide that board members can be reimbursed for their expenses. “Th e Radburn Legislation, which made changes to the Planned Real Estate Develop- ment Full Disclosure Act, N.J.S.A. 45:22A- 43 et seq., also provides useful information regarding board members obligations to pay assessments. Pursuant to Radburn, owners in either nominate or run for the board, a mem- “Radburn further provides that board members of an association may fi ll a vacancy on the board created by ‘failure to maintain any reasonable qualifi cation, including main- taining good standing, to be an executive board member…’ Clearly, it is the intention of Radburn that board members must remain in good standing, which includes paying any as- sessments, while serving on the board. “While serving on a board for a com- munity association can sometimes feel like a full-time job, board members must continue to pay assessments and (generally) cannot be compensated. Board members have a fi du- ciary duty to the association. By taking any compensation for serving on the board or by failing to pay assessments in violation of the governing documents, board members are acting in their own self-interest and may be breaching their fi duciary duty to the associa- tion. In addition, with six members of a small community of only 21 units not paying assess- ments, the fi ft een other unit owners are likely shouldering the entire fi nancial burden of the community, which is most likely in violation of the governing documents. Th is issue must be addressed immediately. “I suggest that the other owners speak with the members of the board about paying as- sessments and review your governing docu- ments with regard to any restrictions on com- pensation for board members. If this issue cannot be resolved amicably, then the other owners may have to review the procedures for DeveloPMent JCRA Seeks Partner for Condo Marketing and Sales Th e Jersey City Redevelopment Agency (JCRA) has issued a request for proposals (RFP) to brokerages as it seeks to sell fi ve condos it owns at 311 Washington Street, according to Jersey Digs. JCRA intends to select a sales and market- ing partner that can assist it in completing the redevelopment of the area by selling the condominium units it owns to qualifi ed buy- ers so that the proceeds can be used to further Jersey City’s aff ordable housing initiatives, per Jersey Digs. Th e outlet notes that the RFP is designed to fi nd qualifi ed service providers in a fair and open manner for the provision of profession- al services based on qualifi cations, merit, and cost eff ectiveness. ■ PULSE continued from page 4 Please submit Pulse items to Darcey Gerstein at darcey@yrinc.com Disclaimer: Th e answers provided in this Q&A column are of a general nature and cannot substitute for professional advice regarding your specifi c circumstances. Always seek the advice of competent legal counsel or other qualifi ed profes- sionals with any questions you may have regard- ing technical or legal issues. removing board members. “If this matter cannot be resolved by speaking with the board members, the own- ers may want to seek the assistance of coun- sel.” ■