Shareholders of Netherland gardens Quorum Committee

SUGGESTED QUESTIONS

NETHERLAND GARDENS CORP. ANNUAL MEETING

November 2024

1) The Board ran a net operating loss of $685,984.00 in 2023, on top of the loss of

$362,834.00 from the operating budget in 2022 (page 7). You knew about this at the

beginning of this year, and that was the time for transparency with the information.

Shareholders have the right to know -- why didn’t you communicate with us about it before

tonight?

2) According to the auditors, Management has omitted supplemental information on future

major repairs and replacements required by generally accepted accounting principles.

Why is that? Where is that information? (introductory letter)

3) Why did administrative expenses balloon in one year from $382,000 in 2022 to $537,000

in 2023? (page 5)

4) The Board spent an additional $500,000 on garage repairs in 2023, after shareholders

were told that the pavers on the terraces were replaced and the garages were fixed. Why

was that?

5) This is not the only example of an infrastructure project that was done incompletely or

needed to be redone. Are you hiring low-bid contractors who do inferior work and

subcontract out to people who do the worst jobs?

6) According to the financial statement, Netherland Gardens keeps our money in savings

bank accounts at levels in excess of the amount insured by the FDIC. What is the point of

that? (page 10, note 2)

7) Shareholders are really struggling in the wake of the 11 percent maintenance increase this

year. What maintenance increase can we expect in 2025 – you must have an idea

already. We would like to know now.

8) Will the Board commit now to doing the right thing and holding an informational meeting in

January when the 2024 fiscal year is closed to discuss plans for 2025?

Page 1 of 2

NGC Annual Meeting 2024/Page 2

9) What are these “Other Current Liabilities” listed in the financial statement? (page 7)

2021: $6,652 2022: $318,805 2023: ($407,055)

Who does NGC owe money to, and what is it for?

10) Please provide details of “Accounts Payable” and “Prepaid Expenses” (page 7). What are

these? We need an explanation.

11) What resources/other sources of income have you explored to help with expenses?

 Have you explored grants from federal, state, city, and neighborhood agencies?

 Have you explored subsidies available through the federal Inflation Reduction Act?

 Have you explored the grants available from the NY State Office for the Aging for

NORC (Naturally Occurring Retirement Community) programs for seniors?

 Have you attended any Council of New York Cooperatives and Condominiums

(CNYCC) workshops or meetings to learn more about opportunities and ways to

better manage a co-op?

12) What is the benefit to shareholders of owning stock in the National Cooperative

Bank/NCB? (page 8)

13) Now that the carpet replacement/asbestos abatement project is on hold, can

shareholders look forward to the Board sharing more information in a timelier way about

the project when you decide to restart it?

14) A question for all the members of the Board: what work for the Board do you do besides

attend monthly meetings?

 What committees do you serve on?

 What projects do you work on?

Page numbers refer to the 2022-2023 Financial Statement

Prepared by Shareholders of Netherland Gardens 2024 Quorum Committee

SHAREHOLDERS OF NETHERLAND GARDENS

QUORUM COMMITTEE, October-November 2024

We’re a group of concerned shareholders who want to encourage other shareholders to participate in the 2024 Annual Meeting and Election of the Board of Directors and in our community.

Our values:

·       A more positive environment at Netherland Gardens.

·       Transparency and accountability of financial information and decision-making.

·       An open line of communication between the Board and shareholders.

·       Caring about and responding to human issues in addition to infrastructure.

What we want to see happen:

·       A more regular community newsletter.

·       Community events such as bingo or yoga in the community room.

·       More regular informational meetings.

·       Making meetings accessible to all, including remote access to informational meetings for seniors and others.

Shareholders have the right to contribute to the decision-making at NGC. Each shareholder gets a vote in the Annual Election for the Board of Directors – but only if we actually hold an election. Without your votes, there cannot be an election. This happened both in 2022 and 2023.

When is the 2024 Annual Meeting and Election?

NGC will hold its Annual Meeting and Election on Thursday, November 14 from 7:00 to 9:00 PM at the Riverdale Y on Arlington Avenue.

HOW TO PARTICIPATE IN THE ANNUAL ELECTION

There are several ways to participate in the NGC Annual Election:

1)    Mail your Proxy Ballot in time for it to be received in the Management Office by 12:00 PM on Wednesday, November 13, 2024.

2)    Drop off the Proxy Ballot in the Management Office making sure that the envelope is sealed and received no later than 9:00 AM on Thursday, November 14, 2024.

3)    Bring your Ballot to the Annual Meeting on Thursday, November 14 at 7:00-9:00 PM at the Riverdale Y on Arlington Avenue.

NOTE: The first mailing of the ballot materials from FirstService failed to include a self-addressed return envelope. The Management Office now says they have expedited a new mailing of materials to all shareholders to include the envelope. If you don’t receive it, you are still free to use your own envelope if you wish.

IF YOU NEED ASSISTANCE, or have any questions, please contact the Quorum Committee at (212) 673-0042 or write to us at ngquorum@gmail.com 

NEW Updates - 9/9/24

• Sign the Petition for a Meeting with the Board

• ASBESTOS ABATEMENT PROJECT

Why is having a Quorum important? - NGC has not held a Board election since 2021 for lack of a quorum. Members of the Board have just stayed in place since then. In addition, right now we have only 6 elected Board members. The other three -- one-third of the Board -- were appointed by the other Board members in 2024 because of vacancies that opened up. If they wish to stay on the Board, all the members, including the appointed individuals, must run for election at the next Annual Meeting in November. However, if we do not achieve a quorum at the Annual Meeting & Election, all these current members will continue on the Board. This was the case in both 2022 and 2023.

Each shareholder gets a vote on the members of the Board of Directors -- but only if we actually hold an election.

How are the officers elected? After each Annual Meeting, the Board gathers to elect the officers, just as if the entire Board had been re-elected. These officers are the President, Vice-President, Secretary, and Treasurer. 

What makes a successful Board of Directors? The success of any Board of Directors depends on the quality and conduct of its members, and their ability to properly guide an organization so that it can achieve its goals. Each member of a co-op Board should bring to it different expertise and skills that relate to maintaining the property and building a community. Board members must be able to work together harmoniously and constructively. In addition, an effective Board provides transparency of its oversight and decision-making to shareholders to ensure accountability of its standards and conduct. Board members should maintain good two-way communications with shareholders. 

• How do Board elections work at Netherland Gardens?

At NGC, Board members are each elected for a two-year term. Their terms of office are staggered so that 5 members are elected in alternating years with the other 4 members.

• Are NGC Board members paid to serve? Are there perks for Board members? 

No, NGC Board members are unpaid volunteers and do not receive any additional benefits for serving on the Board. 

• How much time does membership on the Board take? 

  1. The NGC Board usually gathers once a month in the evening for a two-hour meeting. 

  2. If important issues arise, there can be special meetings held in the period between regular meetings. Sometimes these matters can be handled by email. 

  3. The Board also sets up committees on different areas to meet in the period between regular meetings. These committees report back on the work done and make recommendations to the full Board for approval. Basic committees include Admissions (to handle buying/selling of apartments), Quality of Life (to help mediate disputes between residents), and Parking. To be effective, all Board members should serve on committees.

  4. Officers have additional responsibilities and duties that take time. For example, the Secretary takes minutes of Board meetings. 

• What are the special responsibilities of Board membership? 

The Board makes decisions as fiduciaries - that is, they act on behalf of the shareholders and are legally and ethically required to put the best interests of the shareholders first, ahead of their own, with a duty to preserve good faith and trust. The Board must ensure that shareholders receive properly reported annual financial data.

•  What do I have to know about how Board meetings are run? NGC Board meetings follow the usual procedures for conducting business and government meetings known as Robert's Rules, which explain how to make a motion, how to take a vote, etc. These are available in a pamphlet or online

To run for the Board, contact the Management Office in August to put your name on the list of candidates for the election in November. You may be asked to fill out a form and provide a short essay or bio sketch about why you wish to serve on the Board, which would be distributed to shareholders in the fall with the official election materials. 

The Quorum Committee would also like to hear from you and would be happy to discuss your interest in serving our community.

We will try to respond to all courteous messages in a timely way.