Dear Shareholder,
Over the last few weeks, some of the shareholders have been gathering the answers to some “frequently asked questions” about University Towers, the Board and the upcoming election procedures. This information was collected during informal meetings, as well as from the Yahoo Group.
Attached is a document which we hope will assist the shareholders in better understanding the procedures involved with the Annual Meeting and Election of Board of Directors, as well as knowing a little moreabout the role the Board plays in the University Towers community.
Please read through them so you are fully aware of the procedures.
If you have a question that is not represented, or if you’d like clarity on any of these answers, you should contact a member of the current Board of Directors. Their contact information is below.
The following individuals are running for the Board in the June, 2008 election:
Doug Boettner
Current Board President, Shareholder
191 Willoughby Street
dboettner@universitytowersapts.com .
Tania Gordon
Current Board Vice President, Shareholder
191 Willoughby Street
tgordon@universitytowersapts.com
Rodney Hurley
Current Board Vice President, Tenant
122 Ashland Place
rhurley@universitytowersapts.com
Jeff Kagan
New Board Candidate, Shareholder
191 Willoughby Street
jeff@kaganville.com
Robin Lance
Current Board Vice President, Shareholder
191 Willoughby Street
rlance@universitytowersapts.com
Diana Leidel
Current Board Vice President, Shareholder
122 Ashland Place
dleidel@universitytowersapts.com
Thank you,
Residents Group of University Towers
Annual Meeting & Election: Frequently Asked Questions
What is the purpose of the Annual Meeting and Election of Board of Directors?
Every year, in accordance with the by-laws of University Towers, the shareholders must gather for a meeting (called the “Annual Meeting”) at which time the Board of Directors and Management report on the current status of our co-op, as well as upcoming plans, and a recap of the past year. At this meeting, an election is held to decide who will be elected to serve on the Board for the next 12 months. Shareholders each get a specific number of votes, depending on the number of shares they own in the co-op, and they cast these votes for the candidates of their choice.
To summarize the “big picture,” there are 7 seats on the Board of Directors at UTAC. Because over 70% of UTAC shares have been sold, shareholders vote for 70% of those Board seats—currently 5 seats out of 7. Theremaining two seats belong to the sponsor, Rothenberg & Rosenfield, Inc. (RRI), and shareholders do not vote for those. At some point during the year, we expect that new apartment sales will push us over 80% sold, and we will gain another Board seat (and RRI will lose one).
Who is running? How do I learn about the candidates?
Come to the Meet The Candidates event on Wednesday, May 21, 2008 at 7:00pm in the Community Room at 122 Ashland Place. The candidates will be part of a moderated Q&A session, and after, they will answer shareholder’s individual questions. If you are unable to attend this event, feel free to contact the candidates via email.
In an effort to educate voters on each candidate’s positions on hot topics, a questionnaire will be distributed to each candidate. Their answers will be made accessible to shareholders as soon as possible. All candidates will be encouraged to return this questionnaire along with any other items they wish to be considered with their profile.
Why should I vote?
Your vote is VERY important in each election. As a shareholder, your participation in this process is crucial for two reasons: First, it is necessary that a quorum exists before the election can qualify as legal, meaning there must be a minimum of 51% of the shareholders participating the election, either in person, or by proxy.
Without 51% shareholder participation, the meeting is canceled and rescheduled for a future date.
Second, your participation works to your benefit, by helping to select the next group of Board Members who will represent YOU in decisions about the UT community. Please take the time to stand up and be counted in theelection process.
How do I vote? How many votes am I entitled to?
Voting takes place at the Annual Meeting, which will be held at the Long Island University Campus, 1 University Plaza, on Monday, June 9, 2008 at 6pm. Please arrive early to check-in.
For now, what is important is that shareholders are voting to fill 5 seats.
At the Annual Meeting, first, determine the total number of shares you have to vote:
Multiply your shares by the number of non-sponsor Board seats. Again, for the June 2008 election, there are 5 non-sponsor Board seats. This is the total number of votes you have.
You may distribute your votes across the five candidates in any way you choose.
For example, a shareholder in Apartment 4-X has 802 shares. That shareholder will multiply 802 by 5 (the number of non-sponsor Board seats) and get the number 4,010. This is how many votes that shareholderhas. These 4,010 votes may be used however you choose.
IMPORTANT: Do not exceed the maximum number total votes, or your entire ballot will be disqualified and none of your votes will be counted.
Here are some vote distribution samples:
Sample A: You may cast all of your votes for one candidate.
Candidate 1 ---------- 0
Candidate 2 ---------- 0
Candidate 3 ---------- 0
Candidate 4 ----- 4,010
Candidate 5 ---------- 0
Sample B: You may divide your votes up in different amounts, as long as they add up to the total you’ve calculated.
Candidate 1 ----- 1,000
Candidate 2 ------- 500
Candidate 3 ----- 2,000
Candidate 4 ------- 500
Candidate 5 -------- 10
Sample C: You may divide your votes up in equal amounts, as long as they add up to the total you’ve calculated.
Candidate 1 ------ 802
Candidate 2 ------ 802
Candidate 3 ------ 802
Candidate 4 ------ 802
Candidate 5 ------ 802
When do I vote?
At the Annual Meeting on Monday, June 9, 2008 at 6pm. RRI has mailed the details to all shareholders already, well in advance of the meeting.
What if I can’t make it to the Annual Meeting?
Your votes are still very important! You may vote by proxy. A proxy is another person (shareholder or non-shareholder) whom you designate to vote on your behalf. A proxy form is attached to this packet for your convenience.
How do I fill out a proxy form?
See below. The first priority is to designate your proxy. Fill out a Proxy Form and return it to the Management Office at 191 Willoughby Street in Brooklyn, or to Rothenberg & Rosenfield, Inc. at 505 Park Avenue, 17th Floor, New York, NY 10022.
This is what the first section of the Proxy Form looks like:
IMPORTANT: If you do not cross out the names “Michael L. Rothenberg, Daniel L. Rosenfield,” your proxy will automatically be Rothenberg and Rosenfield (the Sponsors), regardless of whom you indicate on the line below. If you write in a proxy name, you must cross out the sponsor’s names to make your choice of proxy eligible.
The person you choose as your proxy must attend the Annual Meeting at LIU on Monday, June 9, 2008, 6pm. They must bring identification. The election hosts will hand your ballot to your proxy. The proxy must then fill out the ballot as illustrated above. The individual you select to be your proxy should be someone you know and trust to vote of your behalf.
What are the responsibilities of the Board of Directors?
The Board of Directors ensures sound management of the co-op resources; acts as trustees on behalf of the shareholders; sets long-range goals and plans for the future.
To fulfill these responsibilities, the Board of Directors oversees many aspects of the University Towers Community including hiring and evaluating co-op management, long-range strategic planning, financialoversight, interviewing potential buyers, security issues, and the general quality of life of the residents.
The Board is required to meet approximately every 6 weeks for its regular Board meetings. Additionally, the Board meets once a month to interview prospective new residents and it is expected that Board members chairone of the Board committees and attend those meetings.
May I run for a Board seat?
Yes. Anyone may run for the Board. Shareholders will receive an information packet about the Annual Meeting in the mail. If you are not a shareholder, you should be able to obtain a packet from the ManagementOffice. You are encouraged to promote your interest as a candidate by coming to the Meet the Candidates event, as well as posting comments on the University Towers Yahoo Group and University Towers Blog.
I’m not interested in being a Board Member, but how else can I get involved?
There are so many ways to get involved at University Towers! Here are some:
• Initiate ideas and post them to the Yahoo Group for discussion. The Yahoo Group can be found at (http://groups.yahoo.com/group/universitytowers).
• Join a committee: Quality of Life, Security, Finance, or one of the ad-hoc committees that are created from time to time (e.g. Holiday Party, Easter Egg Hunt, etc.)
• Have a good idea? Write a brief proposal and pitch it to the Board.
• Write an article for the University Towers Blog (http://universitytowers.blogspot.com/)
