Highview Condominium II
Board of Directors Meeting
November 9, 2000 ** 7:30 - 8:30 p.m.
Meeting Minutes

The November 9, 2000 meeting of the Board of Directors was called to order at 7:40 p.m.

In attendance were Board members Vincent Alfano, Victor Bellini, Robert Boynton, Paul Chelsen, Stephanie Greenberg, Judi Kepics, Frank Mattera, and Miriam Montalvo. Also in attendance were Paul Kepics and Maxwell-Kates representatives Gene DeGidio and Angela Karabaic. Absent from the meeting was Board member Carl DiLorenzo. Minutes were taken by Vinny Alfano, Recording Secretary.

The first order of business was an update on the transition to Maxwell-Kates and final settlement with Finnerty Management.

1) Following the August 30, 2000 emergency meeting of the Board, Tom Finnerty was notified by registered mail on August 31, 2000 of the planned transition from Finnerty Management to Maxwell-Kates.
2) Maxwell-Kates followed up by mail and telephone calls to Finnerty over the next two weeks. Their calls were not returned and there was no response to their letters.
3) On September 13, 2000, Maxwell-Kates was able to contact Finnerty Management and was told that all records of Highview Condominium were being withheld pending a full payment by Highview II of all future monthly management fees through April 2001. Finnerty explained that he had a contract with Highview II for this term.
4) There was discussion of how, on April 26, 2000, a written request was made to Finnerty for a complete listing of all contracts, agreements, and warranties in effect for Highview II. The information was requested again on May 2, 2000. On May 18, 2000, Finnerty responded in writing with a listing - which he indicated in his memo to be "a complete listing". Copies of all contracts were attached. He noted in his memo that "all other contracts were verbal agreements only". No written contract for Finnerty Management was included in the listing. In June, Finnerty was asked about this again in writing. He was asked for "a copy of any previous contract with Highview II that might indicate the scope of services that Finnerty Management's was providing the building". No response was received. Accordingly, the Board proceeded under the presumption that Finnerty Management did not have a contract with Highview II.
5) Following the September 13th conversation between Maxwell-Kates and Finnerty, the Board contacted the condominium's attorney, Michael Swaaley, Esq. Swaaley immediately contacted Finnerty's attorney, Howard Bernstein. A copy of the Finnerty contract with Highview II was forwarded to Swaaley by Bernstein. Swaaley then advised the Board that Finnerty Management had no credible case for requesting payment through April 2001. If the Board chose to follow the contract, even then only a total of 60 days notice was required for cancellation (of which the Board had already provided 30 days, by certified mail) and therefore only 30 days additional notice/payment was required - not the seven months payment that Finnerty was insisting upon). Furthermore, Finnerty was currently paid up-to-date and legally bound by his contract to act at the Board's direction. Accordingly, the only active violation of the contract was by Finnerty - an active employee withholding the condominium's property/records from the corporation. As the Bylaws make clear, the managing agent is hired by the Board and is directly accountable to the Board. The managing agent is an employee of the Board.
6) The Board offered Finnerty the additional 30 days payment ($1,100) stipulated by the contract. Finnerty still refused to turn over the records. However, since a) the Board had written evidence of acting in good faith and inquiring in writing about the existence of any contract, b) the managing agent replied in writing that no such contract existed, and c) by withholding financial records of the corporation while still a paid employee, d) the managing agent was committing gross misconduct which the contract allowed as grounds for immediate dismissal without any severance compensation at all; Swaaley believed that in a court of law, the contract would not bind the corporation and furthermore any financial hardship to the corporation caused by Finnerty would be recaptured in damages through the courts.
7) In order to continue the corporation's business without disruption and to avoid the possibility of lengthy litigation, attorney Swaaley advised the Board to seek a compromise amount in order to gain immediate access to the corporation's records.
8) On September 27, 2000, Board President Robert Boynton and Eugene DeGidio of Maxwell-Kates met with Finnerty's attorney, Howard Bernstein. At that time, a number of boxes of the condominium's business records were traded for a $3,000 check payable to Howard Bernstein (for Finnerty Management). DeGidio reviewed the files and verified that the records necessary for operation were adequate before the payment was made to Bernstein. Hard copy records of unit owners and other information was input by Maxwell-Kates over the next 48 hours and owners were successfully billed for October common charges on September 29, 2000.

The next order of business was a confirmation of Rules & Regulation changes necessary to support the management contract with Maxwell-Kates. According to the current (old) rules, owners were to make a payment of $150 to the managing agent for sale and lease applications. Lease renewals required a $50 payment. Maxwell-Kates fee structure requires $200 payment by the owner for leases and sales, $100 by the tenant or purchaser, and requires no fee for lease renewals. Prior to signing the contract with Maxwell-Kates and agreeing to these fees, the fees were reviewed with the condominium's attorney. Michael Swaaley indicated that $300-$500 is the norm on Staten Island for the required services supported by these fees. The Board members present unanimously voted to affirm the fee changes.

There was a discussion of delinquent common charges. It was agreed by all present that the Bylaws are clear that the Board has a legal responsibility to pursue any cases of chronic delinquent payment. To formally allow any single owner to do otherwise would necessitate making the same opportunity available to all owners. Allowing such an option would clearly lead to the building's financial failure. Accordingly, Maxwell-Kates was instructed to inform any chronically delinquent tenant that legal action will be initiated promptly to safeguard the corporation. The condominium's legal costs are passed along to the delinquent owner as provided in the Bylaws. (See Article V, Sections 5-7.)

The next agenda item was an update from Gene DeGidio of Maxwell-Kates. The only complaint registered with Maxwell-Kates by a resident related to the heat being on during warm weather. There was a lengthy discussion of heating (balancing) the building and options being considered. Options include the addition of flow valves in each apartment. There was related discussion on the Slat Fin air conditioning units. For the short-term, it is up to the superintendent to monitor the situation and adjust the system.

Other Maxwell-Kates issues discussed included: 1) progress in resolving water infiltration to apartment L-C, 2) a complaint of residents leaving bagged trash in the hallway on the 5th floor, 3) a proposed income/lease agreement with an additional PCS (cell-phone) service provider (a formal proposal has not reached the Board to date, but will be discussed with owners before approval), 4) concerns with the building's entrance directory/security/intercom system, and 5) inaccuracy of owner, tenant, and parking space occupant records. DeGidio expressed considerable concern for the potential legal liabilities created for the building by the lack of accurate records and inattention to enforcement of bylaws - principally with respect to moving, sales, leases, and resident insurance. 6) Gene reported that the exterminator seems to have the long-standing pest situation under control. 7) Compliance with the new City of New York fire code and required plan distribution for residents is being prepared and will be completed in January as required by the law. 8) Maxwell-Kates is continuing discussion with our laundry room vendor and Gene raised questions about the original costs of renovating the space for the concession several years ago and noted that typically the vendor pays such costs not the customer.

The existent fine structure specified in the building's Rules & Regulations was discussed. In particular, it was noted that there is a $500 fine for non-compliance with lease, sale, and moving procedures. Although following the bylaws and regulations with respect to lease, sale, and moving issues are critical to the building's liability exposure, it is clear that none of these records were being maintained by Finnerty Management and the prior Board. Maxwell-Kates is in the process of contacting owners to update the files. In addition, in case anyone has misplaced their copy of the Rules & Regulations, a new copy is currently being mailed to all owners. After January 1, the specified fines will be imposed for non-compliance with lease, sale, and moving procedures.

Gene DeGidio reported on his coordinated efforts with superintendent Carlos Otey. Carlos has agreed to accept UPS and other deliveries when residents are not home. He will leave a package reminder on the resident's mailbox. Notice of this policy will be posted in the entrance area to advise delivery agents. In response to residents requests, the normal work hours that Carlos can be contacted will be posted. As he is a resident superintendent, in case of an emergency, he can be contacted 24-hours a day. Gene DeGidio explained that if the super is not home or does not return a phone call within 15 minutes, residents should contact Maxwell-Kates at their 24-hour telephone number. Maxwell-Kates has issued Carlos a beeper and Maxwell-Kates can reach him on a 24-hour basis. It was pointed out that this does not mean that Carlos will be always be able to return to the building from wherever he is. If Maxwell-Kates determines that Carlos is unavailable, they will take whatever actions necessary to tend to the emergency.

There was a discussion of parking in the building's driveway. Several days ago, one of the Board members had their car towed from the driveway after being parked for approximately 25 minutes. Although the owner was able to catch up with the car, the towing service would not release the car without full payment in cash - no checks or credit cards. It was determined that the towing service was not called to tow the car, but rather has a contract with the building (set up by a prior Board) that allows the service to tow any car parked in the circle for 15 minutes or more. Several Board members felt that the "decision to tow" should be controlled by the Board members. However, it was agreed that neither Board members nor our super should be placed in the middle of hostile towing situations. It was added that friendly calls by Board members to residents who may have forgotten their cars in the driveway have sometimes resulted in hostile replies instead of thanks. It was noted that a towing rule would not even be necessary for the building - except that certain people have made a continual habit of being inconsiderate despite polite requests.

Whenever anyone parks in the driveway, they should imagine that there is a car waiting behind theirs at that moment, waiting to move, with a driver behind the wheel. Every resident should consider how long they would be willing to sit patiently in that second car, waiting for the first to move. No one in a second (waiting) car should be expected to back out of the driveway. It was noted that the building has paid for damage caused to the building's signs and lighting by drivers backing out. The considerable risk drivers face trying to blindly back out of the building's driveway into traffic was mentioned. Accordingly, it was agreed that residents should informally be asked to consider five minutes as the maximum standing time. As an additional courtesy, cars should turn on their 4-way flashers to convey the short-term nature of their stay in the driveway - and to not dissuade others from entering the driveway despite their presence. Towing without warning after 15 minutes remains at the owner's risk as there is no parking allowed in the driveway.

It was now past 8:30 p.m. - the scheduled Lobby meeting/coffee hour that all residents and owners had been invited to as an opportunity to meet with the Board and our new managing agent.

Accordingly, the meeting was adjourned at approximately 8:45 p.m.