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patrons as patronage dividends. The record does not show if
petitioner has ever had net margins.
Petitioner's bylaws require petitioner to hold an annual
meeting of the shareholders to elect directors and to conduct
other business. The bylaws also provide for special meetings of
the shareholders. Petitioner must give written notice of all
shareholders' meetings to each shareholder. Under the bylaws,
each shareholder has one vote at each shareholder's meeting for
each share of stock in his or her name. The bylaws permit proxy
voting at shareholder's meetings. Petitioner's bylaws require
petitioner to have at least 3 but not more than 7 directors, the
majority of whom must live in petitioner's building. The board
of directors manages petitioner, oversees its operations,
oversees the management company, and holds meetings not less than
once every 8 weeks to discuss problems referred to the Board.
Directors serve without pay unless pay is approved by
shareholders owning two-thirds of the outstanding shares.
Petitioner generally maintains the building and its grounds,
fixtures, elevators, lighting and heating, and other common areas
by hiring a superintendent and janitors. Petitioner's management
agent collects rents from petitioner's shareholders, keeps
petitioner's books, pays petitioner's expenses, prepares
petitioner's annual operating budget to be approved by
petitioner's directors, and hires and supervises petitioner's
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Last modified: May 25, 2011