Galaxy Towers Condominium Association

MINUTES OF THE MEETING

Of the Board of Directors

January 9, 2003

 

 

Directors in Attendance:                                                     Absent:

President: Martha Norget                                                             

Vice Pres.: Michael Baruch, M.D.

Secretary: Harlin Blank

Treasurer: Allan Ellinger

 

Directors

 

Leon Eastmond

Chad Gulrajaney

Robert Johnston

Joel Price

Dennis Squitieri

 

Also Present:            

Susan Fitzpatrick, General Manager

Robert Buckalew, Esq.

Mary Ellen Saks, Comptroller (7:00pm – 7:35pm)

Mr. Jim Stumpf, Chairman, Facilities Committee (arrived 7:30)

 

Walter T. Gorman and Associates – (7:30-8:15)

JMA Engineering Consultants (8:20-9:00)

 

 

A meeting of the Board of Directors was held on January 9, 2003 in accordance with the By-laws of the Association. The following business was conducted as indicated:

Call to Order

Michael Baruch, V.P., acted as Chairperson of the Meeting, because Martha Norget, President was on vacation. He called the meeting to order at 7:10pm. The meeting proceeded to Executive Session:

Open Session

 

Resolution 03-01-01

 

Approval of Minutes of December 19, 2002

 

Mr. Baruch called for a motion to approve the minutes as written. On a motion made by Mr. Ellinger and seconded by Mr. Eastmond voted unanimously to approve the minutes.

 

Approval of Administrative Resolutions – tabled

 

Resolution 03-01-02

Approval of Engineering Consultant for Exterior Envelope

 

Mr. Baruch asked each member of the Board as well as Mrs. Fitzpatrick and Mr. Stumpf to speak in turn about their opinions of each of the engineering firms. Members of the Board spoke highly of both engineers, but it appeared that members of the Board found JMA’s proposed methods and ideology more consistent with the perceived needs of the Galaxy Towers. Members of the Board felt that Walter T. Gorman is a Fire Safety specialist, while JMA is a façade specialist. Another important issue that was considered was the fact that Walter T. Gorman and Associates has already been awarded the Fire Safety Notification System Contract and will already be working here. By hiring JMA, the Galaxy would have the benefit of two qualified and reputable industry professionals, it was generally agreed.

 

Mr. Baruch called for a motion. Mr. Price motioned to hire JMA to inspect, review, provide a survey and report, render drawings and write specifications in accordance with a proposal from JMA Consultants dated January 2, 2003. Mr. Ellinger seconded the motion. Mr. Baruch called for a vote. The vote to hire JMA Consultants was unanimous.

 

Resolution 03-01-03

Approval of Budget Carry Forwards

 

On a motion made by Allan Ellinger and seconded by Chad Gulrajaney, the Board voted unanimously in favor of allowing committees to carry operating surpluses into succeeding years to be used for committee purposes.

 

Resolution 03-01-04

Approval of a Third Alternate for Covenants Committee

 

On a motion made by Michael Baruch and seconded by Harlin Blank, the Board voted unanimously to direct Mr. Buckalew to amend the appropriate resolution to allow for a 3^rd alternate to sit on the covenants committee. Once the amendment is approved by the Board of Directors, the Chairperson of the Covenants committee will be asked to make his/her recommendation to the Board.

 

Resolution 03-01-05

Approval of Flag Proposal for Berm Planter Waterproofing

 

Mrs. Fitzpatrick began a long explanation of the problem that is occurring at the “Giant Planter-Berm” area and the driveway. She stated that the membrane that runs under the driveway is not connected in any way to the membrane that is in the Giant Planters. Because of the fact that these two membranes are not tied together, water is seeping under the driveway membrane, causing problems. Water is also filtrating between the two unsealed membranes and leaking into the mall, and water is seeping under the Giant Planter membrane and causing leaks to occur as well.

 

Mrs. Fitzpatrick then went on to explain that she and Walter Gorman’s associates had been working diligently to effectuate the repairs to the upper plaza areas at the entrances of tower I and the adjacent areas. She stated that these repairs were being done to the satisfaction of the engineer, and appeared to be passing successive water tests. In order to fully explain the problem and address the need to accept the proposal to repair the Giant Planters, she gave a bit of history by stating that when she arrived at the building, the first and most obvious conclusion to draw was that Flag and not properly executed the work. Upon investigation and discussions with Flag and Walter Gorman’s office it appears that Flag may not have received proper direction from the Galaxy. Investigation further reveals that Flag was not provided with drawings from an engineer, and was directed to install a membrane and termination bar system despite the fact that Flag alleges to have told Galaxy representatives at the time that such as system would not be the most effective way to go.

 

Stating that Flag was now correcting certain deficiencies in their work, to her satisfaction as well as Walter Gorman’s satisfaction, Mrs. Fitzpatrick added that Flag Restoration had been paid all but approximately $57,000 on a job that cost $1,200,000. She pointed out that it would be easy for Flag to walk away from the Galaxy. Citing the fact that she needed to keep them here, and citing the fact that they had installed the Siplast membrane in the driveway, she asked the Board to consider a proposal for Flag to effectuate the repairs to all of the Giant Planters in the plaza area.

 

Members of the Board queried Mrs. Fitzpatrick about her reasons for not using a different contractor. Mrs. Fitzpatrick stated unequivocally that to bring another contractor in at this point to effectuate this repair would be disastrous, because if there were any problems in the future, each contractor would point a finger at the other. She further stated that if another contractor was brought in, she fully anticipated receiving formal notice from Flag that they were “washing their hands of this.” She argued that the warranty on the roofing system was in danger of being voided by another contractor if a mistake is made, and strongly suggested that Flag be the contractor to be solely responsible for the entire job.

 

She concluded her request by stating that Flag’s scope of work would be prepared by Walter Gorman’s office, reviewed by Siplast, and would be overseen by an engineer every step of the way to ensure that it is done properly. She added that that with the increased levels of supervision that are now at The Galaxy, there would be little room for failure.

 

Mr. Eastmond was strongly opposed to this request. He stated that he thought that Flag Restoration had failed the Galaxy when the flashing repairs to the upper plaza were not properly effectuated, and that he had no faith that this contractor would do quality work.

 

Mr. Baruch called for a motion to approve the proposal from Flag Restoration dated December 16, 2002. Mrs. Fitzpatrick added quickly that the contractor had advised her that the Giant Planters had never been exposed and that a 30% contingency should be added to the price to account for unanticipated conditions once the dirt is removed and the planters are opened.

 

On a motion made by Dennis Squitieri and seconded by Joel Price, the Board voted to accept the proposal from Flag, subject to the provision of a contract to be drawn up by Mr. Buckalew, and subject to the fact that Flag contractually agrees to protect and maintain the existing driveway work that has been done.

(Baruch, Blank, Ellinger, Squitieri: for; Eastmond: opposed; Gulrajaney, Price: abstained)

 

Resolution 03-01-06

Approval of Fisher Harris Shapiro Insurance Consulting Proposal

 

As a result of the high regard for the work that Fisher Harris Shapiro effectuated with regard to the procurement of the insurance policies, on a motion made by Dennis Squitieri and seconded by Joel Price, the Directors voted unanimously to accept a proposal dated December 21, 2002 from Fisher Harris Shapiro to retain them to provide risk management and insurance procurement services for the 2003-2004 season.

 

 

Resolution 03-01-07

 

Conversion of Garage & Transportation Comm. to Transportation and Garage Security Committee

 

Mrs. Fitzpatrick explained that she had suggested this change, and had discussed it with Sari Zuckerman, because she felt that the assignment of parking spaces and the review of receipts (a duty that was being carried out by the Committee) belonged within the framework of Management and the Financial Advisory Committee. She also stated that she had asked Scott Rozman to perform an audit of the billing and receipts for the garage. She concluded by stating that the committee requests a set of reports from the Comptroller, which is creating an unnecessary backlog of work in the Comptroller’s office, and a race to meet the deadlines of the committee, which are difficult to follow and unnecessary for the proper operation of the system. .

 

On a motion made by Dennis Squitieri and seconded by Chad Gulrajaney, the Board voted unanimously to change the Garage and Transportation Committee to the Transportation and Garage Security Committee.

 

 

Resolution 03-01-08

 

Resolution to memorialize the Resolution of November 21^st regarding the application for a repair and restoration loan.

 

Dr. Baruch directed Mrs. Fitzpatrick and Mr. Buckalew to explain the need for this resolution to the Board. Mr. Buckalew stated that he had drafted a formal resolution to apply for a loan with NCB and that a formal resolution by the Board of Directors should be made.

 

On a motion made by Dennis Squitieri and seconded by Joel Price, the Board members voted unanimously to adopt a resolution as follows:

 

That an application for a direct-reduction loan of $12.5 million, repayable in 84 consecutive, monthly installments, be made to National Cooperative Bank, and that a non-refundable application fee of $2,500 be paid with that application

 

That Kipcon, Inc., a firm previously engaged by the Association to prepare a Reserve Study Report, be engaged to prepare an update of a Reserve Study Report dated May 16, 1997 and updated on or about May 1, 2002.

 

Resolution 03-01-09

 

Form of Lease to be Used for Galaxy Owned Apartments

 

Citing Mr. Buckalew’s comments at a prior Board meeting about the inadequacy of the lease that the GTCA was using for the apartments that are owned by the Association, on a motion made by Chad Gulrajaney and seconded by Joel Price, the Board voted unanimously to adopt a new form of lease, as provided by Mr. Buckalew.

 

The Board further directed and authorized Mrs. Fitzpatrick to execute these leases after the Board approves the terms and conditions of future rental agreements.

 

 

Resolution 03-01-10

 

Approval of Scaffold Drop Proposal

 

Mrs. Fitzpatrick asked the Board to consider a proposal made by Flag Restoration Inc. for scaffold drops in connection with the inspection and survey that will be done by JMA Consultants. She stated that the proposal called for 56 drops, but that only 26 should be approved at this time, pending a final determination on the number of drops by JMA. She stated that the price per drop was extremely competitive at $2,199 per drop.

 

On a motion made by Joel Price and seconded by Allen Ellinger, the Board unanimously to approve the proposal dated January 3, 2003.

(Baruch, Blank, Ellinger, Gulrajaney, Price, Squitieri: for; Eastmond: against)

 

Status of the Repair and Restoration Loan

 

Mr. Ellinger reported that Amalgamated Bank had expressed interest in providing a loan to the Galaxy in connection with the repair and restoration work that needs to be accomplished. He stated that he had met with Mr. Mak, the former Board Treasurer and had traded ideas with him. He added that while negotiations continue with NCB, all options should continue to be explored and considered.

While speaking of the loan and the many different avenues that can be considered, Mr. Ellinger expressed his concern regarding a mis-statement that appeared on the Galaxy Facts website. He read the statement on camera and for the Board.

 

The first point that Mr. Ellinger refuted was the point that the maintenance increase was an assessment. He unequivocally stated that the maintenance increase was just that… a maintenance increase. He stated that the Board had not approved any assessment, nor had any assessment been imposed. He then went on to state that the Board of Directors had, in fact, approved an application to National Cooperative Bank in an effort to procure a loan.

 

The third and most emphatically made point that Mr. Ellinger made was with regard to a call made on the website to “bombard” Mr. Ellinger with phone calls and to list his home telephone number on the site.

 

Mr. Ellinger called for the Board of Directors to go on record to write a resolution condemning the actions that were posted on the web site. Upon query, Mr. Buckalew stated that a resolution can be written condemning the actions of the person(s) who wrote the website post in question.

Mr. Squitieri interjected by stating that he prefers not to respond to the web site at all, as the intensity of the postings will increase.

 

 

Resolution 03-01-11

 

Condemnation of inappropriate actions - Galaxy Facts Message Center/Website

On a motion made by Mr. Ellinger and seconded by Mr. Gulrajaney, the Board voted unanimously to direct Mr. Buckalew to write a resolution condemning the actions of the “poster” on this website, as well as condemning the actions of those who post mis-statements and untruthful statements in an attempt to cultivate and promote fear and mistrust of the Board of Directors and to interfere with operations of the Association.

 

 

Resolution 03-01-12

 

Approval of the Fire Safety System Contract

On a motion made by Dennis Squitieri and seconded by Chad Gulrajaney, the Board voted unanimously to authorize the President (upon her return) to sign the contract between the GTCA and Walter T. Gorman and Associates pending satisfactory resolution of one small issue regarding supervision of work. Mr. Buckalew was directed to work out the issue with the attorney for Mr. Gorman, and to provide the contract to Management when it is revised to satisfaction.

 

Recreational Activities Chairperson

 

Mr. Blank introduced an issue to the Board by stating that there were three key issues requiring resolution in connection with the directive of Resolution #6, regarding the vote for a Recreational Activities Chairperson that is made by each Club Manager. He stated that the conflict revolved around the following three main issues:

 

1) If a club is deemed inactive, what constitutes inactivity? Mr. Blank went on to explain that there was an issue in which a certain club was perceived to be defunct due to inactivity, thus precluding the Club Manager from voting.

 

2) Can two people run for the committee chair as a slate?

 

3) Were the two people who ran as a slate actually eligible to run, and/or are they eligible to be in the committee in the first place, because neither of them are a club manager?

 

The Board directed that the issue be turned over to Mr. Buckalew for clarification, and that Mr. Buckalew propose an amendment to Resolution #6, if necessary.

 

 

Resolution 03-01-13

 

Petition regarding the Loan

 

Several members of the Board of Directors stated that they had received a petition from some Unit Owners regarding the procurement of a loan. It was noted that some of the statements made in the petition were not factual.

On a motion made by Chad Gulrajaney and seconded by Joel Price, the Board moved unanimously to direct that the petition be given to Mr. Buckalew to review and advise the Board at a later date. Manager’s Report

 

The Open Session Concluded at 11:40pm.

 

The meeting then proceeded to Executive Session.