Election Procedure

1. The organization of our building coop is as a Corporation called 76th Street Owners’ Corp., under NY law.

2. The business of the corporation are carried out by the Directors who are elected by shareholders and Officers, who are appointed by the directors, whose number, qualifications, method of election and appointment and duties are set out in our by-laws (Article II - Directors and Article III - Officers), which are available on our website, https://www.thesherwood.org/about-us/governance

3. Directors. There are five (5) directors. Four (4) independent directors are voted on by the shareholders directly and one (1) is appointed by the Holder of Unsold Shares, commonly known as ‘the sponsor’. The sponsor, Equity Investments, also owns Maxx Properties, our management company, and our building manager is the appointed director.

At least one less than a majority [2] of the directors to be elected must be residents of the Property owned by the corporation. All directors shall be at least 21 years of age.

4. Officers of the corporation. The by-laws provide that the board shall appoint by majority vote the officers: President, Vice President, Secretary, Treasurer. Each has duties under the bylaws.

The President shall be a member of the board, but none of the other officers need be a member of the board. There is no requirement that an officer must be a shareholder.

5. Quorum. The total number of shares in the corporation is 74,715. The number of shares that correspond to each apartment was determined when the building was converted to a coop.

In order to vote for directors or transact any other business there must be present in person or by proxy the holders of majority of shares.

• When entering the meeting please sign in at the door to make sure you are counted towards attaining a quorum.

6. Inspectors of elections. At any election of directors where more candidates are nominated than there are positions to be filled, the election shall be conducted by two inspectors of election to be appointed by the president and sworn to faithfully to execute the duties of inspectors with strict impartiality, and according to the best of their ability.

No director or candidate for director shall be eligible to appointment as inspector.

If there are not two inspectors present, ready and willing to act, the required number of temporary inspectors to make up such number shall be appointed by the chairman of the meeting.

7. Voting procedure. You can vote by voice (“viva voce”) at the meeting, via a pre-printed ballot or by proxy ballot assigned to someone else if you are unable to attend yourself. Proxy ballots will be mailed to you ahead of the meeting. Each ballot shall state the name of the shareholder voting and the number of shares owned by him, and in addition, the name of the proxy, if such ballot is cast by a proxy.

• Please review your ballot. Check that the number of shares and votes printed on the ballot is the correct number for your apartment. If you believe there is a discrepancy please alert the election administrators or inspectors.

• If assigning your ballot to a proxy, please make sure your name and your proxy’s name is written on the ballot

• Fill in your ballot and submit: Candidates may be printed on the ballot or you may fill in their names. Cast your votes among the candidates as you prefer. See 8 below

8. Cumulative Voting. Each shareholder is entitled to the Number of Votes equal to 4 x Number of Shares owned, 4 being the number of independent directors being elected. When casting your votes, the total number can be allocated toward just one candidate or distributed among several candidates following your preference.

Example: A typical resident of a 1-bedroom who owns 615 shares is entitled to 2,460 votes [615 x 4]. On her ballot, she can distribute those 2,460 votes among all candidates in any combination (equally, all votes toward one candidate, or more for some and fewer for others, in order of preference)