Formal Legal Request to Legal Counsel – Failure to Hold Annual Meetings in Compliance with the Bylaws
To: Matthew L. Goldberg, Esq.
Cc: Board of Directors, Metro Management,
Date: March 14, 2025
Subject: Formal Request for Documentation & Explanation – Annual Meeting Compliance
Dear Mr. Goldberg,
Since I moved to Dorie Miller in 2018, not a single Annual Meeting has been held in accordance with the bylaws, which require it to take place on the last Monday of March. This represents a documented, ongoing violation spanning multiple years under your firm’s legal oversight. Additionally, your firm represented Dorie Miller during the financial crisis and foreclosure proceedings, further highlighting the poor track record of legal counsel in protecting the cooperative from governance failures.
In your recent response, you attempted to justify scheduling the 2025 Annual Meeting for April 7 by stating that it was held “as close to the bylaw requirement as is practical given the need for space and the appearance of presenters.” However, this reasoning does not explain why year after year, Annual Meetings have been delayed, rescheduled, or outright skipped, including in 2022 and 2024. The bylaws do not state that the Annual Meeting is optional or that it may be scheduled at the Board’s convenience year after year.
Analysis of Legal Counsel’s Defense of the Board
Your firm’s consistent pattern of justifying bylaw violations raises serious concerns about your role in enabling and protecting the Board rather than ensuring compliance with corporate governance laws. Instead of holding the Board accountable, your responses strategically deflect responsibility, create misleading justifications, and provide legal cover for repeated violations.
Your firm has taken no corrective action to ensure compliance with governance requirements, instead making excuses for violations that undermine shareholder rights and transparency.
Furthermore, another form of false representation is your labeling of my shareholder meeting request as a “private event.” You are fully aware that I am a shareholder advocate and that my intent was to inform shareholders of governance concerns and their rights. Rather than supporting an open forum for shareholders, you have intentionally isolated and misrepresented my efforts to protect the Board and yourself. This is a clear indication of your willingness to suppress shareholder engagement while continuing to act in the Board’s interests rather than those of the cooperative and its rightful owners.
Additionally, by backing Metro Management’s refusal to rent Dorie Miller Memorial Hall for a shareholder meeting, you reinforce a pattern of obstructing shareholder engagement. The collaboration between legal counsel and Metro in labeling a legitimate shareholder gathering as a “private event” is a blatant attempt to suppress transparency and maintain control over cooperative affairs. Your firm’s actions raise serious ethical and governance concerns.
If you were representing the best interests of the shareholders and the cooperative, as is your legal duty, you would have:
Ensured Annual Meetings were held in accordance with bylaws since you took over as counsel.
Held the Board accountable for skipping Annual Meetings and elections in 2022 and 2024.
Intervened to prevent unlawful governance practices.
Supported shareholders’ rights to organize and meet without interference.
Instead, you have a history of acting as a shield for the Board’s misconduct, allowing leadership to strip shareholders of their rights without consequences.
Failure to Hold the 2022 Annual Meeting & Harassment Allegations
At the falsely advertised 2022 Annual Meeting, which was scheduled over the July 4th weekend, you personally announced that it was not an Annual Meeting but merely an informational meeting. However, you then stated that the Board had every intention of holding an Annual Meeting in the fall of 2022. That meeting never took place. No follow-up announcement was made by you or the Board to explain the failure to hold a 2022 Annual meeting.
Furthermore, you acted on behalf of Metro Management and a Board member in issuing an accusation of harassment against me without any supporting evidence. At no point was I given an opportunity to present my evidence to refute these claims. This constitutes a serious legal and ethical violation by your firm, which acted to suppress my shareholder rights rather than ensuring due process. Your claim that you never represented Metro, when in fact you did, and the document I previously sent you proves this, speaks for itself regarding the extent to which your firm will go to cover up evidence.
Formal Request for Documentation & Response
As legal counsel responsible for ensuring the cooperative operates within the bounds of corporate law, please provide a formal response addressing the following:
Can legal counsel provide documentation proving that it has enforced bylaw compliance since taking over representation of Dorie Miller?
If you cannot provide proof, does legal counsel acknowledge that it has knowingly allowed annual meetings to repeatedly violate the bylaws for years?
Given that you claim scheduling constraints justify the 2025 Annual Meeting being delayed, how does your firm explain why no such effort was made to hold the 2022 and 2024 Annual Meetings—or any other years as close as possible—to the March deadline?
If the Board can selectively choose when to hold an Annual Meeting based on convenience, does legal counsel agree that this effectively renders the bylaw requirement meaningless?
If legal counsel defends this repeated violation, what legal basis do you have for overriding the bylaws to accommodate Board scheduling preferences?
Does legal counsel accept responsibility for failing to uphold corporate governance laws by permitting a repeated pattern of noncompliance?
Why did you take action on an accusation of harassment without reviewing evidence from both parties?
Why did you not allow me, as the accused, an opportunity to respond before issuing a formal letter?
Does legal counsel acknowledge that issuing a harassment letter without reviewing evidence may constitute defamation?
Deadline for Response
We formally request a written response to these questions no later than March 20, 2025. If no response is received by this deadline, we will escalate this matter to the appropriate oversight agencies, including but not limited to:
New York State Attorney General’s Real Estate Finance Bureau – Request for an investigation into corporate governance violations.
Better Business Bureau (BBB) – Complaint regarding failure to comply with corporate governance responsibilities.
Queens Borough President’s Office – Request for intervention in shareholder suppression and governance failures.
New York Bar Association – Request for a formal review of Hankin & Mazel, P.L.L.C.’s conduct in representing the Board’s interests over those of the cooperative and shareholders and failing to enforce bylaw compliance.
Multiple media outlets – To inform the public of ongoing governance violations.
Failure to comply with the bylaws is a serious breach of fiduciary duty. Shareholders deserve transparency and governance that follows the legally mandated structure of this cooperative. If the Board and legal counsel refuse to uphold these standards, we will take the necessary steps to ensure compliance is enforced.
Sincerely,
Wolfgang Busch
Shareholder, Dorie Miller Housing Cooperative
Email: WolfBnyc@gmail.com
Phone: 718-623-2926
Address: 112-25 34 Avenue Apt. F, Corona, NY 11368
Legal Counsel Contact Information:
Matthew L. Goldberg, Esq.
Partner, Hankin & Mazel, P.L.L.C.
494 Eighth Avenue, 16th Floor, New York, NY 10001
Tel: 212-349-1668
Email: mgoldberg@hankinmazel.com
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