Archives: News & Events

Being a board member of a nonprofit entity is an awesome responsibility undertaken by volunteers (often with other full-time commitments) who are driven by a desire to contribute meaningfully to their community, industry, or society at large. Whether you serve on the board of a nonprofit corporation, foundation, or housing entity, you are a fiduciary who has been entrusted with the care and management of an organization that serves an important purpose. With that trust comes the responsibility to remain actively engaged in the business of the organization and to make informed decisions in the best interest of the organization.

Over the next few months, Special Counsel, Nancy Durand, will be presenting a five-part board governance series called “How to Build an Effective Board of Directors,” comprised of articles designed to help boards function more effectively, in compliance with directors’ fiduciary responsibilities. The following summarizes each part of the series:

• Part I, “Know Your Role,” will discuss the role of the board of directors as compared with the role of management or staff and the pitfalls of board micromanagement.
• Part II, “If it Can Wait, Delegate,” will discuss the best practices for using committees effectively for oversight, accountability and information gathering, making more effective use of regular board meetings.
• Part III, “Handling Conflicts of Interest,” will explain what constitutes a conflict of interest, when related party transactions are permissible, the components of a conflict of interest policy, and best practices for handling conflict of interest situations.
• Part IV, “Board Synergy,” will explore the impact of social or political dynamics on the role of the board, including the legal impact of operating without mutual respect, trust, or candor among board members or between the board and management or staff.
• Finally, Part V, “Self-Reflection,” will discuss the importance of board evaluations in building an effective board, while summarizing the prior parts in the series.

Nancy Durand is currently our Featured Attorney. Nancy draws on her prior experiences in-house and at a major multinational law firm to provide clients with strategic, practical and cost-efficient solutions to complex problems. Her solution-driven practice focuses on helping her clients to resolve legal disputes and minimize risk.

Learn more about Nancy’s practice at sbjlaw.com

Co-Op City, New York’s largest affordable housing complex, will stay affordable for another 30 years pursuant to a March 31st, 2020 loan agreement between Co-op City and the City of New York.

The Agreement provides One Million Dollars ($1,000,000), at zero percent interest, with the principal forgiven, conditioned upon the Cooperative’s agreement to remain in the Mitchell-Lama program for the 30 year term of the loan.

Co-op City, which is embarking upon a $150,000,000 capital improvement program, will use the loan proceeds to improve accessibility for the disabled to its buildings.

The HPD loan is subordinate to a $621,500,00 first mortgage from Wells Fargo. Closing the transaction with the City of New York required the consent of Wells Fargo, approval from NYS HCR, and consents and subordination agreements from HUD, SONYMA and NYC HDC. In addition, special limited indemnifications were negotiated with First American Title Insurance to resolve unique risks created by the temporary cessation of various governmental recording functions related to building loan agreements and the indexing and entering of mechanic’s liens, judgments and notices of pendency. All of these issues were resolved remotely due to the COVID-19 situation.

“The ability of all parties to work together for the public good was amazing”, said Jeffrey D. Buss, Riverbay’s General Counsel and a partner at SBJ. Mr. Buss also closed Co-op City’s previous $621,500,000 first mortgage with Wells Fargo.

While the deal gives SBJ’s clients at Co-Op City more security about their future, many other cooperatives, condominiums and building owners face growing uncertainty about theirs. New York State’s moratorium on evictions until June 20th, as well as HUD’s anticipated announcement next week regarding federally insured mortgages, will provide some temporary relief to individuals. However, these temporary solutions will also create a loss of income to building owners and lenders, as well as increased debt for individuals without the ability to pay, creating a new set of problems in the near future. According to Buss, one of the key lessons from the Co-Op City transaction is that all parties are in this together. “Cooperatives, condominiums and building owners should engage in discussions now with both lenders and governmental officials”, said Buss. SBJ, which is functioning at full capacity with a fully remote work force, stands ready to assist in the recovery with creative legal solutions.

Empire State Development Corporation Issues Guidance On What Businesses Provide an “Essential Function” Under Executive Order 202.6, as Revised

Executive Order No. 202.6 directed that all businesses and non-profit entities are required to reduce their in-person workforce by 75%, and Governor Cuomo’s “New York State on PAUSE” Executive Order (the “PAUSE Order” will increase that reduction to 100% for all non-essential businesses, effective Sunday, March 22 at 8PM. The PAUSE Order will also impose restrictions and include guidance on social gatherings, use of public transportation and other social interaction.

Businesses that provide “essential services” are exempt from the workforce reduction. Executive Order 202.6 referred generally to certain business groups and directed the New York State Department of Economic Development a/k/a Empire State Development Corporation) (ESDC) to promulgate guidance on what constitutes an “essential service” exempting that business from the mandated workforce reduction.

The ESDC has now issued those revised guidelines (see attached). Included within the guidelines are industries affecting our clients, as follows:

Essential services to maintain the “safety, sanitation and essential operations of residences or other essential businesses” include:

• law enforcement
• fire prevention and response
• building code enforcement
• security
• emergency management and response
• building cleaners or janitors
• general maintenance whether employed by the entity directly or a vendor
• automotive repair
• disinfection* [See Note 1 below]

Note 1: “Doormen”, which were deemed essential under the draft guidelines, have been removed. Buildings should decide the extent to which their doormen fulfill essential functions, such as security, janitorial, mail or package distribution.

Essential specific services include:

• trash and recycling collection, processing and disposal
• mail and shipping services
• laundromats
• building cleaning and maintenance
• child care services
• auto repair
• warehouse/distribution and fulfillment
• funeral homes, crematoriums and cemeteries
• storage for essential businesses
• animal shelters

Essential construction includes:

• skilled trades such as electricians, plumbers
• other related construction firms and professionals for essential infrastructure or for emergency repair and safety purposes

Essential financing institutions include:

• banks
• insurance
• payroll
• accounting
• services related to financial markets

Any business not identified in the ESDC’s guidance as being an “essential” business or service may request designation from the ECDC. All businesses, whether essential or otherwise, are urged to maintain social distancing, proper health guidelines and adherence to separate restrictions imposed during this crisis.

We will keep all readers informed as we learn more.

Governor Cuomo Extends Lockdown on “Non-Essential”
Businesses to 100% of Employees

Governor Cuomo announced today that New York State would take a “pause,” requiring that 100% of employees of “non-essential businesses” cannot go to their place of employment. The “pause” included specific guidelines affecting persons over 70 and vulnerable persons under 70. We are awaiting the specific text of the Executive Order.

What are “Essential Businesses”?

For real estate purposes, the following are deemed “essential businesses”:

• trash and recycling collection, processing and disposal
• laundromats/dry cleaning
• building cleaning and maintenance
  security
• emergency management and response
• building cleaners or janitors
• disinfection
• doormen

Construction including

• skilled trades such as electricians, plumbers
• other related construction firms and professionals for essential infrastructure or for emergency repair and safety purposes

The Empire State Development website includes a number that you can call if you wish to know whether your business is “essential.”

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Electronic Notarization Available.

Notaries will now be allowed to acknowledge scanned documents that have been send to them. If they do not know the person signing, they must see proof identification before they notarize. They must also receive an original of the signed document within thirty days.

We will keep all readers informed as we learn more.