Condo Association has two names

Started by GaryW13 • 10 replies • 696 views

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GaryW13 (NY)
Posts: 14

Posted:

Hello,

I have recently found out during my investigation of my association that it possibly has two names, or is two corporate entities. However,
none of these have been found to be incorporated in my search in the NYS corporation database.

It was declared under an original name, switched to a different name two years later, and then switched it back to the original name a few years
after that. As far as I know, the condo association has been using both names in their financial dealings and transactions with various vendors.
I asked some of the older owners and they have confirmed their checks were being sent do different bank accounts at some point in time.

Does anyone know what could possibly be the reason for a self-managed board to be switching and/or having two separate, unincorporated condo names and bank accounts?

Thanks

Gary

SheliaH (Indiana)
Posts: 6,964

Posted:

Have you asked your board? If so, what was the response?

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

PaulJ6
Posts: 990

Posted:

Quote:

Posted By GaryW13 on 06/25/2020 10:22 AM
Hello,

I have recently found out during my investigation of my association that it possibly has two names, or is two corporate entities. However,
none of these have been found to be incorporated in my search in the NYS corporation database.

It was declared under an original name, switched to a different name two years later, and then switched it back to the original name a few years
after that. As far as I know, the condo association has been using both names in their financial dealings and transactions with various vendors.
I asked some of the older owners and they have confirmed their checks were being sent do different bank accounts at some point in time.

Does anyone know what could possibly be the reason for a self-managed board to be switching and/or having two separate, unincorporated condo names and bank accounts?

Thanks

Gary

I don't know of the reason, but it's illegal in NY to do business in a name that's not either (i) the actual name of the incorporated entity or (ii) an "assumed name" that's registered with NY State.

Some entities are incorporated by filings with the relevant county clerk, not the Department of State, but this just seems odd.

CathyA3 (Ohio)
Posts: 6,299

Posted:

Could be a number of reasons. The most obvious and benign explanation would be simple incompetence. A not-so-innocent explanation is attempted monkey business. I recommend doing some digging and then asking some hard questions of your board.

Does your county recorder have a web site where you can search for documents under both names? If NY is like my state, the Declaration is not valid or in effect until it's been recorded. If you find one but not the other, then the recorded Declaration is the only one in effect and what should govern any decisions being made. If you find both, can you tell if they both appear to be for the same community? How do they differ, aside from the name? Did a previous (clueless) board try to do something without the necessary legal steps (for example, trying to amend your first Declaration without a pesky amendment vote? A unexplained name change is weird, though, unless the board discovered another area community with the same name (it happens occasionally, and the communities seem to get along just fine although some potential buyers can be confused by it).

If your association is not registered as a corporation, that can have some worrisome implications, mainly in the areas of insurance and legal liabilities. It could simply be that previous boards didn't realize that they have to renew your corporate status periodically and let it lapse. This would be easily fixed. There also are some associations that never were corporations, although I believe that's not the norm.

The different bank accounts may be OK. It could be that a previous board decided that they were getting better service for less money at a different institution. But I'd be concerned that there would be missing association money elsewhere.

Putting on my conspiracy theory hat, I'm wondering if a previous group of activist but poorly informed homeowners decided that they didn't like the way things were being done, replaced the existing board members who were uncooperative about sharing info, and the new group decided that they would basically start over from scratch, beginning with the name they didn't like. That would be pretty crazy, but after serving on condo boards for many years, I no longer under-estimate anyone's ability to get things wrong. Let's hope it's not that.

If you could get some answers about what you can find about the two Declarations and which, if eiher, is recorded, please let us know. Some others should have some good ideas once we have a better idea of what we're dealing with.

GaryW13 (NY)
Posts: 14

Posted:

Thank you for your replies,

To be honest, I cannot really communicate with the board in a reasonable capacity anymore. As some may know, I have filed a lawsuit against them for water intrusion and for not providing me with building records. A day after I filed my amended complaint, a board member decided to give me a copy of the offering plan, declaration and by-laws. Lo and behold, on the first page was the original name of our association crossed out, and replaced with a new name, dated 2 years later. As I investigated further, I found some irregularities. To make things simpler, I will refer to the names as original and new. Here are some of the details that I know so far:

-Condominium Offering plan has the original name in 1989
-Original name crossed out and changed to new name in 1991 (on the document the board member gave me)
-The New name is similar/the same name as the sponsors who sold the building
-Building minutes refers to the association by it's new name between 2010-2017
-1st Amended by-laws refers to the original name in 2013
-2nd amended by-laws refers to the original name in 2016
-At some time between 2013-2014 an owner inquired about a bank account name change, from the new name to the original name
-Oldest owner also remembers sending his monthly dues to the new name, and now to the original name
-When I purchased my unit from the board, all my documents refer to the association by it's original name
-At sometime between 2016-2017 the minutes change to refer to the association by it's original name
-I've noticed one of our permanent maintenance vendors still refer to us by our new name
-We are currently using the original name

I am putting 2 and 2 together and nothing makes sense. Could possibly be incompetence in trying monkey business as Cathy pointed out, but after what I've been through in this association, nothing would surprise me anymore. Maybe someone here could help me could solve this mystery?

Gary

CathyA3 (Ohio)
Posts: 6,299

Posted:

Is it true that the condo association was under developer control in 1989 and 1991? Developers often use boiler plate to create declarations for new communities, which makes sense because they want to make sure they have all of the necessary pieces and correct language in the them. But it can be easy to miss correcting a few things (my community's declaration refers to a fountain, which we have never had).

That could explain an apparent name change early on, but you still have to wonder about incompetence vs. monkey business, especially since your community did appear to be doing business under both times at various times. So this makes things a little murkier, not clearer.

Vendors using both names makes sense, sort of. They tend to remember communities by whatever name they were introduced as, so this could be honest confusion. Or more evidence of doing business under both names.

We still need to know which declaration was actually recorded, or if both were.

I'm confident in saying that this is not a normal situation, but I still have no clue about what actually happened.

PaulJ6
Posts: 990

Posted:

Are you searching for records with this: https://www.dos.ny.gov/corps/bus_entity_search.html and is box 2 switched to "ALL" and box 3 switched to "CONTAINS"?

GaryW13 (NY)
Posts: 14

Posted:

Hello,

Paul - Yes I've searched both names and neither showed up... I'm stumped

I am unfortunately not well enough versed in Condominium/legal language so I have a very hard time decyphering the actual
governing documents and the timelines. I did not want to disclose too much information because of the litigation but
I think in this case it would help if I actually disclosed the names of the association.

I've linked the first page governing documents the board member gave me here:

https://www.dropbox.com/s/flx6vmf8m7d5r41/2%20names.jpg?dl=0

Maybe it could be helpful to figure this one out ..

Gary

GaryW13 (NY)
Posts: 14

Posted:

I apologize ... I did not realize naming the association was against posting rules. I have removed the file name from the dropbox.

PaulJ6
Posts: 990

Posted:

I would ask the board for a copy of the Certificate of Incorporation and the Certificate of Amendment that would have changed the entity's name.

If there isn't a Certificate of Incorporation, then it's not incorporated and it would, I guess, just be an informal association. That means, perhaps, that board members would have no corporate shield standing between them and personal liability for the association's actions.

PaulJ6
Posts: 990

Posted:

Also, all I can think of is that either (1) the HOA is incorporated with the NY County Clerk and thus it wouldn't show up on the Department of State website or (2) there is a third "legal" name and the names on the offering documents are just "assumed names", which might not show up on that website, either.

I would amend the complaint in your lawsuit to name the board members individually and I would specify that upon information and belief, the HOA is not an entity so the board members are personally liable for its liabilities. That would be fun.

I can only imagine how awful HOA litigation must be in NYC. Pulling for you!

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