Who is the Dorie Miller Counsel Really Representing!

Legal Counsel’s Role in Violations & Lack of Accountability at Dorie Miller Housing Holding Hankin & Mazel Accountable for Protecting the Board Instead of Shareholders and the Corporation, for example Foreclosure proceedings.

I. Introduction: Legal Counsel’s Failure to Uphold Shareholder Rights Hankin & Mazel, as the legal counsel for the Board of Directors at Dorie Miller Housing, has a legal duty to ensure compliance with the cooperatives by-laws and uphold transparency and fair governance.

However, under their oversight: By-law violations have continued for years without enforcement. The Board has operated in secrecy, appointing members without elections or shareholder notifications. Legal counsel has actively enabled the suppression of shareholder rights, protecting the Board instead of the cooperative.

This document serves to expose the extent of legal counsel’s failures.

II. Bylaw Violations & Failure to Enforce Compliance Issue: Article IV, Section 2 of the by-laws mandates that the Annual Shareholders Meeting be held on the last Monday in March. Since at least 2018, as a long as a live here, this requirement has been repeatedly violated. The 2025 Annual Meeting is scheduled for April 7, 2025, again in direct violation of the by-laws.

For two years (2022 & 2024), no elections were held, denying shareholders their voting rights. One-third of Board members are serving without election, appointed in secrecy.

Questions:

Why has legal counsel failed to enforce the by-laws requiring annual meetings in March?

Did legal counsel approve the decision to schedule the 2025 meeting in April, despite knowing it violates the by-laws?

Does legal counsel acknowledge that failing to hold elections for two years violates shareholder voting rights?

What legal consequences does the Board face for continued by-law violations?

III. False Annual Meeting Announcements & Misleading Shareholders Issue:

In 2023, the Board advertised an "Annual Meeting" over the July 4th weekend—a time when many shareholders were unavailable. At that meeting, legal counsel stated this was not an actual Annual Meeting but rather an informational meeting. Legal counsel then announced that an official Annual Meeting would be held in the fall—yet it never happened.

Questions:

Why did legal counsel allow the false advertising of an Annual Meeting in 2023?

Why was no correction or follow-up issued after the fall meeting never took place?

Does misleading shareholders about an official meeting constitute a breach of legal or ethical responsibility?

What legal consequences does the Board face for misleading shareholders?

IV. Secrecy & Undisclosed Appointments of Board Members Issue:

One-third of the Board consists of members who were not elected by shareholders. There were no announcements, no introductions, and no disclosure of their qualifications. Shareholders do not know who these Board members are or what expertise they bring.

Questions:

Is the Board legally required to disclose appointments to shareholders?

Did legal counsel approve the silent appointment of Board members?

Does appointing Board members without shareholder knowledge violate governance laws?

What legal consequences does the Board face for failing to disclose these appointments?

V. Legal Counsel’s Role in the 2024 Annual Meeting Postponement Issue:

The 2024 Annual Meeting was postponed in the fall following the passing of the President (RIP). However, the meeting was already in violation of the by-laws by not being held in March. The President’s passing was used as an excuse for an already delayed meeting.

Questions:

Did legal counsel inform the Board that the meeting still needed to be held in March?

Was delaying the meeting another by-law violation?

Did legal counsel approve using the President’s passing as justification for an already delayed meeting?

What legal consequences does the Board face for failing to hold the meeting on time?

VI. Legal Counsel’s Failure to Address Shareholder Suppression

1. Restricting Access to Information Issue:

Shareholders no longer receive hard copies of annual meeting minutes and must make an appointment at Metro Management’s office to view them.

In a previous year, shareholders had to submit questions through Unit Chairs instead of directly to the Board. Many questions went unanswered and some shareholders were not aware if this process.

The Board failed to inform shareholders about government assistance programs, such as the Emergency Broadband Benefit (EBB), during financial hardship.

Questions:

Did legal counsel advise the Board to restrict shareholder access to meeting minutes?

Is requiring an appointment to view documents a violation of corporate transparency laws?

Did legal counsel approve the Unit Chair question-submission process, which excluded direct shareholder engagement?

Was legal counsel aware that shareholders were not informed about financial assistance programs like the EBB? Is withholding such information a breach of fiduciary duty?

2. Interfering with Shareholder Meetings Issue:

Shareholders requested to reserve Roy Curtis Hall for a meeting and were denied for over two years. After a shareholder meeting announced at the Online Open Board meeting in 2024, it was advertised on bulletin boards and elevators, a Dorie Miller tradition, Metro Management issued a One Call and the Board distributed flyers, discouraging participation.

Questions:

Did legal counsel approve the suppression of shareholder meetings?

Is preventing shareholders from meeting a violation of cooperative governance laws?

If Board members can meet privately, why are shareholders blocked from doing the same? What legal consequences does the Board face for suppressing shareholder organizing?

Failure to Provide 2019 Annual Meeting Minutes as Promised by Legal Counsel Issue:

In a formal letter from legal counsel, Hankin & Mazel, I was explicitly promised that the 2019 Annual Meeting minutes would be provided to me when they become available. Despite this written commitment, I never received the documents, nor was any follow-up communication made to fulfill this promise.

Questions:

Why did legal counsel fail to provide the 2019 Annual Meeting minutes as promised?

Was this an intentional act to withhold critical governance records from shareholders?

If the minutes were unavailable, why was there no follow-up or explanation provided?

What legal obligations does the Board’s counsel have to honor written commitments to shareholders?

What are the legal consequences for failing to provide official corporate records upon request?

VII. Final Accountability Questions

If legal counsel’s job is to protect the cooperative, how does allowing repeated by-law violations serve shareholders’ interests?

Did legal counsel prioritize protecting the Board over ensuring transparency and compliance?

What legal steps can shareholders take to remove or replace legal counsel if they continue to protect the Board instead of the cooperative?

VIII. Legal Consequences & Shareholder Options

1. Legal Consequences for Counsel and the Board Breach of fiduciary duty: Failing to enforce by-laws and protecting the Board over shareholders.

Violation of corporate governance laws: Undisclosed Board appointments, election suppression, and withholding shareholder rights.

Potential litigation: Shareholders may pursue legal action against the Board and Metro Management for governance violations.

2. Shareholder Options File formal complaints with housing authorities and state cooperative regulatory bodies.

Petition for a special shareholders meeting to address legal counsel’s failure. Initiate legal action to compel compliance with by-laws.

IX. Conclusion:

The Board’s Legal Counsel Has Failed Shareholders:
​Legal counsel’s failure to enforce by-laws, their complicity in secrecy, and their protection of the Board at the expense of shareholders are clear violations of ethical and legal responsibilities.

Shareholders must demand accountability and consider formal action to correct these failures.

General Disclaimer:
"This letter and my inquiries are made in good faith as a shareholder of Dorie Miller Housing, exercising my legal right to transparency, accountability, and fair governance as outlined in the cooperatives by-laws and applicable laws. My intent is solely to seek clarity, uphold shareholder rights, and ensure that all decisions affecting our cooperative are made in an open and lawful manner. While every effort has been made to present accurate information, if any unintentional errors or misinterpretations exist, they should not be misconstrued as deliberate misinformation. Any attempt to intimidate, retaliate, or mischaracterize my actions as anything other than a good-faith effort to protect shareholder interests will be viewed as an obstruction of transparency and shareholder rights."