News & Insights

Home » News & Insights » Who Sits on Your Co-op’s Board of Directors?

Who Sits on Your Co-op’s Board of Directors?

Real Estate Legality

Do co-op shareholders have a right to know who sits on the board of directors? Pursuant to the New York Business Corporation Law (BCL) § 624 and New York common law, the answer is yes. Shareholders have a right to the books and records of the corporation, which will disclose who sits on the board of directors, in addition to meeting minutes and the building’s financial reports and invoices.

“Under New York law, shareholders have both statutory and common-law rights to inspect a corporation’s books and records so long as the shareholders seek the inspection in good faith and for a valid purpose.” Retirement Plan for Gen. Empls. Of the City of N. Miami Beach v. McGraw-Hill Cos., Inc., 120 A.D.3d 1052, 1055 (1st Dep’t 2014). Upon written notice, shareholders, their agents or attorneys have the right to examine the books and records in person during business hours. This includes the right to examine the names and addresses of all shareholders. However, shareholders must keep in mind that this is not a blanket right and they must have a valid purpose “reasonably related to such person’s interest as a shareholder.”[1]

Shareholders also have a right to attend the co-op’s annual meeting, pursuant to BCL § 602 and the building’s by-laws. The annual meeting is a meeting for all shareholders for the “election of director and the transaction of other business on a date fixed by or under the by-laws.”[2] However, co-ops boards are permitted to hold private meetings. During the annual meeting, shareholders may request the board of directors to disclose the topics discussed during the meetings. Additionally, to discover who sits on the board, BCL § 607 provides that shareholders may request a list of current shareholders to be produced at any shareholding meeting.

Depending on the building, not all board members are required to be residents of the co-op. By-laws do not generally stipulate a residency requirement, however, if they do it would be clearly written in the building’s governing documents. BCL § 701, does not allude to a residency requirement, but it does give boards the flexibility to “prescribe other qualifications for directors.”[3] Therefore, by law, there is nothing stopping non-resident board members unless the co-op decides to implement a narrower provision in their governing documents.


[1] New York Business Corporation Law, Section 624(b); See also  Retirement Plan for Gen. Empls. Of the City of N. Miami Beach, 120 A.D.3d at 1056; Pomerance v. McGrath, 2015 N.Y. Misc. LEXIS 4415 (N.Y. Co. Sup. Ct. Dec. 1, 2015).

[2] New York Business Corporation Law, Section 602(b).

[3] New York Business Corporation Law, Section 701. Available at: http://codes.findlaw.com/ny/business-corporation-law/bsc-sect-701.html. Accessed on Oct. 27, 2017.

Recent Posts

Impact of Shorter COVID-19 Quarantine on Workplaces

On Monday, the CDC announced changes to its recommended isolation and quarantine time from 10 days to 5 days for asymptomatic people with COVID-19. They recommend that people leaving isolation after 5 days continue to wear a mask for the following 5 days. The CDC also...

Restaurants Sue Over Vaccine Mandate

Restaurant operators sued Mayor Bill de Blasio and New York City over Key to NYC, the new indoor vaccine mandate program, on August 17-the same day the mandate went into effect. A group of restaurants in Staten Island, through the Independent Restaurant Owners...

Financial Regulators’ New Target: Social Media Influencers and SPACs

The Financial Industry Regulatory Authority (“FINRA”) will conduct three new regulatory sweeps in an effort to combat various activities causing extreme fluctuations in the financial markets. FINRA has chosen to target special purpose acquisition companies (“SPACs”),...

Does WARN Apply to Virus Closures?

Enterprise, in Benson et al. v. Enterprise Leasing Co. of Florida LLC et al., has tried to argue that the Worker Adjustment and Retraining Notification Act (“WARN”), through its natural disaster exception, does not apply to closures caused by COVID-19. Two Florida...