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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: Accessed on Oct. 27, 2017.

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