Thanks to everyone for your responses as a double check that this behavior is unethical and should prompt immediate action. A petition to call for a meeting to discuss the board member's actions and possible removal has been successful, however, the board member has refused to attend and instructed supporters to do the same and, surprisingly, some have agreed.

I'm not sure why telling people to NOT attend a public meeting isn't raising everyone's red flags.

We are having a conflict we have 8 nominees for the board
three of them have been disqualified for nocompliances in
giving in their resume to run.

Now the board is split 3-3 and one side is refusing to
agree to the meeting, even though we have a legal opinion
that the disaqualied people did not comply with the
requirements.

Does anyone know what New York State Law provides for
in this situation? any help real fast if possible.

Lynn -- According to NYState's Business Corporation Law (the "BCL") under which most coops were created and with which they must comply - an annual meeting of shareholders must be held every year. Also, check your bylaws, probably Article II. Your board can't refuse to schedule and hold an annual meeting. It's not a matter of board voting. You have to have the meeting. It's clear cut in the "BCL".

As for not getting resumes from people who want to run for the board: a) your coop governing documents, b) an existing board-enacted policy or 3) what was standard procedure in the past may dictate that submitting a resume is required.

You say you have a "legal opinion" that disqualified people didn't comply with requirements. It would therefore seem that some policy or statute for your coop requires resume submission in order to run for the board.

A question: Who disqualified those people and what do they have in writing to support their right to do this?
A suggestion: I'd also ask your "legal opinion" to show you where in writing requirements are outlined and how those people failed to comply with them.

We have nothing saying that resumes must be submitted prior to an annual meeting. We don't ask for them because we're fairly small (60 apts). Only in some years does anyone run for the board in addition to incumbents. If we have many new owners and a flurry of people who want to run in any given year, we mail a letter to all owners suggesting that anyone who wants to run send mgmt a resume by X date and all resumes received by X date will be sent with the formal meeting notice to help owners make informed decisions. In my coop's case, this doesn't prevent anyone from standing up at the annual meeting and saying he wants to run for the board even if he didn't send in a resume.

So... You must have an annual meeting. You should find out what your coop requires regarding resumes for candidates and where it says so, and your counsel should provide you with solid basis in fact for his "legal opinion."

Thanks for the reply.

Our co op has a procedure that requires resume from
candidates so all shareholders have an idea of their
policies,

this year all resumes had to be certified mail return
receipt postmarked by 4/10/07. however some real
smart people decide to circument the system and send
e mails which was not designated as a means of delivery
these candidates were in legal opinion disqualified.

Now the board (3 of them support these candidates) want
their names on the ballot. We the valid candidates feel
this is not reight as the rules and procedurese were
clearly outlined.

So some board members are now saying they will not agree
to the annual meeting package to be mailed out the annual
meeting package to shareholders.

Particularly in a small community, working to keep others off the ballot is usually the best way to guarantee a year of unproductive & unpleasant infighting.

Even though some candidates haven't complied with the rules, I suggest taking the high ground & being generous. Welcome them to the debate, focus on specific issues & style of governance, explain why your ideas & qualifications will best serve the community, & allow voters to choose.

I forgot to remind you that these candidates could always be nominated from the floor at the meeting. Since they have board support, you should expect they'll be granted time to speak & that there will be ample write-in slots on the ballots.

It will be a more civil meeting & better serve voters if all candidates present as equals.

Under procedures set up we do not allow nominations from
the floor. this has been the policy for over 15 years.

If everyone knew resumes had to be sent via certified mail, my opinion is that those sent via e-mail shouldn't be part of the annual meeting package. If a coop makes exceptions to clearly defined rules/procedures on one issue, it could affect how any issue is handled. An "exception" could become expected for anything. The infrequent exception made in some cases (e.g., not charging a move-in fee if a tenant moves into a furnished apt) could become the rule instead of the exception.

On the other hand, if your board doesn't mail all resumes with the meeting package, it could create a lot of discord between now and meeting time among owners, and make for a contentious meeting, with time wasted if things get heated.

I still say rules are rules, and this case doesn't warrant an exception. But I'd suggest two things in an attempt to be fair to all and stem the rising tide:

#1 Ask counsel if there's anything applicable to your coop that says people can't run for the board on meeting night if their resume wasn't mailed with the meeting package or sent in at all. Not sure if it's "law" but my coop allows this and I know many others do too.

#2 A formal annual meeting notice is supposed to just state swhere/when/why the meeting will be held. But if #1 applies to your coop, a line could be added (with NO mention about resumes) that all those who wish to run for the board will have, say, 2 minutes to address attendees at the meeting. (An impartial party at the meeting should make sure this is adhered to for ALL candidates, note when they have 15-30 seconds left, and cut them off when it expires.)

You say the petition was successful, implying the board president has called a special meeting. If so, just proceed...the fact that the offending member chooses not to defend himself should make your task easier. If you convince enough voters--& I agree the board member's behavior re: the meeting raises red flags, you've resolved the problem [& sent a message that other board members will remember for some time].