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After the shareholders vote to amend the by-laws, do the changed by-laws have to be filed with the state attorney general's office?
Are there any significant expenses involved with changing by-laws - e.g. attorney fees, filing fees?
We don't have an Article XII - unless I'm missing pages. But, in any case, another section in our By-laws states specifically that By-Laws can only be amended by a vote of SH's. This seems standard, according to what a couple of attorneys told me.
Anyway, thanks for the response. It's nice to know that the amendment process is not as difficult as I was led to believe and that we do not have to file anything with the state.
Our board announced we will be voting on an amendment but will not let us read it until the vote at the annual meeting.
I'm not an attorney, but recommend extreme caution here:
1--I've seen amendments to By-Laws nullified because they were not properly filed [w/Dept. of State...not the AG]. The procedure is not burdensome, & is required.
2--Boards are typically empowered to modify House Rules without owner vote. I believe By-Laws ALWAYS require an owner vote to amend...usually a super-majority.
3--All By-Laws I've seen require that the content of any proposed amendment be published to all shareholders in advance, typically 30 days before a vote.
Our building voted against an amendment three times to change by laws – management realizing they couldn’t get the power in the amendment – just sent out a letter assuming all the power – any thoughts?
Maya - collect all of the paperwork and documentation you can, especially if you have the notifications of the three amendment defeats and the letter where the board takes the arbitrary actions. Contact the A/G's office and ask them what you should do. I am not a lawyer, but this sounds like a violation of laws or regulations regarding co-op corporation governance.
It is possible that the powers the board is assuming are different enough from what would be granted by the amendment and they are within the law for doing what you describe. The A/G's office should be able to help you with this.
Our building voted against an amendment three times to change by laws – management realizing they couldn’t get the power in the amendment – just sent out a letter assuming all the power – any thoughts?
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We amended our By-Laws last year, and no one -- including our attorney -- ever said anything about filing the amended By-Laws with any state or local agency. The only fees involved were those paid to our attorney for review and advice on our original By-Laws, which hadn't been updated in 25 years.
Also, you mentioned that your amendments were by shareholder vote. That's fine, but most By-Laws allow amendment by a vote of the Board alone. (See Article XII, if your By-Laws are similar to those of many NYC co-ops.) This isn't true of the Proprietary Lease, which can only be amended by a supermajority vote of the shareholders.
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