Geoffrey R. Mazel, Partner, Hankin & Mazel

Who can be on a board of directors? This is a very important issue, and it’s covered by the Business Corporation Law (BCL), Section 701. The BCL is the statutory authority for co-ops in New York City. It's one of the authorities that your co-op board will look to when acting on certain issues regarding events at your co-op. So with respect to who can be on a board, we look to Section 701.

And it’s very helpful. It says, basically, that anybody 18 years or older can be on a board of directors. So your children, your grandchildren, your brothers, and your sisters – as long as they're over 18 – can be on the board of a co-op.

However, there is a caveat. Service is subject to the terms of your bylaws or the  certificate of incorporation of your co-op. Your bylaws may or may not be helpful. This is where co-ops have trouble. Very often, the bylaws may only say a resident – a person over 21, or something like that – and they do not give the specificity that co-op boards need.

I've had boards that will ban certain people from the board – because they are in arrears, or they don’t live in the co-op, or maybe the board decides that spouses and partners cannot serve at the same time. That holds up only if it’s in your bylaws or certificate of incorporation. I strongly suggest you look to these documents for these limitations. If the limitations aren’t there, you have to go back to the shareholders and amend the certificate of incorporation or bylaws to include whatever restrictions you may want.

Another caveat is that to amend your bylaws or certificate of incorporation is a gigantic task. Very often it requires a super-majority, which can be as high as 75 percent of the outstanding shares of the entire corporation, voting in the affirmative. That’s not an easy hurdle to clear.