Experts Reply to Board Talk on: Following Proper Board Protocol
Nov. 6, 2014 — FrankieD writes: Last year our co-op board met for the annual election and after that meeting, they were never heard from again. Nobody knows who the president is and there has been no communication at all. Is this a violation of co-op bylaws or just stupidity?
Dale Degenshein answers: You should try to contact the managing agent, if you have not already done so. If you get no assistance from the managing agent, you may want to contact other shareholders.
While it would be important to see the bylaws and other co-op documents to fully respond to your question, if there are enough shareholders who are interested in and concerned about the board’s lack of responsiveness, that group of shareholders can demand that a shareholder’s meeting be held. The right to demand a meeting can be found in the Business Corporation Law, which is applicable to co-ops.
Again, depending on the documents, that group may also be able to call a meeting for the specific purpose of removing the directors from office. I suggest that the group of interested shareholders contact counsel, even if just for an initial review of documents and consultation to better understand your rights given your particular documents.
Dale Degenshein is special counsel at Stroock & Stroock & Lavan.
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