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All of the amendments to our Bylaws are missing. Our MangAgent just says that they cant find them. They are responsible for keeping up-to-date records. Where can we find the amendments to our Coop Bylaws?
Thanks
The buildings attorney must have those amendments.
Remember, when a new shareholder purchases an apartment, he must sign the proprietary lease that includes the bylaws and all amendments on closing day.
I believe you may be talking about amendments to the plan of conversion, which are filed by the Sponsor. If you have a current sponsor, you may ask for copies of the amendments through your management company OR you may ask if there are shareholders who have kept the amendments.
Finally, changes or amendments to ByLaws and Proprietary Lease are given out by the co-op counsel so that they may be added to the documents. As a result of these changes, amendments (especially to the Proprietary Lease) are incorporated going forward to any new Proprietary Leases signed during a sale. A good Board shoud keep records of changes to ByLaws and Proprietary Lease for future reference. In other words, what are SECRETARIES FOR??? This is basically their function - custody of corporate records.
Thank you, but a new ByLaw must be legally filed somewhere. There must be a State (DOB, Albany) where the Amendments were filed. We have about six missing amendments to the ByLaws. Some by Sponsors and at least two were passed by the Shareholders. Our previous ManagAgent had copies in the Bylaws, but our new MangAgent says they are missing and none of the Sareholders have copies..
AliceT
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I have to qualify my answer by stating I am a new board member and am still developing my understanding of all things coop board related. Based on what I understand so far, I would review the bylaws to identify the ways in which the bylaws can be amended. In our case, there are 2 ways: both the shareholders and the board are permitted to amend the bylaws. Therefore, an amendment to the bylaws can have taken place only in a shareholder or board meeting. In that case, the minutes should have recorded the motion to amend the bylaws with the exact wording of the proposed amendment and an indication of whether the proposed amendment succeeded or failed. The secretary should have a book or file containing all the minutes. If the minutes have not been kept properly (as in our case), I don't know what to suggest other than checking with previous board members and the shareholder population at large to see if anyone has copies of amendments in their personal files. Another thing to consider: are you sure the byaws have ever been amended? In our case, there has apparently been only one amendment in 30 years! Hope some of this helps and that others will expand upon or correct anything I don't have quite right. Thanks.
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