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The co-op's By-Laws are clear about when the annual meeting must occur in the year. For many years the Annual Meeting did not adhere to the rules in the By-Laws. Currently a shareholder asked that the meeting be held in compliance with the By-Laws.
Management obtained input from an attorney (but has not presented an opinion letter) and says:
"... if the corp. was in fact holding meetings outside of the terms dictated, after 'x' years it becomes usual and customary to continue to hold the meetings on or about those times since that is what can be reasonably expected."
Does the past non-compliance supersede the By-Laws?
Thank you
I agree with Marty that sections of the Bylaws are not negated simply because they've been ignored for X number of years. That being said, there may be cases where it is permitted that we don't know about, so best to check with an independent attorney.
I found this article written by an attorney which may help.
https://www.brickunderground.com/co-ops/my-board-doesnt-follow-the-rules
This article has as complete a description of the ins and outs of co-op annual meetings as I've seen online. I hope it helps.
https://cooperator.com/article/same-time-next-year/full
Both Marty and Steve try to be as helpful as they can. I believe both of them are acting board members. The problem is when you have a bad board they do not adhere best practices. The fragil egos prefer to do as they please. So yea if the people are normal reasonable people you can reason with them. If they are not reasonable then you can't. Plain and simple there are no laws to protect you unless you want to spend 50 thousand in litigation to make them play fair. After that they will be certain to make your life miserable. That is why any attorney you speak with will tell you to just sell. It is a loose loose situation. I hope the whole corrupt co-op market collapses. I also hope my old co-op building collapses with all 5 board members and the 2 MAs in it. I am not joking when I say that either, I would do the happy dance on their graves!
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"Does the past non-compliance supersede the By-Laws?
Not in my opinion. The By Laws state that the AM must be held.
Since management does not actually have an opinion letter (because I believe it would be unethical for any attorney to put this in writing), then management legally has no opinion that can be upheld.
Past inappropriate behavior does not negate the validity of the By Laws.
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