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When I purchased my co-op I was never given a copy of the bylaws, the proprietary lease or the certificate of incorporation. A while back I started asking the managing agent for them and he basically refused to send them to me. I email him about it several times & even asked him in person at our shareholder’s meeting and 3 years later I still don’t have them. I also asked a board member about it when I saw him in the lobby one day. His response was “oh we’re rewriting the bylaws but I’ll look into it”. I finally asked the managing agent for the name & contact info for the co-op attorney so I could send him a letter but was told I’m not entitled to that information. I finally wrote the board and the president’s response was again I’m not entitled to that information. I tried contacting the NY AG’s office several times but they never returned my calls. Any suggestions as to what I should do short of a lawsuit which I can’t afford to bring?
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All I got at the closing were my stock certificates and the house rules. The attorney for the co-op wasn’t involved in the closing. The attorney didn’t show for our last annual meeting. We don’t get minutes of our annual meeting.
When I was having a a big leak in my apartment for over 3 years and was getting no where with the managing agent or the board , he is incredibly arrogant and rude, I called and asked to speak with the owner of the company and he was out of the gate nasty and rude to me. 1/3rd of the way in our conversation he suddenly asked me if I was taping our discussion so that tells you where their head is. Our management company is also the former sponsor and they are notorious for being nasty. They own a lot of real estate and after Googling them their reputation is really horrible.
Myself and one other shareholder are the only people who will publicly address issues in the co-op it’s the typical complain in the laundry room and stay silent at annual meeting. Half the shareholders, maybe more, don’t even show up at the annual meeting. The vote for the board members is mostly done via proxy and the board just uses that to revote themselves right back onto the board. So no one communicates here.
I’m at a loss here in trying to deal with anyone. Help!
I fully agree with Pooh. Culpability in your particular situation rests on your closing attorney's shoulders. They should have been vigilant regarding *your* interests, but it sounds like they were way out to lunch.
Copies of the BCL are not normally part of a co-op closing package. You can find them online.
As for the rest of your questions about rewriting the Bylaws, almost all changes to the Proprietary Lease and the Bylaws require a supermajority of shareholders. The House Rules are the only usual governing document that can be changed by a simple board vote.
Either you contact the attorney who handled your close if you can, or you may have to engage a new attorney to protect your rights.
What about asking shareholders for copies? Maybe they have them in a PDF format that they can send them to you? I’ve done that to a few shareholders.
I’ve spoken to a few of the other shareholders and they don’t have any of them either. Not the bylaws, the proprietary lease or the certificate of incorporation.
I’m a little confused you’re saying that my attorney was responsible for making sure I had the documents and at the same time you’re saying they aren’t normally party of the closing package? Am I misunderstanding?
If I can find them online where would I look for the them?
Well they haven’t written one aspect of the bylaws that they sent us a letter about and there was NO vote on it at all. No one knew about it until they sent us the letter.
I can’t go back to my attorney he has since passed away. I have asked for the information for the co-op attorney and was told by the managing agent and the board that I’m not allowed to have that information. Somehow I don’t see how that’s right but I can’t even get them to talk to me.
Hi Bob - I'm sorry I confused you. The one document you normally *don't* receive at closing is the BCL (Business Corporation Law) because NYS maintains it and the co-op board has nothing to do with it. Here's a link to it in Findlaw: https://codes.findlaw.com/ny/business-corporation-law/
The documents you *should* have received at closing that you will never find online because they are unique to each co-op:
* Proprietary Lease (PL). This defines your rights and responsibilities as a shareholder in your co-op corporation, and also your rights and responsibilities as a lessee of your co-op unit. The relationship between the two can sometimes seem a bit wonky, and it is, so if you don't fully comprehend how the two play together I suggest a little google research. Modification of the PL almost always requires a super-majority of 67% to 75% of all co-op shares (not shareholders and not just shares that vote). It's a very high bar to reach.
* Bylaws. These control how the board is to govern the co-op, such as officers, elections, meetings, required shareholder notices and reports (including an annual audited financial report), basic board governance stuff. It does not address the relationship between shareholders and the co-op corporation. That's the PL's job.
* House Rules. These are the rules describing day-to-day co-op operations and are often used to define and maintain the co-op's quality of life. Things like smoking, use of the building's common areas, sanitary conditions, entrance and exit blockages, fines, smoke detectors, etc. The authority to create, amend, and remove House Rules comes from the Proprietary Lease.
This is why having these documents is so important. They are essentially your Constitution and Bill of Rights. I understand about your closing attorney not being available (I'm sorry). If there are other shareholders in the same situation as you, you should join together to split the cost of hiring a good Real Estate attorney who specializes in co-op law. Don't go cheap either. Your coop apartment is probably your most valuable asset and you don't want to save a few hundred dollars today only to find yourself in deep doo-doo down the road.
Best of luck to you.
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Hi
Why didn’t you get this at closing? Can you reach out to your attorney that represented you when you bought your co-op? Someone from your side or the seller’s side should have sent over the documents. Were you not included in emails during the buying process that you would see in the signature or the back and forth emails who the attorney is for the co-op? Isn't the co-op attorney at the Annual meeting? Do you get minutes for the Annual meeting and it would list the attendees.
Also go to the management company’s office and ask to speak to the President/owner.
Do all shareholders know that the bylaws are being revised? That should be communicated.
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