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Our co-op was formed in 1960 under the NY Cooperative Corporations Law. We know that The Business Corporations Law trumps any by laws which don't permit proxy voting.
But is the same thing true for co-ops formed under the NYCCL? Our by laws don't permit proxy voting.
We are very uncomfortable with the whole proxy process, feeling that it increases the possibility of voter fraud. Thus, you should be present to cast your vote (which is what our by laws state).
If the co-op does not have to allow proxy voting for NYCCL co-ops, does anyone know where I can find the legal basis which supports this?
Thank you in advance for any help.
Gloria - Thank you for your reply.
Our by laws do NOT permit proxies. We have never had a problem getting a quorum.
According to BCL 609
"ยง 609. Proxies.
(a) very shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy".
I would write a letter to the BOD and Property Manager requesting that they are in conflict with the BCL by not allowing shareholders the right to vote. The co-op attorney will look into the certificate of incorporation to confirm the restriction of proxy voting.
Good Luck
Also 602 of the BLC
Meetings of shareholders may be held at such place, within or without this state, as may be fixed by or under the by-laws, or if not so fixed, at the office of the corporation in this state.
A meeting of shareholders shall be held annually for the election of directors and the transaction of other business on a date fixed by or under the by-law
- See more at: http://codes.findlaw.com/ny/business-corporation-law/bsc-sect-602.html#sthash.twGj1tpV.dpuf
Queens - Our attorney confirmed that our co-op was formed under the NY Cooperative Corporations Law, so BCL 609 is not applicable.
There is no authorization for proxy voting in the coop's by-laws, so proxy voting is not permitted.
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Hi every one there, I have been a Board President for a few years, and my opinion is that as long as it's allowed by your Bylaws it's OK, there are building like mine that without this stipulation there will never be a meeting's quorum.
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