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This just came up. A shareholder has created a trust that includes her shares. What are the rights of the trustee? Specifically, does the shareholder or the trustee vote at the annual meeting? Is the shareholder still entitled to run for the board? Can the trustee run for the board? Any insight would be greatly appreciated.
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There was a very good article in this month's issue of Habitat about Co-op shares being put into trusts. You can find it here: http://www.habitatmag.com/Publication-Content/2012/2012-October/Featured-Articles/Attorneys-Describe-Inter-Vivos-Case#.UIYVjVFP8W8
What I took away from the article is that if the board has not formally approved the transfer of the shares into the trust, the transfer doesn't exist for legal and tax purposes regardless of what the trust or shareholder say. All Co-op stock transfers *must* be authorized by a vote of the board.
From my own perspective as a board member, I would be very wary of allowing trusts, or *any* non-human entity (corporation, LLP, LLC, etc) to own the shares, for many of the reasons stated in the article.
The first thing I would do is ask your Co-op attorney to explain the pros and cons of a trust or other non-human entity from owning shares. If you decide that you will allow it (example, an older couple who want to put the shares into trust for estate planning purposes), make sure your attorney is involved to protect the rights and interests of the Co-op.
The questions you are asking are excellent, and your attorney should be able to help you with the answers.
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The rights of the trustee will depend on both your By-Laws and the trust agreement that the shareholder and the co-op executed when the shares and lease were transferred to the trust. Let's hope there WAS such an agreement!
I can't address the specifics of your case, but I can tell you how it works with the trust-owned apartment in our own building. We required the execution of a detailed agreement before consenting to transfer ownership to the trust. Among other things, we wanted to ensure that issues of occupancy and transfer were fully spelled out. There's a specific list of people who can occupy the apartment; we don't allow any random "representative of the trust" to live there.
As for voting, our trust agreement contains this clause: "Only the Trustee shall have the right to vote the Shares unless the Trustee provides someone else with a written proxy." That may or may not correspond to any clause in your own trust agreement.
As for who (if anyone) is eligible to run for the board, you'll need to check both your agreement and your By-Laws. In our case, the trustee cannot serve on the board because our By-Laws require that all directors be residents of the building.
Please review this with your lawyer, as I am not an attorney and the answers are not clear-cut.
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