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We're holding a special meeting to amend by laws. How do we record the amendments that get required majority votes and when do they take effect? Is public notice needed? Attorney General Office Filing?
Thanks for the great information. Can a vote on one particular amendment be carried out by a mail-in vote sent to all shareholders in lieu of calling a special meeting? We have many shareholders who seem to prefer not having to attend meetings and would like to participate in voting by mail. Our prop lease/by-laws don't address handling issues usually voted on at special meetings by mail.
I would ask your counsel as to the proper way to do it. You may have a ballot and proxy; after all, this is the way large corporations vote on corporate proposals. You submit a proxy containing pro, con and abstain boxes for directors and officers as well as proposals.
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Your counsel will do the filings if necessary. However, the way to handle amendments to the PL and By-laws is as follows:
1. If the proposed amendment passes, the counsel will do a formal amendment document that will be added to the PL.
2. A general mailing of the amendment is done to all the existing shareholders of the corporation stating the amendment has been approved by the shareholders and it will also announce the effective date.
3. The conversion plan and all the amendments must be surrendered by a shareholder who is selling the unit to a prospective buyers. If not, it's up to the propective buyer and/or buyer's attorney to find out what amendments exist to the PL and By-laws that will modify the speciment included in the conversion plan. This is the due diligence that should be exercised by the prospective buyer and its attorney. It's done by contacting the co-op counsel and/or the management office to ensure that the seller provided all the documentation.
4. Every PL issued after the amendment will include a copy of the amendment at closing. In other words, shareholders at the time of the amendment and future shareholders will have the amendment as part of their PL.
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