Page 5 - CooperatorNews NY February 2022

COOPERATORNEWS.COM COOPERATORNEWS — FEBRUARY 2022 5 QUESTIONS & ANSWERS Legal Q A& This Board’s Gone to the Dogs Q I was a member of our three- person condo association board for approximately one year. I re- signed aft er I realized the other two people were having secret meetings and making de- cisions without my input, and bringing their 2-to-1 vote to the full board meetings. Fast forward to this year. Th ey recruited another person to the board (without telling any other association members) who appar- ently also colluded with them to do things without member approval, including con- tracting and completing capital repairs ex- ceeding $10,000 without member approval, selling an association-owned unit without member approval, and allowing a dangerous dog to live on the premises against our rules, even aft er the dog attacked a resident two weeks aft er moving in. Th ey refuse to hold quarterly or annual meetings, refuse to share a budget, and re- fuse to respond to requests to hold a meet- ing. Th e two or three of us (out of 16 owners) who actually care don’t constitute a quorum to call a special meeting (we need four own- ers for that). Th e last time they held an elec- tion, nobody nominated anyone diff erent, so the board remained. Nobody wants to hold board actions, the bylaws and declaration offi cers of the condominium acted without the board accountable, yet nobody wants to in your condominium need to be followed a board meeting, even if you feel you were serve on the board. Are we just stuck? —Frustrated Owner A “You appear to ask four ques- tions,” says attorney Debo- rah Koplovitz of Manhat- tan-based Herrick Feinstein: “What is the Article III of the bylaws usually sets forth other appointments you say were made, proper process for board decisions in your the types and kinds of offi cers of the con- condominium? When can a board expand dominium, and the scope of their authority. with the authority to appoint members to its membership? Are there limitations on a Your bylaws may specify that all agreements, committees, so it may be that your president board’s authority to make certain decisions, deeds, leases, and checks are to be executed also had the authority to take these steps. such as transfer of units owned by the board upon the ‘direction of the board.’ Assuming However, expansion of the size of a condo- and authorizing repairs without unit owner this is the case, best practices dictate that minium board is determined by the bylaws, approval? And how can the board composi- tion be changed? “Th e governance of a condominium, both in terms of how a board acts and what condominium normally is granted all the without a unit owner vote, and in excess of the board can do, is determined by: (1) New ordinary powers and authority as if in a cor- York’s Condominium Act, found at Article poration per the bylaws, without knowing the bylaws, that could be problematic. 9-B of New York’s Real Property Law; (2) the the specifi cs as to what kind of ‘decisions’ specifi c bylaws and declaration for your par- ticular building; and (3) judicial doctrines, or may not be that the offi cers of your con- such as the business judgement rule. “With respect to the proper process for with the scope of their authority. So, if the carefully. Normally, Article II of most bylaws excluded, this also may not be an issue. describes the powers and duties of board members, the limitations on those pow- ers and duties, the exercise and delegation board fi lled the vacancy. Th ough you are of board powers, the number of members, concerned, this is likely a ‘non-issue’ since the term of members, and the process for most bylaws permit boards to fi ll vacancies removal of members and fi lling vacancies. without a unit owner vote. With respect to such actions be taken only aft er a properly and that size normally can be expanded only called board meeting and vote. “However, because the president of a So, if additional board members were added were made without board meetings, it may made in the building without a unit owner dominium were operating in accordance “When you resigned from the board, it appears that the remaining members of the some bylaws do provide a board president by unit owner vote at a duly called meeting. the number of board members permitted by “For the repairs which you say were Does your management company check the boxes? Ours does. From daily operations to crisis management, the support you receive from your property management company is invaluable. We encourage condo and co-op board members and multifamily rental building owners to use this checklist to evaluate the services, solutions and resources provided by your management company and assess how those offerings align with the unique goals and expectations you have for your property. Click or scan the QR code for access. COMPANY A COMPANY B X X LetsTalk.NY@fsresidential.com 212.634.5410 www.fsresidential.com/new-york continued on page 10