In Albany, a recently introduced bill could reshape key aspects of co-op governance. Assembly Bill A10283, dubbed the ‘Increase Transparency in Cooperative Housing Corporations’ bill, proposes broad changes aimed at expanding shareholder oversight and access to information. 

Beyond Transparency

While the bill has been framed and sold as a transparency measure, that characterization actually understates its impact, according to Attorney Marc Schneider, managing partner at Schneider Buchel LLP, a Manhattan-based law firm focusing on co-ops, condominiums, and HOAs. “In reality,” he says, “the proposed legislation would materially expand what shareholders may obtain from their co-op and change how boards are required to operate.”

As drafted, A10283 would require boards to make substantially more information available to shareholders than is currently mandated under existing New York law—pushing back against the often insular, “closed-door” nature of co-op governance and shifting boards toward a much more transparent model.

Under standard Business Corporation Law, co-op boards have wide latitude to keep day-to-day operations, financials, and building issues private. A10283 changes this by legally mandating that the following information be made directly available to shareholders:

Access to Live Board Meetings and Fast-Tracked Minutes: Previously, shareholders didn’t have a legal right to attend board meetings, and often had to jump through significant legal hoops just to obtain minutes of past meetings. A10283 changes that by permitting shareholders to attend board meetings (except when the board strictly votes to enter an Executive Session). Furthermore, complete minutes from all board and member meetings must be made available to shareholders within 24 hours of the board approving them. 

A  “Plain-Language” Annual Budget (and the Right to Vote on It): Rather than shareholders simply getting a retroactive annual financial statement months after the fact, boards must submit a highly detailed,  “plain language” annual budget to shareholders for an approval vote at least one month before the fiscal year ends. 

Immediate Access to Building Violations and Inspection Reports: Historically, as long as co-op boards were actively addressing things like building code infractions, elevator failures, or structural issues, they could do so quietly, without notifying residents. Under A10283, any inspection report or official notice of violation from a federal, state, county, or municipal agency must be distributed to all members and residents within two weeks of receipt. Additionally, if the board files a written appeal, response, or reply to that government agency regarding the violation, that document must also be shared with residents within two weeks of submission.

Clear Expense Records: The bill states that any financial report handed to members must be presented in clear, plain language and include an explicit, unvarnished record of expenditures. (The bill also requires the co-op treasurer to archive itemized receipts for every expenditure for at least seven years).

Real-World Ramifications

While few would argue that transparency and accountability are qualities any good board should embrace, Schneider and other legal pros note that Bill A10283 represents major changes to how boards do business, exposing them to potential liability and additional legal burdens. 

“Board members’ actions are protected by the Business Judgment Rule,” says Schneider. “When shareholders are permitted to observe board deliberations in real time, boards may become significantly more vulnerable to challenges regarding their decision-making process.”

“Depending on the legal guidance given to each board, documents have traditionally been held fairly close to the vest,” adds Mark Levine, principal of New York City property management firm, EBMG. “Documents typically made available for shareholders to review include annual minutes, financial statements, and a copy of the approved budget. Opening this up and making all documents available, including minutes once they are approved, allows shareholders to see a lot more information, and sets the stage to put more risk on the board or the corporation’s shoulders.”

Many legal pros also argue that many of the goals behind expanded disclosure requirements are already addressed through existing communication practices. Boards and managing agents increasingly rely on member portals, annual operating cost studies, and regular financial forecasting to keep shareholders informed about building performance and anticipated expenses.

Additionally, the portion of the bill requiring shareholders to be provided with a detailed annual budget subject to approval by majority vote strikes many industry pros as something that could cause serious headaches for both boards and managers. 

“Think about how hard it is to get a majority of the shareholders to agree on anything,” says Schneider. “Think about what happens when a board seeks shareholders’ opinions on the color of the carpet in the hallways—not to mention the criticism and opinions that would be presented.” Requiring shareholder approval to pass the annual budget could lead to long delays, infighting, and deferred maintenance. “If the majority of the shareholders don’t want a maintenance increase when one is needed to properly operate the co-op,” Schneider notes, “they could prevent it from happening. [Raising fees and assessments] is presently a power reserved by the board, and for good reason!”

Rebecca Poole, Director of Membership and Communication for the Council of New York Cooperatives & Condominiums (CNYC), concurs, noting that “Even if shareholders receive the budget, they may not have all of the underlying information needed to evaluate it properly.” 

As a result, instead of voting based on what's in the best interests of the cooperative as a whole, Poole predicts that “People will naturally tend to vote based on their own individual interests. Given how often maintenance has increased recently—including in my own cooperative—it's easy to see how shareholders might react negatively to spending proposals without fully understanding the reasons behind them.” In practice, necessary increases may be rejected because individual shareholders may feel they cannot afford it.

Schneider adds that allowing shareholders to attend all board meetings could also significantly increase meeting length and complexity. He says that while the impact may be limited in smaller buildings, larger co-ops would likely face challenges.

“Board members are volunteers, and board meetings can already last for hours, depending on the size and complexity of the co-op and the issues being addressed,” Schneider states. “Requiring boards to permit shareholder attendance at all meetings will almost certainly result in substantially longer meetings, more contentious deliberations, and ultimately less getting accomplished.”

According to Leah Bloomberg, partner at New York law firm Vallely Mitola Ryan PLLC, the question of how the Bill’s regulations will be enforced also remains unanswered. “Without a designated regulatory body, compliance still depends on shareholders filing lawsuits, which means the bill may generate new causes of action more than it changes actual board behavior,” she notes. 

​“Requiring majority shareholder approval of the annual budget strips boards of a core governance function,” she says, noting that the 30-day requirement for meeting minutes could be an administrative burden and raise confidentiality concerns over active litigation, personnel issues, and sensitive negotiations.

On the Record

​So what should boards do to comply with the law and minimize its potential hassles? Levine recommends that meeting minutes be as bare-bones as possible, regardless of the laws related to their disclosure to shareholders. “At the end of the day, they are legal documents that can be used in discovery, so the way they are written is very important,” he notes. “Attendance and approved motions only are good habits to include in the minutes. What would not be helpful to the corporation would be to include personal opinions, information, or statements on specific units or people, or other information that could prove to be unhelpful when the documents are read.”

“The information should be up to date and accurate,” Levine adds, “but preserve the privacy and protection of those in the building. As of today, a lot of buildings will provide a newsletter summary of the issues that the corporation is facing, but by releasing minutes and other items of information, this is providing more context than before.”

​The pros note that regardless of who is reading a community’s documents and decisions, it’s always best practice (past, present, and future) to remember that as fiduciaries, boards must act in accordance with their own governing documents and the law. Staying educated on A10283 and other governance bills helps put the broader push into context. “What we’re trying to extend is the existing system of ongoing financial communication so boards can more readily share information with shareholders throughout the year,” says Poole, “It’s really the difference between best practices and legislation.”

​Read more about Assembly Bill A10283 at nysenate.gov/legislation/bills/2025/A2619/amendment/A. 

Kate Mattiace is associate editor of CooperatorNews.