Q. At our building, there has been no quorum at our annual meetings for the last two years. The voting was done and the ballots were counted by an outside company, but the results have not been posted. We requested the outcome but have been ignored. So does this constitute a de facto board? Also, the vice president of the board no longer lives in the co-op, but he is still listed as vice president. Is this legally permitted?
A. “First of all,” says Steve Troup, chair of the Cooperative and Condominium practice at Tarter Krinsky & Drogin in New York, “to effectively analyze the reader’s questions, one must look to the governing documents for the particular building (for co-ops, the proprietary lease and bylaws; for condos, the bylaws and declaration of condominium), which I don’t have. So my answers here are generalized.
“Pursuant to New York law, if a shareholder/unit owner meeting does not reach a quorum (typically 50 percent + 1), no official business may be conducted -- which means that no voting may take place. So the vote taken without a quorum the reader mentions is void.
“Most bylaws provide that the board members remain in office until their successors are voted in. Many buildings, especially condos where leasing is permitted usually without board consent, go years without having a quorum. If a board member resigns for any reason, most bylaws provide that the board may, but does not have to, appoint a replacement member to fulfill the unexpired term (until an official vote may be taken).
“Regarding the vice president who has moved away, again we need to look at the building’s bylaws: some require residence, others do not.”