Q. I live in a gated community and the manager seems to be controlling the board rather than vice versa. She has filled vacant board seats without an election—some new residents don’t even know that we’re supposed to hold elections. The board allows the manager to continue with board meetings via Zoom so she can control the complaints made by the homeowners. In order to log in to the meetings, the manager’s office must email you a code. If she doesn’t want you to log in, she simply doesn’t send you the code. Is this legal? And if not, how can we get rid of this manager and restore the board’s power to run our association?
—Looking for Transparency
A. Leni Morrison Cummins, chair of the Condominiums & Cooperatives department for Manhattan law firm Cozen O’Connor, also answers this one. “It does sound like this property manager may be overstepping with regard to some of the conduct described,” she says. “Homeowner meetings must be accessible to all homeowners. If the property manager is intentionally withholding login information, that’s a problem. You should write to the board directly to put them on notice of what is happening. The board may not be aware. The property manager serves at the pleasure of the board, so hiring and firing decisions must be made by the board.
“As to filling vacant board seats without an election—that is quite common. Most association bylaws direct boards to fill vacancies for the remainder of the term of the vacating board member. However, that does not excuse the board from its obligation to hold elections (typically on an annual basis). Association meetings can be held by Zoom unless in-person is explicitly specified in the governing documents. In November 2021, Governor Hochul signed legislation amending the NY Business Corporation Law to allow corporations to hold annual meetings virtually. The following June, she extended the legislation to condominiums as well.”