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Q&A: Where’s Our Meeting?

Q. Last year for our annual co-op meeting, we walked into the meeting area to vote, and were instructed by the board to leave the space immediately afterward due to COVID. This year, the board is doing the same thing, using the same excuse—but the COVID rates aren’t that high. Also, there are many issues that shareholders want answers about. Is this allowed? The bylaws are very old and simply state that an annual meeting must be held in September. Is this “vote and leave” policy acceptable?

                     —Missing the Kibitzing

A. “The questioner properly surmises that the answer to his question is set forth in the corporate bylaws,” says Mark Axinn, chair of the Cooperative and Condominium Practice Group for Manhattan law firm Phillips Nizer. “Most bylaws state that a meeting of shareholders must occur annually to elect members of the board of directors, but do not require that any other business be conducted. Although the election is often the sole legal purpose of shareholder meetings, traditionally they also provided an opportunity for boards, building professionals, and managing agents to report to the shareholders and to take questions.

“Currently, some co-op corporations are limiting their annual meetings to just collecting ballots—the ‘vote and leave’ policy described in the question. Other buildings have skipped shareholder meetings altogether, citing the pandemic, or are holding the meetings electronically instead of in-person.

“In this instance, the shareholders first should write to the board care of the managing agent with the issues they want to raise. If that does not result in a satisfactory response, then they should consider formally petitioning the board for a special shareholders’ meeting to discuss those matters and to request an update on how they will be resolved. The petition for a special meeting must conform to the bylaws including a minimum number of shareholders to sign, usually representing at least 25% of the total number of shares, and it must state the specific purpose for the special meeting. Most bylaws state that the board must call the meeting for the purposes set forth in the petition within a certain number of days.”

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