Of all the goings-on in the thousands of co-op and condo buildings in New York City, perhaps none inspires more questions and confusion than board and shareholders' meetings. How often must meetings be held? What gets decided at meetings? Who's invited to participate? What kinds of records must be kept of meetings?

As it turns out, despite the fact that every building in the city is a little different, there are in fact some standard procedures and legal requirements that govern when and how building boards and residents should meet to touch base and make decisions about their home. Like any corporation, co-ops and condos need to hold periodic meetings to make business decisions, approve budgets, elect officers, and create communities. At these meetings they may assess the current state, past occurrences, and any possible future goals for their building. Typically, these meetings are one of two kinds: the annual shareholders' meeting and the more frequent co-op board meetings. Let's first take a look at the annual shareholders' meeting

The annual meeting, as the name suggests, must be called every year according to co-op bylaws. This meeting is never open to the public: Attendance is typically limited to shareholders, their spouses, and holders of proxy.

According to Stanley Dreyer, partner at the law firm of Gallet Dreyer & Berkey, LLP in Manhattan, before the annual meeting is held, a notice of meeting must be mailed (using first-class postage), no less than ten days and no more than 40 to 50 days before the scheduled day. This mailing should be backed up by affidavit of service by mail. Dreyer advises that you be sure to get a bulk-mailing receipt from the post office as proof that the notice was sent.

You should have a printout of all the shareholders to whom the notice of meeting was mailed. It's helpful to attach this printout to the affidavit confirming that the shareholders were sent the notice of meeting. It's also important to keep these documents, as they're the first order of business at the annual meeting, says Dreyer. This notice and proof of service are presented to attendees at the opening of the meeting.

In order to hold the meeting at all, the number of shareholders present - or the "proof of quorum," as it's called - must be in accordance with the co-op or condo bylaws. The quorum might require, for example, a majority of the shareholders to be present or represented, or a majority of issued and outstanding shares (using a share count), or possibly a simple head-count of the shareholders in attendance. Typically, most bylaws provide for a representation by a majority of issued and outstanding shares in person or by proxy. This can differ from building to building of course, so be sure you're familiar with your own building's governing documents, says Dreyer.

Most co-op bylaws also provide for shareholder representation by proxy. This means, in the simplest sense, that a shareholder may designate someone to attend the meeting in his or her place. The proxy will represent the shareholder, acting and making decisions as the shareholder would. Again, it's wise to check your bylaws to see if there are any specific requirements for someone acting as a proxy - in many buildings, the managing agent may be named as a proxy for absent shareholders.

Before the meeting begins, "there is either a reading of or waiving of the reading of the minutes of the prior annual meeting," says Dreyer. "There should be a secretary at each meeting taking the minutes, which are transcribed and made a part of the corporate records." Some shareholders hire a professional minute-taking service, but this is not always necessary, as long as someone takes down the basic points.

Despite variations from co-op to co-op, says Dreyer, generally shareholders will receive a financial report from your building's accountant or financial adviser (or both); a recap of the past year's events and topics of interest from the president; a legal report from counsel if there are any current legal matters; and a management report from your managing agent. Although meetings are generally held at the same time of year, you may want to wait until the annual financial statement is prepared and ready to be presented to the shareholders. If there is any other pressing information that must be shared (such as pending legal action), make sure this information is also ready to be shared at the meeting.

At the annual shareholder meeting, says Dreyer, shareholders may also vote on candidates to fill current board vacancies. Depending on your co-op's particular bylaws, shareholders may be picking candidates the night of the meeting, or voting on pre-selected choices.

"Some co-ops select people right from the floor," says Dreyer. Once there is a motion to close the nominations and there are no more selections made, the secretary is directed to cast a vote if there is no contest for a particular position. If there is a contest, shareholders will vote using a written ballot. The managing agent will take the ballots and have them counted in the presence of inspectors of election independent from the co-op. He or she may then publish the results.

Other co-ops make their nomination of board members to fill vacancies a few weeks before the annual meeting. The nominees attend the meeting, and an election is held without having to go through the selection process.

Shareholders' votes could be counted by using several different methods: by shares owned, by a count of those in attendance, or by cumulative voting. Says Dreyer, cumulative voting takes shares into account. "If you have five positions and seven nominations in a contested election, take the number of shares and multiply by the number of spots available. One hundred shares times five vacancies gives you 500 votes." The shareholder can cast all 500 votes for one candidate, or divide the number of votes among the candidates. But, says Dreyer, "The ballot is void if you vote for more than five."

Your annual meeting is not the place to discuss personal complaints against management, says Dreyer. A shareholder may bring up a topic for discussion whether or not it is part of the agenda, but to keep the meeting on-track and focused, it's a good idea to limit such topics to those that relate to corporate business, shareholders' rights, and the like. Complaints such as, "My toilet doesn't work," or "I don't like the managing agent," are not proper topics for the annual meeting, says Dreyer. The board president, perhaps with help from counsel, must rule if an item is proper to discuss during the meeting.

Once all orders of business have been taken care of, there is a motion to close and the meeting ends, says Dreyer, reiterating that shareholder meeting procedure is likely different for each building. When in doubt, "Check the bylaws," says Dreyer. "You can't just wing it."

Board meetings are held more regularly than the annual shareholders' meeting - perhaps once a month, or however frequently the board deems necessary. Board meetings are also generally closed to all but the board, their legal counsel, accountants, and the managing agent or agents. "That's the norm, not the exception," says Alan Fried, partner at Ganfer & Shore, LLC, in Manhattan. "An open session would be the exception."

And that rubs a lot of shareholders the wrong way. Why not open board meetings to shareholders? Aren't they invested in the running of the corporation too? Yes, says Fried, but "Board meetings would be unruly [if the entire building were included]. Depending on size of the co-op, you could have dozens of shareholders there." In turn, the board would accomplish little work, as people would want to discuss off-topic subjects. "If you're going to consider a budget, there's a big difference between five or seven people and 100 people talking about it," notes Fried. Instead, if you would like to give shareholders the opportunity to attend, the board might call an open session where shareholders can listen but can't participate.

Keeping the board meeting simple provides for a freer exchange of ideas and thoughts, says Fried. "It allows boards to discuss things you want to think about, such as a maintenance increase, or topics not yet appropriate for the entire shareholder body to hear about," he adds.

For instance, if you're reviewing the application of a buyer, the board is privy to financial information that you should not disclose to the other shareholders. Another matter is discussing the personal issues of a particular shareholder that your board should not make public, such as the non-payment of bills. "Sometimes you just want to avoid potential litigation," says Fried. "And [certain information] is much better off not out in public."

All boards must keep the minutes of their board of directors meetings. According to Fried, the depth of detail varies from building to building, but there are certain details that everyone should keep:

4. If there is notice of termination of the proprietary lease or action against a shareholder.

In general, your board will want to keep track of all items of importance that are brought up, discussed, or voted on at your meetings. Shareholders may request to see the minutes but, notes Fried, "there's no legal requirement that you must give them a copy." While each building operates differently, some boards allow shareholders to read the minutes, but not receive copies. Shareholders may also be able to view the list of shareholders for appropriate purposes. "Many proprietary leases give [shareholders] the right to look at the books and records of accounting, financial records," says Fried. "It's a common provision, but might not be in every one." So make sure to see what the proprietary lease does and does not allow shareholders to access.

But what if there's an emergency and you don't have time to follow procedure? If you need to call a special meeting, you can waive notice of meeting if all board members are in attendance. Or, if it is impossible to give adequate notice because of emergency, or if board members cannot attend because they are away at the time of the emergency, you may hold a phone meeting. Although this is fairly common, says Fried, consult your bylaws to insure that a provision for phone meetings exists.

No matter how formal or informal your board or annual shareholder meetings, every board should be careful to follow procedure set forth in the bylaws. Going by-the-book with meetings - both board and shareholder - maintains continuity from one meeting to the next, makes sure that important points are covered and properly recorded, and keeps everything above-board, so to speak.