Condominium and Cooperative Practice Chair Mark Axinn Discusses Coop Meeting Rules in a Q&A for the Cooperator News New York

Condominium and Cooperative Practice Chair Mark Axinn answers a reader question for Cooperator News New York on coop meeting rules.

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?

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.