Can the board of my co-op building keep their identities anonymous?

01/26/24
Marc J. Luxemburg Feature in Brick Underground "Can the board of my co-op building keep their identities anonymous?"

Written by Celia Young, Brick Underground. Featuring Marc J. Luxemburg, Partner at Gallet Dreyer & Berkey, LLP.

Question

I bought a Brooklyn co-op about a year ago and never received a list of board members. I want to share my concerns about the management company with the board. But management won’t release their names and contact information because they say board positions are voluntary. Is it legal to withhold this information from shareholders?

Answer

Simply put: No. You have a right to know who is on your co-op building’s board of directors, according to our experts.

“The claim of the management company is nonsense,” says Marc Luxemburg, an attorney at Gallet Dreyer & Berkey. “There's absolutely no reason why you shouldn't be able to know the board of directors.”

Boards are required to keep records of their proceedings and give them to shareholders within five days' notice under the Business Corporation Law, which governs co-op buildings. And those records should include the names of every board member, says Dean Roberts, a real estate attorney at Norris McLaughlin.

Lay down the law with management

You should contact your management company and ask for a list of your board members. Or you can request the minutes of your building’s most recent annual shareholder meeting, which would list who was elected to the board, says Andrew Freedland, partner at the law firm Herrick Feinstein.

“I would go back to management and say, ‘board members are the elected individuals of the co-op, and I have a right to know who they are. Please furnish me with their names,’” Freedland says. “If management refuses, say that you would like to come down to the office and see the most recent annual shareholder meeting minutes.”

If that fails, it’s likely that your board president is found online. You can search your co-op’s entity name on the New York Department of State’s business database, which should list its principal or registered agent. While that information may be out of date, even a past president could shed some light on who is on the current board, Freedland says.

Getting in touch

Most buildings have a general email address that residents can use for complaints, or a building management system that allows shareholders to submit feedback electronically. If your property has neither, you may need to do some sleuthing to find out how to contact your board members.

Unfortunately, boards aren’t technically required to have a clear cut way to contact them under the Business Corporation Law, Freedland says. But once you find out your board president’s name, you can do some digging online or send them a letter through the mail.

Suspicious minds

It is very unusual for a management company to refuse to give you the names of the shareholders serving on your board. And it’s not a great sign that your building doesn’t seem to have an easy way to contact the board.

“Frankly, board members should have their own co-op specific email address,” Roberts says. “Nobody wants to complain about management when a message goes to management.”

Your management company could be trying to protect its own interests, or it could be that your board “just doesn’t want to be bothered,” Roberts says. Either way, it’s worth tracking down your board and expressing these concerns directly.

about the attorney

Marc J. Luxemburg

Of Counsel

Mr. Luxemburg specializes in real estate law, cooperative and condominium law. A recognized authority on the legal needs of cooperatives and condominiums, Mr. Luxemburg is the President of the Council of New York Cooperatives & Condominiums, and has drafted the revised form of proprietary lease that was promulgated by the Council.

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