Q&A: The Right to Know Who the Board Members Are
By: John M. Desiderio
Q. I own a small co-op in Queens. For several years I had to sublet my apartment because I moved to Europe. I need to ask some questions to the co-op board but I am not getting any help from management. I basically wanted to know who the board members are and their apartment numbers. I asked when will the next board meeting will be held. I just wanted to be present. But I am not getting any help. As a shareholder, don’t I have a right to know?
—Getting the Runaround
A.“The reader who asked the question is entitled to obtain the names and apartment numbers of the co-op’s board members,” says attorney John Desiderio with the law firm of Adam Leitman Bailey, P.C., in New York City. “New York courts have long held that shareholders of a cooperative corporation have the common law right to examine the corporate books and records, including monthly financial reports, building invoices, minutes of board meetings, and appropriately redacted legal invoices. In addition, under Business Corporation Law, Section 624(b), shareholders have the explicit right to obtain the names and addresses of other shareholder-tenants in connection with an election. Indeed, under a recent court decision, management is required to provide such contact information ‘in written form and any other format in which the [corporation’s] managing agent maintains such information.’ Moreover, the corporation is required to make the books and records available for inspection at the managing agent’s office during regular business hours on reasonable notice.
“Although the right to examine the corporation’s books and records is very broad, the shareholder must nevertheless do so in good faith and for a valid purpose. If the reader is unable to visit the office, due to foreign residence or physical incapacity, an attorney or other authorized representative may do so on the reader’s behalf. If management continues to ignore the reader’s requests, the reader may seek a court order to enforce his or her right to the information.
“The reader has the right to attend and is entitled to be given notice of the date of the corporation’s annual meeting. However, the reader is not entitled to attend any monthly board meetings without permission. The board is entitled to conduct its meetings in private. Nevertheless, shareholders may question board members at the annual meeting regarding topics discussed and acted upon at board meetings as recorded in the monthly board minutes.”