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Q & A: Rules for Replacing Co-op Board Members

By: Jay Romano

July 19th, 2012

Q: Can a co-op board remove a member without shareholder approval? If so, how is a replacement chosen?

A: Leonard H. Ritz, a Manhattan co-op and condominium lawyer, says it is necessary to review the building’s governing documents to determine the board’s powers. The bylaws typically specify the rules relating to whether a board can remove a member on its own, and whether it needs “cause” to do so, for instance some wrongdoing on the part of the board member. “The bylaws will also determine whether a board has the authority to fill a seat vacated by a board member who was removed,” Mr. Ritz said, “or if the owners get to elect the replacement.”


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