Q&A: Minute-less in Manhattan

Q I am newly elected to the board of a small (32-unit), self-managed condominium, where traditionally there has been little transparency between the board of trustees and the unit owners. The board has been stingy with information and oftentimes, focused on making decisions from a social point of view rather than a business point of view. I have asked the board president several times over the past three months, publicly and privately, (as well as the board secretary) to provide me with the minutes of the last three years—so that I can better acquaint myself with board decisions, the history of repairs, capital improvements, etc. I would have thought that my interest in being informed would be regarded as positive, but instead I have been given the run-around. As a board member, don’t I have a legal right to inspect all corporate documents? What more should I do to access these minutes?

—Frustrated Board Member

A “As a member of the cooperative’s board of directors, you are legally entitled to inspect all corporate documents, including the minutes of past board meetings,” says attorney Ezra N. Goodman with the Manhattan-based law firm, Norris McLaughlin & Marcus, PA. “[The only exception would be] for any document or portions of minutes that deal with a matter in which you were personally involved, such as in regard to litigation between you and the cooperative.

“You should make your request to the board in writing, sending copies to all the board members. If the cooperative retains an attorney to counsel the board, also send a copy to that attorney with a request that he/she advise the board of its obligation to make the documents available to you. If you do not receive a satisfactory response, your alternatives include seeking to pressure the board to accede through written communications by the shareholders; removal of the board by special shareholder vote; removal of recalcitrant directors by the rest of the board, if the cooperative’s governing documents permit such approval; encouraging other shareholders of your persuasion to run at the next annual meeting; or, in the last resort, by legal action to compel the board to honor your request.”

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