Amending Your By-laws How and When to Make Changes

The certificate of incorporation, the proprietary lease (in some cases called occupancy agreements)

and the by-laws are the three underlying documents that form the engine running your cooperative. The by-laws are considered by the courts to be a contract among the shareholders. As such, they will be enforced except when they are found to be unworkable, contrary to the certificate of incorporation or contrary to law.

The by-laws should be re-evaluated from time to time since conditions affecting cooperatives and their operations constantly change as a result of recent court decisions and changes in the law, as well as the experiences of the board of directors in dealing with these by-laws over the years. The procedure by which by-laws are amended is usually contained within the by-laws itself.

Knowing the Procedure

Some cooperative by-laws provide that an amendment may be made by majority vote of the board of directors. Other cooperatives have by-laws which provide that only the shareholders may amend. Some require a majority vote and others require a super majority (usually two-thirds or 75 percent). Thus, the first place to look in determining how your by-laws can be amended is in the by-laws themselves. In all cases, where a vote of shareholders is required, a shareholder meeting must be called for that purpose. The next place to look is the certificate of incorporation of your cooperative. While the procedure to amend by-laws is ordinarily not contained in the cooperative's certificate of incorporation, it should be checked to make sure.

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8 Comments

  • I LIVE IN A COOP APARTMENT IN THE BRONX. I HAVE BEEN FIGHTING WITH THE BUILDING TO DO SOME SIMPLY REPAIRS. THESE REPAIRS CONSIST IN PLUMBING, WHINCH IS IN THE WALL AND ELECTRICAL ALSO IN THE WALL. I NOW HAVE MOLD GROWING ON MY WALL IN THE BATHROOM (SHOWER AREA). TURNS OUT BACKERBOARD WAS NOT USED IN THIS AREA, THE BUILDING USED SHEET ROCK, NOW I HAVE MOLD GROWING. THEY WONT FIX IT, CLAIMING IT'S MY RESPONSIBLITY. I AM ALSO HAVING PROBLEMS WITH MY ELECTRICAL, WHEN I LEAVE MY APARTMENT I TURN OFF ALL THE CIRCUIT BREAKERS EXCEPT THE ONE FOR MY REFRIGERATOR. I ALSO INFORMED THE BUILDING THAT SOME OF THE SOCKETS SMELL LIKE SOMETHING IS BURNING. THE BUILDING REFUSES TO DO ANYTHING ABOUT THIS MATTER ALSO. I HAD TO CALL 311 TO PUT IN A COMPLAINT. THEY CAME OUT AND CHECK ON MY COMPLAINTS AND CONFIRMED EVERYTHING. THEY ALSO CALLED THE BUILDING. IT HAS FALLEN ON DEAF EARS.
  • my coop is attempting to pass a new transfer/flip tax at its annual shareholder meeting. I am in contract to sell and scheduled to close 2 weeks after the vote. If the vote passes, they will enforce the flip tax on me. Can they do this if I am already in contract. If I knew I was going to be charged this, I would have negotiated my contract of sale differently.
  • Most co-ops have a general bylaw that states: gas, stream, and water pipping behind the walls, floor, and ceiling are the responsibility of the lessor not the lessee (you'd be the lessee). All electrical is the responsibility of the lessee, this is standard. In fact, all electrical should be up to code which again is your responsibility. Additionally, I also suggest you get Home Owners Insurance, which would have covered the mold repairs.
  • If the mold is resulting from the original plumbing and by no fault of the shareholder, this is not necessarily the case. The co-op owner should advise their own insurer, and supply them with a copy of the applicable clauses in the proprietary lease or bylaws. Even if this falls under the shareholder's insurance policy, the insurer may want (and have the right) to subrogate with the building's carrier. Re: the electric, again, it depends on what the lease says, and if it's original and in the walls.
  • My building is full of mould and there trying to cover it up I've had public health come in 3 times and we have since found a leak in the wall which I'm told is from someone spilling water above me my carpets are soaked and there is visible mould on walls and carpet I've taken pictures of everything and need help my family has been very sick with respiratory issues for years now I'm told the duct systems are each tenants responsibility it's horrible please help me I can forward all medical records and photos I have
  • My Coop Board is changing our Proprietary Lease without getting share holders to vote on it. I live in Virginia. They have added some disturbing changes. I assume next will be the Bylaws. Not sure what to do Can you advise? Thank you
  • coops are a unique animal, and the so called management companies are fraudsters. Board Presidents behave like Henry the VIII. Apart from embezzlement by the coop Treasurer, management companies are on the take , several of them have been indicted and sent to Jail. My comments are based on experience.
  • My coop is in contract for sale.the coop has now decided to amend the bylaws and add a flip tax. The board also doesn't want to make decesion for the sale of the coop they are asking the shareholders to decide.what should I do?