Annual shareholders’ meetings are in our midst. It takes a lot for a board to prepare for the spring occasion, but if thoughtfully planned by a building’s board and managing agent, it can become a successful forum for board elections, the dissemination of news concerning the building, and for shareholders to air their concerns. According to Steven Wagner, a partner at the Manhattan law firm Wagner, Davis & Gold, everything a board needs to know about running an annual meeting is stated in the building’s bylaws. Wagner explains, "The annual shareholder’s meeting is run according to a recipe, found in the larger cookbook of building bylaws. To learn how to run a shareholder’s annual meeting, just follow the recipe."
What’s on the Agenda?
Mandated by the Business Corporation Law (BCL), annual meetings generally follow the same format. Each usually begins with the chairman of the board addressing the shareholders and introducing the board members. Roll is then taken and proxies (powers of attorney a shareholder gives to the board or an individual to vote his or her shares at the meeting) are presented and examined. The next order of business is usually a reading of the minutes of last year’s annual meeting. The president then gives the "State of the Co-op Address" which details the financial status of the co-op at the present time, as well as other accomplishments of that year. The Treasurer’s report usually follows, specifically outlining the financial health of the co-op including its profit or loss over the year. Immediately following, it is customary for building professionals and/or committees (i.e., managing agent, attorney, gardening committee, etc...) to give individual reports. After all the statements have been given, elections of board members are usually conducted by the chairman or the corporate counsel.
In addition to board member elections, the building bylaws may be amended, altered, repealed, or added during any annual meeting. This usually requires a vote of two-thirds of shareholders, in person or by proxy, provided that the proposed amendment was included in the annual notice sent prior to the meeting, or that all of the shareholders are present or represented by proxy.
Time to Vote