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Holding Board & Shareholder Meetings Under Social Distancing New BCL Amendments Give Boards Options

NOTE: The following is content submitted to The Cooperator from a professional contributor, and reflects that contributor's opinions, experience, and expertise. 

Board members and shareholders of cooperatives (co-ops) and condominiums (condos) are advised against -- and in most circumstances prevented from -- meeting in person to comply with social distancing mandates in New York. New amendments to the New York Business Corporation Law (BCL) address this issue, giving boards and shareholders the option to meet virtually or conduct business via teleconference or similar methods, even if a co-op’s or condo’s bylaws do not provide for such measures.

Governor Cuomo’s Executive Order No. 202.8, dated March 20, 2020, provides relief for boards concerned about complying with their governing documents regarding in-person shareholder meetings while protecting the health and safety of directors and shareholders. The executive order temporarily suspends subsection (a) of Section 602 and subsections (a) and (b) of Section 605 of the BCL “to the extent they require meetings of shareholders to be noticed and held at a physical location.” The Executive Order is effective through April 19, 2020.

Although the BCL traditionally applies only to co-ops, courts have applied the concepts contained in the BCL to condominiums by analogy for decades. We take the position that courts would do the same here, and therefore are guiding our condo board clients that, especially during the COVID-19 crisis, condos may follow these BCL provisions allowing board and unit owner meetings to take place virtually to facilitate carrying on their governance.

Meetings of Shareholders & Unit Owners

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