Q&A: A List of Repairs Request

“If I want to buy a co-op do I have a right to see the board meeting minutes so that I might see if any major repairs have been recently completed on the building or are scheduled to begin.”

—Buyer Beware

“The simple answer is NO!” says attorney Marc H. Schneider of the Garden City, NY-based law firm of Schneider Mitola. “The right to view board meeting minutes is governed by the New York Business Corporation Law and the particular co-op’s bylaws. In that regard, NY Business Corporation Law (“BCL”) Section 624 provides as follows with respect to the right to review books and records of the co-op:

(b) Any person who shall have been a shareholder of record of a corporation upon at least five days' written demand shall have the right to examine in person or by agent or attorney, during usual business hours, its minutes of the proceedings of its shareholders and record of shareholders and to make extracts therefrom for any purpose reasonably related to such person's interest as a shareholder...

(c) An inspection authorized by paragraph (b) may be denied to such shareholder or other person upon his refusal to furnish to the corporation, its transfer agent or registrar an affidavit that such inspection is not desired for a purpose which is in the interest of a business or object other than the business of the corporation and that he has not within five years sold or offered for sale any list of shareholders of any corporation of any type or kind, whether or not formed under the laws of this state, or aided or abetted any person in procuring any such record of shareholders for any such purpose.

“The foregoing law gives a shareholder the right to view minutes of shareholder meetings, not board meeting minutes. Since a prospective purchaser is not a shareholder and the records sought are not discoverable at law, a prospective purchaser is not entitled to those records.


Related Articles

Holding Board & Shareholder Meetings Under Social Distancing

New BCL Amendments Give Boards Options

The Business Corporation Law: A Primer

Why the BCL Is Relevant to Co-ops

Q&A: Addressing a Possible Conflict of Interest Within a Board

Q&A: Addressing a Possible Conflict of Interest Within a Board