Q&A: Access to Meeting Minutes

Q “The board was advised by one of the owners that we must mail all the minutes of each directors’ meeting to all the owners. Is this correct?”

—Out in the Open

A “In order to answer this question it would be necessary to review the apartment corporation's bylaws to determine if any affirmative obligation was placed on the board of directors to provide copies of the minutes of the board meetings to the shareholders,” says attorney Jeffrey S. Reich, with the Manhattan-based law firm of Wolf Haldenstein Adler Freeman & Herz LLP. Unless such an affirmative obligation was to appear in the subject bylaws, the board would be under no obligation to distribute copies of the board meeting's minutes to the shareholders. In fact, the board would not be under any obligation to allow any shareholders to review copies of the minutes of the board meetings.

“New York's Business Corporation Law Section 624 provides that the board of a corporation must allow its shareholders to examine the minutes of its shareholder meetings, a list of the shareholders and to provide them with an annual balance sheet and statement of profit and loss for the corporation. When presented with such questions, courts in the state of New York have consistently held that shareholders’ rights to review corporate documentation are limited to the annual financial statements of the corporation and the minutes of the annual shareholders' meeting.

“Notwithstanding the limited provisions of the BCL, the majority of cooperative boards choose to provide access to, but not copies of, board meeting minutes to those shareholders who request to see them. If the shareholder's request to see a copy of the board minutes is denied, the shareholder should request the reason for the denial in writing and should share his or her experience with his or her fellow shareholders at the next meeting of the shareholders of the corporation.”

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