Q&A: Annual Meeting Procedures

Q At our last annual meeting, the president, vice president and all other members  of the board were present. However, without any explanation to the shareholders  present, the corporation’s counsel proceeded to conduct the meeting by first doing the role call and then conducting votes for election of members to  serve on the board.  

 The bylaws of the corporation provide in part: The president shall be the chief  executive officer of the corporation. He or she shall preside at all meetings  of the shareholders and of the board. The vice president shall take the place  of the president and perform those duties whenever the president shall be  absent or unable to act. If neither the president nor vice president is able to  act, the board shall appoint some other member of the board to act on an  interim basis. Was this legal?  

 —Concerned Voter  

A “The cooperative's managing agent, attorneys and accountants are usually present  at the annual meeting as guests of the president,” says attorney David L. Berkey, partner of the Manhattan-based law firm of  Gallet Dreyer & Berkey, LLP. “They perform important functions, as noted below. By having these professionals  assist at the annual meeting, the meeting is usually over in a shorter time and  the important business items to be voted upon (such as election of board  members) and issues to be discussed (such as financial reports) are covered in  a professional manner.  

 “Most cooperative bylaws provide that the president is to preside at meetings of  the shareholders. However, many buildings follow the practice where the  president, who is present at the meeting and technically 'presiding,' to permit  others to assist with the various agenda items that are set forth in the  by-laws. For example, the cooperative's managing agent usually performs the  role call and reports whether a quorum is present so the meeting may proceed. When officer's reports are to be given, the cooperative's accountant usually  provides the financial report, even though the cooperative's treasurer is  present and could give the financial report himself.  

 “Attorneys for cooperatives often assist the president to conduct elections. This is especially true when a legal explanation of voting procedures is  required, such as where 'cumulative voting' is used to elect board members or  sponsors and holders of unsold shares are permitted to designate or elect board  members. It is quite common for attorneys to assist in conducting the elections  at annual meetings and it is 'legal' for them to do so.”  

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Comments

  • In the co-op where I live there is no balance between the owners and the renters. There are more renters than owners this I believe.This Board no longer shares what changes or what is taking place in this co-op with its shareholders (an unexplained annual report to those who may want further explanation and will not share a master policy nor will give info on pesticides if any are used in the area ,smoking takes places and dog poop can be seen instead of owners picking up after the maintanance staff has to do the work)There are no meetings no communication and it is a fact that no Board member can be reached day or night management tells the owners the Board simply does not want to be bothered(will not give a phone or email.This is happening in a Board on the LES of manhattan.I have seen situations of a Board member running to ask the President for help and the president just continues to walk away and will not bother to stop to talk. When the owner is just asking for five minutes. A sad situation going on in this LES co-op. I hope that not every co-op does this it is not right and unfair.Thank you for your articles they mean alot at least to me.