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Q&A: Haven’t Had a Quorum in a While

Q. At our building, there has been no quorum at our annual meetings for the last two years. The voting was done and the ballots were counted by an outside company, but the results have not been posted. We requested the outcome but have been ignored. So does this constitute a de facto board? Also, the vice president of the board no longer lives in the co-op, but he is still listed as vice president. Is this legally permitted?

                                —Awaiting Results

A. “First of all,” says Steve Troup, chair of the Cooperative and Condominium practice at Tarter Krinsky & Drogin in New York, “to effectively analyze the reader’s questions, one must look to the governing documents for the particular building (for co-ops, the proprietary lease and bylaws; for condos, the bylaws and declaration of condominium), which I don’t have. So my answers here are generalized.

“Pursuant to New York law, if a shareholder/unit owner meeting does not reach a quorum (typically 50 percent + 1), no official business may be conducted -- which means that no voting may take place. So the vote taken without a quorum the reader mentions is void.

“Most bylaws provide that the board members remain in office until their successors are voted in. Many buildings, especially condos where leasing is permitted usually without board consent, go years without having a quorum. If a board member resigns for any reason, most bylaws provide that the board may, but does not have to, appoint a replacement member to fulfill the unexpired term (until an official vote may be taken).

“Regarding the vice president who has moved away, again we need to look at the building’s bylaws: some require residence, others do not.”

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3 Comments

  • Excellent question and a very good reply without info on the Co-op building's bylaws and proprietary lease. In my Midtown Co-op the election of 7 board officers to be held before May 31st was postponed because of the COVID-19 pandemic.  There are less than 100 shareholder residents  in the Co-op.  One board member hasn't lived in the Co-op for 6 months.   So, I requested the board of directors initiate a mail-in ballot election.  It was denied. Unbeknownst to shareholders when it'll be safe to hold a meeting to vote for 7 candidates to begin a 2020/2021 one year term; also there may be shareholders who want to be a candidate - especially with one incumbent board member living elsewhere for 6 months - - it may be possible the 7 incumbents will continue in their position for many months without an end in sight.   Governor Cuomo issued an Executive Order for mail-in ballot voting for the State's June 26th Primary.  My wife and I already received our Primary mail-in ballot and we voted.  On another matter, it would be unfair to many if COVID-19 prevents on-site voting in our nation - - if President Trump delayed America's November Presidential election? There isn't any authorization language in my Co-op bylaws and proprietary lease that give the 7 incumbent board members the right to delay the election of board officers past May 31st when their 1 year term ends.   So, it seems a reasonable request beause COVID-19 NYT restrictions prevents the gathering of folks in groups - to conduct a process for mail-in voting after an announcement for candidates interested in serving on the board of directors. What's your opinion?
  • Excellent comment @michael zullo what most don't realize is that bylaws need to be changed in most buildings, but that requires the support of the shareholders and the change of the board who is willing to do so and also the building's attorney who is there for the the shareholders and not the board. there must be an oversight for the coop boards in nyc.
  • My co-op in Queens has not had a quorum in 10 years. The board has disallowed proxy voting, even though it’s specifically listed in our bylaws, and only allows in person voting through an outside company because of a fraudulent use of ballots 10 years ago. We’ve requested that they Allow mail in or electronic voting through an outside company, but they refuse to even consider it. What do we do to affect a quorum and enable us to refresh or board?