Q&A: Minuteless in Manhattan

Q “I am newly elected to the board of a small (32-unit), self-managed condominium, where traditionally there has been little transparency between the board of trustees and the unit owners. I have asked the board president several times over the past three months, publicly and privately, (as well as the board secretary) to provide me with the minutes of the last three years so that I can better acquaint myself with board decisions, the history of repairs, capital improvements, etc. I would have thought that my interest would be regarded as positive, but instead I was given the run-around. As a board member, don’t I have a legal right to inspect all corporate documents? What more should I do to access these minutes?”

—Frustrated Board Member

A “As a member of the board of managers the letter writer is entitled to have access to all of the books and records of the condominium,” states Dennis H. Greenstein, a partner of the Manhattan law firm of Seyfarth Shaw LLP and co-chair of the New York State Bar Association, Committee on Condominiums and Cooperatives. “Section 339-w of the Condominium Act provides for the board of managers to ‘keep detailed, accurate records, in chronological order, of the receipts and expenditures arising from the operation of the property. Such records and the vouchers authorizing payments shall be available for examination by the unit owners at convenient hours of weekdays. A written report summarizing such receipts and expenditures shall be rendered by the board of managers to all unit owners at least annually.’ In addition, many condominium bylaws contain a provision, which requires the board of managers to keep detailed records of the actions of the board of managers and the managing agent, minutes of the board of managers’ meetings, minutes of unit owner’s meetings, financial records, and records of receipts and expenses. Such records are generally required to be kept at the office of the managing agent or in the instance where the building is self managed, [these records are to be kept] at the building and available for inspection by all unit owners. Certainly, a board member who is also a unit owner would be entitled to no less rights than the unit owners under the Condominium Act and the bylaws. New board members should acquaint themselves with issues such as repairs and finances. Refusing to provide access to them raises concerns that there may have been wrongful acts and cause current board members to inspect the past records and to investigate if they feel the need to do so. The letter writer should send a letter to all members of the board of managers documenting the prior requests and include copies of letters and, if oral, the dates and to whom requested, and again request the review of the condominium documents. He should also include any written denials or if oral, the name of the person who responded to the requests. The letter writer should provide another request to inspect the records on a specific date at the location where they are kept.

“If the board of managers still refuses to provide the documents, there are other options. He could contact the other board members and ask them to join him in overruling the president and if necessary, to remove the board member from his position as president. Alternatively, he could ask the secretary of the board of managers or obtain the required number of unit owners to sign a petition for a special meeting of the unit owners, seeking to remove from the board the president and other members refusing to provide the documents. If all else fails he should organize votes for the next unit owners meeting and seek to have other unit owners who will deal more openly and responsibly elected to the board.”

[Editor's note: reprinted from February 2009 issue with additional information]

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