“If a specific director is concerned that the remaining directors have breached their fiduciary duty to the co-op in a decision it has made, then that director should confer with the co-op’s counsel and discuss this matter in confidence. Unless a breach of fiduciary is established, the director who shared the confidential information with the shareholders is not acting in good faith or in the best interest of the co-op.
“Under BCL §624, shareholders are entitled to examine only the minutes of the proceedings of its shareholders, board and executive committee. Therefore the decisions made by the board are provided to the shareholders through the minutes. If the shareholders are concerned with the decision they discovered in the minutes, then under the bylaws and BCL, they can call a special meeting with the board (so long as the requisite number of shares has voted for this meeting and the purpose of the meeting is made known) and voice their concern.
“In order to prevent future board members from releasing confidential information to shareholders, the current board member at issue should be removed from the board. Bylaws generally provide that any board member may be removed at any time, with or without cause, by the affirmative vote of a majority of the then authorized total number of directors.”