Q&A: Right To See Project Documents

Q My co-op is about to engage in a multi-million dollar upgrade energy project. The board president has decided to not let myself (a newly elected member of the board) and any shareholder access to review the documents on this project. However, the Board has given one shareholder complete access to all documents pertaining to this project. This individual has all the documents and is privately meeting with the contractors on this project.

My request was turned down and other shareholders who are skeptical of this project have been denied access to view the project material. What can the interested shareholders and I do to obtain this information?

—Inquiring Board Member

A “In New York a director has an absolute and unqualified right to inspect all corporate books and records,” says Phyllis Weisberg, Esq. of the Manhattan-based law firm of Kurzman Karelsen & Frank, LLP.

“This rule recognizes that a corporation is governed by its Board of Directors, who, in exercising their fiduciary duty to act in the best interests of the corporation, must have access to all information.

“The documents relating to the upgrade energy project clearly are corporate books and records. Therefore, the questioner has an absolute right to inspect these documents. This should be discussed with corporate counsel. The board should also be made aware of the law. If counsel and/or the board persist in refusing access to the documents (the president alone does not have authority to deny such access), the questioner may enforce the right to inspect in a court proceeding.


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