Understanding the Business Corporation Law A Co-op's Baseline

If you live in a co-op, as opposed to a condo, in New York State, chances are that your co-op has been organized under the designation of the Business Corporation Law, or BCL.

But what is the BCL? The BCL, which has been in force for more than a century, is basically a law governing corporations chartered within the state. And since co-ops are corporations, over time it began to be applied to co-ops.

Among the topics it covers are boards of directors, shareholders' rights and obligations, board meetings, elections, certificates of incorporations, filings, fiduciary responsibility and more. Much of the law can be found online at http://law.onecle.com/new-york/business-corporation/index.html.

"Most of the co-op housing corporations in New York State were organized under the BCL," says attorney Richard Siegler of Stroock & Stroock & Lavan LLP. "If you file a charter under the BCL, you submit yourself to that law."

Bruce Cholst, an attorney with Manhattan-based Rosen & Livingston, added, "The BCL is an integral law, and should be side by side with your bylaws and your certificate of incorporation. They all act together.


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  • Richard I. Lawson, Jr. on Friday, November 2, 2007 10:52 AM
    Please check out the Co-op City Management for me.
  • excellent as always. (1) thought I applied and was accepted for membership/mailling list, etc. can you check. (2) as important at this moment. does the BCL oblige a board or managing agent to reply in writing within a stated time frame regarding a shareholder's inquiry, e.g. what is the board and corporation's insurance coverage, if the shareholder has the legiitimate interest by the question in protectting his equity investment. thank you warren gross
  • can a co-op board preclude a shareholder from runing for a seat on the board?
  • Can a Board President without Board approval unilaterally a) cancel a scheduled meeting? b) direct the removal of shareholders' personal property from storage rooms? c) mandate that shareholders individually pay for removal and temporary storage fees?
  • Can a managing agent demand a finders fee from a tenant who wishes to sublet, or should this fee be paid by the shareholder who wishes to sublet the apartment ?
  • is the co-op board required to provide shareholders the co-op's annual financial statements?
  • Ms. Diane D'Agostino on Thursday, August 7, 2008 5:31 PM
    I would like to know where I can attain a copy of the BCL book. Our Co-op is in disaray and full of corruption. I need to know how to remove four of the seven Board members, including the President. She has excommunicated three members including the Vice President from attaining any information from the Accountant, Management and even a bank that we were to refinance our mortgage from. We need to gain control or we will be out of control.
  • Can a coop due away with proxies or is it mandatory to have them. we have several coops in our area that do not use them.
  • can a co op board in nassau county n y deny a buyer without tellin seller the reason for same
  • can a board sue the corporation shareholder for interfering with them carrying out their duties as board members.
  • Where can I obtain a copy of the BCL?
  • our board jerrymands elections every year. who is allowed to be an election inspector and who appoints one? what if a board doesnt appiont election inspectors.
  • Can original coop-up owners rights to sublet their apartment be changed by a Board resolution which refers to the BCL Section 501(c)?It seems that the appelete adivision of the Suprem Couty of N.Y. has ruled that section 501 (C) prohibits giving Original owners more favorable subletting rights than non original purchasers.Is this possible to take away rights that were there when unit was bought by original owners which had the right to rent indefinately now can rent 3 out of 5 yrs.
  • louise gianfrancisco on Tuesday, June 8, 2010 6:08 PM
    I have requested back up to the 2009 Financial Statement such as the detail general ledger expense reports,and the 2010 budget.The board and attorney claims that I have no right to see these documents. Are they correct.
  • Our Board has not made a decision regarding a request for accommodation from a disabled senior shareholder. How can the rest of the shareholders separate ourselves should the Board/Coop be sued or fined?
  • is it lawful for security cameras to be placed inside a co-ops community room that shareholders are paying to use for their private parties. Is this not intrusion of privacy.
  • can the mgmt company and board refuse to give you a copy of the election results and can one file a complaint if it is so denied. Our board is a mess
  • Where are the answers to the above questions?
  • can shareholders retain an atty on suing for mismanagement on a contingency fee basis if it is shown the shareholders have a good case.
  • Google "new york business corporation law", you will get link to the law itself. But, be warned, this is just the statute, there is also case law (decisions by judges and juries) that is relevant. Unless you know how to do legal research (need access to Westlaw or Nexis), you are MUCH better off finding a lawyer than trying to do it yourself.
  • What does the BCL provide for inappropriate actions by managment firm? Like surpressing monthly invoices from shareholders? Also, What is the ruling for proper notification for entering an apt to fix a leak? Lastly, is it legal for an HDFC coop to have a 10% of the gross monthly mantainance as a late fee agregated on a monthly basis? Thanks.
  • What can you do when the cooperative has a wife in the office of mgt. son as the super and the husband on the board as vice president? Shareholders didn't understand what they done as they felt they didn't have a choice. Vice president was former super of thirty plus years and a shareholder. Isn't this a conflict of interest as wife is privy to all information of shareholders? What can be done to change the situation legally? Any advice?
  • Where can I get the BCL laws, or where can i print them out on the computer
  • How can you find out if your coopertive file a charter under the BCL?
  • Where can we get a copy of the BCL laws?
  • can a Board action be taken during a meeting where everyone is in attandance only by email? is there any minimum notice requirement for the "email meeting"?
  • everyone has look threw the Proprietary lease and your own coop's bylaws regarding the questions asked! Your by-laws are the rules regarding your coop! Get to know them well!
  • My co-op Board president is engaging in corrupt behavior with the support of the sponsor and the management company. Shareholders and other residents are being threatened and our building is in definite trouble. We have documentation of what they are doing. They have now coerhsed a two month hiatus without having a bylaw requied election. How can we find help to counter this activity.
  • I am in the midst of refinancing my co-op and the BOD is giving me a hard time by insisting they have the right to do exactly what they did during my first mortgage, such as credit check (which the bank has done and is very good), background investigations (which has been done on me 3X for no good reason) and delaying the bank process which will make me lose $500. What recourse do I have? I've already told the BOD that their actions are inane.
  • my mothers co-op board and superintendent are very corrupt and are bankrupting the building is there any way we could request the financial books to be able to put a stop to it
  • Can a coop due away with proxies or is it mandatory to have them. we have several coops in our area that do not use them.
  • I am in the midst of selling my apartment I have a buyer I have been in contract over six months and my apartment stay vacant for over three years never sublet after my buyer been approved by the board of directors three days after the management and the president of the board charge me in my maintenance bill for sublet fees six years ago which I never sublet can the board do that now my apartment is on hold the board charge me a fee of over 6,000 can the board do that I need answer I submit all proof of residency and I still getting a hard time with the board can I sue the board if my buyer walk the president of the board don't return calls or want to meet with you as a shareholder
  • My board has been allowing its property manager to charge me no insurance fees for over 5 years although my insurance company has sent then proof of insurance over and over. They now owe me over $3000. I simply cannot get them to oH me back although I've written a thousand times. I could hire an attorney but that would cost as much b as what they owe me. What can I do?
  • can a coop appoint board members without having "meeting minutes" even if they say a quorum was present?
  • I live in a co-op in Port Chester, Westchester County, NY the board is going to replace the roof the price is too high and other roofer offered a better price with better materials. After talking to several shareholder most of them are not happy and they don't want to take actions because of future retaliation. The roof has been given to a company that are not roofers. In your opinion what is the best approach? Please advice me what should we do?