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Your Rights and Obligations Governing Documents Give Answers

By Irwin Cohen   1997 Oct Shareholder Relations

Your roof terrace leaked and the neighbor below you sued for damages. Do you have any recourse? The

heating system in your apartment failed to work and the managing agent sent you the bill for its repair. Do you have to pay? You bought a dog for your child, and six months later the board has demanded that it be removed from the building. Do you have to comply?

The answers to most questions raised by co-op and condo residents are contained in the governing documents of the corporation or, in the case of a condo, the unincorporated association. These documentswhich include the proprietary lease, the by-laws and the house rulesare generally filed away for safekeeping in your attorney's office. Or, perhaps you have a copy that you keep with your other important papers. Whatever the arrangement, these documents should be read (and periodically re-read) by every co-op and condo owner because their contents govern the terms of your ownership as well as your rights and obligations.

A Hierarchy of Documents

To make some sense of the maze of rules, laws, doctrines and codes that affect ownership of shares and property in co-ops and condos it is important to view these documents in some sort of hierarchical order. At the top, in a co-op, is the certificate of incorporation filed with the Department of State as required by Section 402 of the Business Corporation Law of New York State. The equivalent, for condos, is the declaration of the condominium required by Article 9B of the Real Property Law of the State of New York, commonly referred to as the Condominium Act. These documents may contain specific provisions for making amendments. A copy of this document may be obtained from the Secretary of State, Department of State, Division of Corporations, in Albany if it is not available in the corporate files.

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10 Comments

  • anonymous on Tuesday, September 16, 2008 4:00 PM
    This article was very timely for us. I have a question and would really appreciate it if you could answer it. We live in a condominium in Bay Shore, New York. Our Offering Plan contains 14 By-Laws, one of these by-laws being a list of House Rules. Within these house rules, the board of managers has the power to make rules and regulations. My question is: Because the House Rules are part of the By-Laws, can a by-law only be changed by a vote of 2/3 of the homeowners, not by a decision of the Board? And can rules and regulations passed by the Board not conflict in any way with the House Rules. My email address is mfinnell40@aol.com Please let me know - Thank you so much.
  • diane on Thursday, October 16, 2008 2:50 PM
    What recourse do condo owners have when the Proprety Manager AND the Condo Board do not enforce house rules?
  • anonymous on Saturday, October 18, 2008 1:22 PM
    Unknown user: See the paragraph regarding House Rules. It states that: "Under the terms of the by-laws and proprietary lease, the board of directors has the unilateral right to amend house rules without shareholder or owner approval." Key word being "amend". In simple terms, the answer is yes.
  • mark on Friday, January 16, 2009 10:59 PM
    Does state enabling legislation or case law require that condo board meetings be open to any and all unit owners,or does that require a specific provision in the by-laws of the condo association?
  • Ming on Monday, February 23, 2009 2:04 PM
    Can you tell me what are a condo unit owners rights in reviewing the minutes from an open meeting? I was told that they would not be available until just before the next meeting, one year hence. thank you.
  • powerless in new york state on Tuesday, April 6, 2010 9:15 AM
    i question what i have read on the proprietary lease. my cooperative has a retained attorney for 15 years who reports to the board as acts solvely in their interest. changes to the provisions of the propriety lease, such aa fee for apatment renovation or sublet provisions are not approved by 2/3 shareholders but simply mandated to sharehowners without notice. howerver, board membes and special friends are not required to pay or refused subletting rights. attorney general's office does not enforce business corporaton law so there is no where to turn
  • anonymous on Saturday, November 12, 2011 3:54 PM
    Im in the process of selling my condo and the contractual buyer is in process of securing a loan through an FHA loan and the lender wants the management agreement between the management company and the condominium where I live but the management company will not release the document and has not given a reason as to why they will not release it. I have contacted board members who has said they will help but was unsure if the management company would release to them. What is my legal recourse at this point and what obligation does the management company and the condo board owe me as a condo owner. I need to know what my rights are to obtain this document since selling my home is now contingent on the underwriters receiving the agreement. Thank you for you help!
  • Mrs. Matthews on Tuesday, October 16, 2012 5:01 PM
    I live in a Coop in Washington, DC and would like to know if I was approved to transfer in a large unit, do I have to pay a transfer fee or a membership fee? We are having problems on our Coop because management will not explain to us the difference. Some members have paid little transfer fees and others they seem wants to pay a large membership as if they were new members. We can't seem to get any information or anyone to explain this to us. Thank you
  • anonymous on Friday, July 18, 2014 3:49 PM
    "One of the most important features of many by-laws is that they contain specific guidelines for amending their contents." What happens when neither the bylaws nor the proprietary lease have any provisions regarding amendment of either document? Is there a statutory or caselaw procedure that must be followed? Thanks.
  • mary on Tuesday, July 29, 2014 2:39 AM
    I own a co-ops on staten island, ny and we seem to be having a problem with our board, managing agent and voting by laws. At our yearly meeting in June there were a couple of individuals who want to run for the board. One person is interested in becoming president. The by laws clearly state that only the individuals who came to the meeting are entitled to vote. The managing agent has decided that he is going to send everyone a ballot. 1st the by laws clearly states HOW the election should be done. 2nd if you do not bother going to the one meeting a year held the third week in June. Where we discuss the workings of the co-ops, meet the people who want to run. No one has run in a couple of years so there has not been an election. There USE to be a format on running,like introductions, resume so you know who and why what they will bring to the co-ops. That has stopped. So the by laws protect us uninformed voting. We just got over almost losing it all due to our managing agent steeling from us and not paying the bills. We just went through this type of mismanagement with the attorney general. It just does not seem like it can be legal for the managing agent and the board can change the rules of voting to keep themselves in office. The by laws are to protect against these types of things. We have been informed that the board does not want to leave but as shareholders who are truly dissatisfied with their work should be able to know they have right to elect other people in. Do they have to go according to the by law. Or can they change it a week or two before elections.

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