Dennis Greenstein Quoted in The Cooperator
"Legal Bylaws”

Dennis Greenstein was quoted in the Q&A column of The Cooperator – The Co-op & Condo Monthly published in November 2008. The letter writer’s co-op board of directors proposed a series of changes to the bylaws, the proprietary lease, and the certificate of incorporation. The proposed changes would benefit the directors but not the shareholders. The writer wanted to know what could be done to prevent their co-op board and management company from getting unlimited power. 

According to Dennis, amendments to the proprietary lease, bylaws and certificates of incorporation of cooperative corporations are common. He noted that “[t]he proprietary lease, bylaws and certificate of incorporation each provide for the manner and percentage of approval of the shareholders to amend each document. Accordingly, unless such percentages of approval are received by the shareholders, the proposed changes will not become effective.” Dennis further noted that if the letter writer and other shareholders felt they were not given enough information to evaluate the changes, they can demand a special meeting of the shareholders. He explained that “[t]he bylaws of cooperative corporations generally provide for the calling of a special meeting of the shareholders if demanded by a petition signed by shareholders owning at least 25 percent of the outstanding shares of the corporation. The notice must state the specific matters to be discussed and acted upon at the meeting which could include: a discussion of the amendments (if they did pass the shareholders could demand in the notice that a vote be taken to rescind or further amend) and a new election of the board of directors.” Dennis concluded, “If the board sees that a significant number of shareholders are unlikely to vote for the changes and the approvals necessary will not be obtained, as a practical matter the concerns of the shareholders will need to be addressed before putting any proposals to vote.”