Dennis Greenstein Quoted in The New York Times

The Real Estate Q/A in the January 14 New York Times addresses the issue of co-op boards of directors. A reader asks: "I have lived in a small Manhattan co-op for the last 15 years, and we have never had an election for a board of directors. Every time a board member leaves, the president appoints someone to the post without getting approval from the other board members. He has also held meetings without notifying some board members and has hired contractors without getting multiple bids or even showing the contract to the board for a vote. Should I be concerned?"

" 'What’s going on here is highly irregular,' said Dennis H. Greenstein, a Manhattan co-op and condominium lawyer. Mr. Greenstein said that the board president should not be appointing board members, scheduling meetings and approving contracts on his own. More important, he said, the state’s Business Corporation Law requires corporations to hold an annual meeting to elect directors. And under most co-op bylaws, Mr. Greenstein said, if such a meeting has not been held, shareholders holding 25 percent of the shares can demand a special meeting to elect directors. In addition, Mr. Greenstein said, if the co-op no longer has enough properly elected directors to conduct the business of the board, and there has been no election of directors one month after the date specified in the bylaws — or if no date is specified, for more than 13 months after the last annual meeting — the board must schedule an election within two weeks. If it does not, shareholders holding 10 percent of the shares can demand a meeting to elect directors. That meeting must be held within 60 to 90 days, and the co-op’s secretary must give notice of the meeting date within five business days. If the secretary does not do so, any shareholder who signed the demand can issue notice of the meeting."