Page 18 - CooperatorNews NY January 2021

18 COOPERATORNEWS — JANUARY 2021 COOPERATORNEWS.COM ATTORNEYS Abrams Garfi nkel Margolis Bergson, LLP 1430 Broadway, 17th Floor, New York, NY 10018 212-201-1170 • www.agmblaw.com Barry G. Margolis, Esq. • Robert J. Bergson, Esq. Himmelfarb & Sher, LLP • (914) 682-0040 Cooperative and Condominium Law—Real Estate Closings One North Broadway, Suite 800, White Plains, NY 10601 Contact: Ronald A. Sher, Esq. • Norman D. Himmelfarb, Esq. Law@himmelfarb-sher.com • Direct Dial: 914-461-0220 Belkin Burden Wenig & Goldman, LLP Specializing in all aspects of Cooperative and Condominium Law including Landlord/tenant proceedings. Copy of Monthly Newsletter available upon request. (212) 867-4466 contact: Aaron Shmulewitz/Daniel Altman ashmulewitz@bbwg.com/daltman@bbwg.com www.bbwg.com ACCOUNTANTS ARCHITECTS architecture interior design engineering project management forensic investigations 307 7th Avenue, Suite 1001, New York, NY 10001 Tel. 212.645.3775 Fax. 212.645.4099 Form Space Image ARCHITECTURE PC SERVICE DIRECTORY Disclaimer: Th e answers provided in this Q&A column are of a general nature and cannot substitute for professional advice regarding your specifi c circumstances. Always seek the advice of competent legal counsel or other qualifi ed profes- sionals with any questions you may have regard- ing technical or legal issues. Please submit Pulse items to Darcey Gerstein at darcey@cooperatornews.com Do you have an issue with your board? Are you wondering how to solve a dispute with a neighbor? Can’t fi nd informa- tion you need about a build- ing’s fi nances? Our attorney advisors have the answers to all of your legal questions. Write to CooperatorNews and we’ll publish your question, along with a response from one of our attorney advisors. Questions may be edited for taste, length and clarity. Send your questions to: darcey@cooperatornews.com. Q&A  Over 30 years of coop & condo experience  Hands on Personal Attention Timely Service  Contact: Gary Adler, CPA Sarah Haar CPA   www.bassandlemer.com 516-485-9600 adler@basslemer.com ceiling windows, remote control window screens, antimicrobial quartz countertops, and Bosch appliances, including in-unit washer and dryers. Building wide ameni- ties include a rooft op deck and a full gym, both welcoming spaces when the pandem- ic recedes. Th e building is conveniently located just four blocks from the waterfront, with easy access to community gems like the Socrates Sculpture Garden, Noguchi Museum, and Rainey Park, and is an easy walk to the 30th Ave subway station and the Astoria Ferry Terminal, providing easy access to Manhat- tan. And that’s to say nothing of the well- known Greek restaurant community for which the neighborhood is known. “Th e Ely off ers amenities today’s buyers consider ‘must-haves’, such as private out- door space and in-unit laundry facilities,” says Kyroglou, “and boast windows that off er an abundance of natural light on all sides of the building. In-unit washer/dry- ers have been a huge draw for owners given COVID-related health and safety concerns. Th ere were more than 30 potential buyers waiting for a peek at the project back in September. Astoria’s real estate market is continuing to rise and the Ely is leading the way.” ■ ASTORIA CONDO... continued from page 6 board members, or how they voted on decisions. They are so skimpy that future board members will never know histori- cally what previous boards did, and why they did it. I believe boards do this on le- gal advice, to avoid any possible liability. Is that the reason, or what else could it be? Boards have gone too far with sani- tizing, in my view. —Discontented with Minute Minutes Content A “The questioner’s strongly expressed opinions on this subject are entirely under- standable,” says Stanley Kaufman, part- ner at real estate law firm Kaufman Fried- man Plotnicki & Grun, LLP in New York City. “Cooperative shareholders want full transparency from their elected boards, and it is not uncommon for sharehold- ers to be dissatisfied with the level of dis- closure reflected in board meeting min- utes. It is not wrong for shareholders to complain about the level of disclosure, or vote at the next annual meeting to elect new board members who promise to conduct the cooperative’s business with more transparency. However, there are legitimate reasons why a board may want to keep its meeting minutes ‘sparse’ and ‘skimpy.’ Before I discuss some of these reasons, I will address the legal require- ments for the content of board meeting minutes. “New York’s Business Corporation Law (BCL), which applies to the gover- nance of most cooperatives, contains no express requirements for the content of meeting minutes. A cooperative’s bylaws could contain such requirements, but that would be uncommon. Under most cooperative bylaws, it is the duty of the cooperative’s secretary to keep the min- utes—although in practice, this duty is sometimes delegated to the co-op’s man- aging agent. “The absence of any explicit provi- sions in the law regarding what minutes must contain does not mean that there are no implicit requirements. BCL 708 requires that actions by the board of a corporation must be taken at a meet- ing (except when the board members unanimously consent in writing to the adoption of a resolution). Thus, actions taken by a board at a meeting should be reflected in the meeting minutes. For ex- ample, if the board votes to adopt a new house rule, to approve an alteration, or to accept or reject a purchase application, that action (but not necessarily how each board member voted) should be reflected in the minutes. “Indeed, as a practical matter, if the board takes an action that is not reflected in the minutes, and the board later seeks to rely upon that action or that action is later challenged, the board could face difficulty proving the action was taken. For example, if a board seeks to enforce a shareholder’s obligation to comply with a board-imposed house rule (assuming that the board is otherwise authorized to take these actions), it likely will need to have evidence that the house rule was duly adopted, and the meeting minutes will consist of such evidence. “Beyond these minimal requirements, however, the amount of detail to include in board meeting minutes is a matter en- tirely within the board’s discretion. And there are certainly reasonable policy reasons for keeping meeting minutes as bare-boned as possible. It is generally considered good practice not to include disclosure of how individual directors vote on particular matters or the specific nature and content of the board’s delib- erations. Disclosing such votes or pro- viding details of board discussions and possible disagreements may make certain directors targets of those with opposing views, and might inhibit board discus- sions. Boards and their individual mem- bers are sometimes sued for myriad rea- sons, such as unlawful discrimination or breach of fiduciary duty. Board meeting minutes are not considered to be confi- dential or privileged; thus, in a litigation, they are fully discoverable. The inclusion of too much detail in the meeting min- Q&A continued from page 5 utes—such as the casual musings of indi- vidual board members, or who said what to whom at the meeting—could turn out to be a recipe for disaster in a litigation brought years later. “Meeting minutes also are customar- ily reviewed by prospective purchasers or their counsel as part of the pre-con- tract due diligence process. While meet- ing minutes should not contain content that is in any way false or misleading, a board may not want to go out of its way to unnecessarily highlight problems that might make it more difficult for the coop- erative’s shareholders to market and sell their apartments. So while the amount of detail to include in the minutes is a matter within the board’s discretion, the maxim ‘less is better’ is the advice usually given to boards.” ■ rior and exterior to “celebrate the heritage” of Brooklyn Heights. Colberg Architecture is the Project Architect for Th e Symon. Th e Symon’s amenity off erings include a hotel-like private lounge; a lushly landscaped rooft op terrace with panoramic harbor and city vistas; a state-of-the-art gym; and a chil- dren’s playroom. A limited number of on-site private, indoor automatic parking spots are available for purchase in addition to bicycle spaces and storage. ■ PULSE continued from page 4