Page 10 - NY Cooperator June 2019

10 THE COOPERATOR —JUNE 2019 COOPERATOR.COM LAW & LEGISLATION M ost newly-elected condo or co-op board members aren’t experts in regulations of a cooperative corporation or running a multifamily building condominium association are changed, a or development. Th ey may be eager, enthu- siastic, and committed to serving their com- munity. But they also probably have little nization,” says Michael T. Reilly, an attorney idea of how to do that until they’ve learned with Norris McLaughlin P.A. in New York a bit more through experience. Fortunately, City. “Th ey are not optional guidelines; these co-ops, condos and HOAs all have an estab- lished set of governing documents laying out until they’re properly amended, changed the rules that everyone in the community or removed from the organizational docu- must follow. And while governing documents do act as guidelines for board members, viewing have a working knowledge of these govern- them purely in that light downplays their ing documents when they take offi ce,” he signifi cance. For all intents and purposes, continues. “I suggest that every new board governing documents are a board’s bible. Ev- erything pertinent to the governance of the copy of all governing documents, and that community should be included – and the each board member be provided with a lec- sooner that a board member realizes this the ture on fi duciary duties when the new board better. Deviating from these foundational is in place and the offi cers are elected.” documents can result in trouble not only for the board, but for the community at large, coming an eff ective board member, and mis- depending on the magnitude of the trans- gression. Mistakes happen, of course, but ig- noring or contradicting one’s governing docs members who err with the right intent. – even with good intentions, or for the sake of expediency – only leads to trouble. Read Those Rules Getting familiar with governing docu- ments should be the fi rst thing any board condo and co-op boards take action, those member – or resident seeking board mem- bership, or even a resident invested in the ness judgment rule, which mandates judicial operations of his or her building or associa- tion – should look to do. “Unless and until bylaws and rules and board has a fi duciary duty to uphold and fol- low that framework for operating the orga- are the requirements that must be followed ments. “It’s essential for each board member to member be provided with a hard and digital Of course, there’s a learning curve to be- takes can be made. Fortunately, the business corporation law (BCL) exists to indemnify In short, the BCL “is the shield that allows most board members to sleep at night,” says Leni Morrison Cummins, an attorney with Cozen O’Connor in New York City. “When actions are generally protected by the busi- deference to board determinations – as long as the board action is within the scope of its authority, taken in good faith, and in the ISTOCKPHOTO.COM Governing by the Book Deviating From Governing Docs Can Cost You BY MIKE ODENTHAL ENGINEERING, ARCHITECTURE AND ENERGY CONSULTING Proudly Serving Higher Education Institutions WE HAVE NYC COVERED The Falcon Group is a unique, full-service Engineering, Architectural & Energy Consulting firm. Falcon’s primary focus is on existing facilities ranging from site, building envelope and energy improvements. Our full-service capabilities focus on your building’s specific needs. Falcon’s mission is to ensure each of our clients are held at the highest level of individualized service. ENGINEERING & ARCHITECTURE BUILDING ENVELOPE RESTORATION & FISP NYC SPECIAL INSPECTIONS MEP & ENERGY CONSULTING SERVICES 350 7th Avenue, Suite 2000 New York, NY 10001 www.falconengineering.com (800) 839.7740