Page 17 - NY Cooperator October Expo 2019

COOPERATOR.COM THE COOPERATOR — OCTOBER 2019 17 attorneys lawgapc.com @ www.lawgapc.com NORTHERN NEW JERSEY 973-366-1188 CENTRAL NEW JERSEY 732-514-6601 SOUTHERN SO NEW JERSEY 856-533-2379 NEW YORK 212-374-9790 PENNSYLVANIA 973-366-1188 ATTORNEYS AT LAW ▶ Wills, Trusts and Estate Law ▶ Municipal Law ▶ General Litigation ▶ Commercial Law ▶ Business Startups ▶ Community Association Law ▶ Landlord Tenant Law ▶ Land Use and Zoning Law ▶ Disability Law ▶ Real Estate Law and Closings Experienced attorneys providing the right moves towards achieving your endgame STRONG ADVOCATES LISTEN ATTENTIVELY WORK RELENTLESSLY RESOLVE CONFLICT Providing Practical Legal Advice and Representation to Cooperative and Condominium Associations for More Than Forty Years • General Counsel • Residential and Commercial Real Estate and Leasing • Real Estate and Commercial Litigation • Mortgage Financing • Commercial, Corporate and Business Law • Comme • Mitchell-Lama Housing • Transfer Agent Services • Construction Law and Gas Conversions Jack Lepper: jlepper@kll-law.com Ronald Gold: rgold@kll-law.com Adam Finkelstein: afinkelstein@kll-law.com Fran Lawless: flawless@kll-law.com Fran L ed records include: • personnel salary and medical records owner has similar inspection rights un- relating to specific individuals; • contracts and transactions currently be- ing negotiated; • existing or potential matters in litiga- tion, mediation or arbitration; • declaration, bylaw or rule enforcement building invoices, redacted legal invoices, actions currently proceeding; • association-attorney communications; • records of an executive session of the cords at their managing agent’s office dur- executive board; • individual unit files other than those of right to create paper or electronic copies at the requesting owner. “There are no specific provisions in confidentiality concerns were sufficiently Vermont’s version of UCIOA that set accommodated by requiring the owner to forth what can happen if an association sign a confidentiality agreement.” fails to comply with these sections. An owner would be able to go to the appro- priate Superior Court and get a judge to order the dissemination of the requested documents if they’re not otherwise pro- tected by statute. An owner might be able to have the Superior Court judge award fees and costs, and perhaps even attor- ney’s fees if a show- ing could be made that the associa- tion unreasonably withheld the docu- ments.” Lewis Mon- tana, partner with Levine & Montana in Peekskill, New York “Section 624 of the New York Business Corporation Law like that. (BCL) addresses books and records, right of inspection and prima facie evidence as kept within the Commonwealth. While follows: “‘Each corporation shall keep correct have some physical records, it’s best to and complete books and records of ac- count and shall keep minutes of the pro- ceedings of its shareholders, board and sion, and one that exists in event of some executive committee, if any, and shall keep disaster, like a fire. It’s usually pretty easy at the office of the corporation in this state for sophisticated management companies or at the office of its transfer agent or reg- istrar in this state, a record containing the ing to keep track of everything in a way names and addresses of all shareholders, that’s not terribly expensive. You can really the number and class of shares held by optimize your own business operation via each and the dates when they respectively digital record-keeping. became the owners of record thereof. Any of the foregoing books, minutes or records itself includes protocol for turning over may be in written form or in any other documents from one managing agent to form capable of being converted into writ- ten form within a reasonable time.’ “The bylaws of an association may also chusetts is that you’re statutorily required provide requirements to maintain records to maintain these categories of documents and indicate inspection rights of its mem- bership. Also, a \\\[co-op\\\] shareholder has company can expect that you’ve kept all both a statutory and common-law right to these records physically or electronically. inspect books and records of their corpo- ration if that inspection is sought in good selves will specify that upon termination, faith and for valid purpose. “Courts indicate that a condominium der common law. In one case, Pomer- ance v. McGrath, the court instructs that, although a condominium association’s board did not have obligation to mail or email copies of monthly financial reports, or board meeting minutes to unit own- ers, an owner’s right to examine those re- ing convenient weekday hours included a their own expense during that inspection; Katherine G. Brady, an associate with Moriarty Troyer & Malloy LLC in Boston and Braintree, Massachusetts “In Massachusetts, it’s statutory that there’s a list of certain categories of items that must be kept for seven years, which makes for a nice checklist that should be in- corporated into anyone’s man- agement poli- cies for record- keeping. These are things like condo docu- ments, financial records, con- tracts, insur- ance, meeting minutes, things “It’s not specified that these need to be I would say that an association should back those up and have electronic cop- ies. It’s useful to have a searchable ver- armed with resources like cloud comput- “Sometimes the management contract a replacement, or from one board to the next. Certainly the expectation in Massa- for seven years, so an incoming managing Many times, management contracts them- “While I would say that an association should have some physical records, it’s best to back those up and have electronic copies.” — Katherine Brady continued on page 33 See us at Booth 329