Our co-op bylaws haven’t been updated in decades. What amendments should we change or add?
“The co-op bylaws relate to the authority of the board so it’s important they are reviewed and amended to reflect changes in the law as well as protect the co-op from unwanted litigation,” says Niki Khindri, a real estate attorney at Adam Leitman Bailey, P.C. with experience representing co-ops and condos in New York City.
You need to look at the governing documents, including the certificate of incorporation, the proprietary lease and the bylaws themselves, to find out the procedure for changing the bylaws. Typically the co-op can make amendments with a majority of directors or with the agreement of two-thirds of shareholders.
“In many cases the bylaws haven’t changed since the original creation of the co-op so updating them can bring them in line with changes in the law and also provide clarity to shareholders and board members alike on issues like voting procedures, board member qualification and indemnity, as well as fines and fees,” Khindri says.
Making these amendments also provides an opportunity to make sure the bylaws are fully incorporated and up to date. When amendments are passed piecemeal it can create confusion, Khindri says, and in some cases it’s not clear whether amendments have been fully incorporated via resolution.
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