Leni Cummins, a member of Cozen O’Connor’s Real Estate Practice Group, discusses the process of replacing co-op board members and presidents in The Cooperator. In the Q&A piece, a co-op member asks how a board that has not had an election in more than 20 years could elect new members and a new board president. Leni explains that, “Pursuant to the New York Business Corporation Law (BCL), and likely the co-op’s bylaws, the board is required to hold elections each year at its annual meeting of shareholders.” She continues that, “Pursuant to the BCL, there are procedures that empower shareholders to take action in circumstances where annual meetings/elections are not called. Section 603 gives a minority shareholder stake (10%) the right to demand a special meeting for an election of directors in certain circumstances.”
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