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If you’ve made an accepted offer on a New York City co-op or a condo, your attorney has the right to review, on your behalf, the last two years of board meeting minutes.
It's different when you become an owner or shareholder: Co-ops and condo boards are required to take minutes at meetings, but they are only mandated to share minutes from the annual shareholders' meeting, so even a building’s residents have limited access to regular board meeting minutes.)
Not much tea to spill
Being able to read board meeting minutes may sound like it’s a clear window into all the juicy inner-workings of a building (like building politics, drama, or bedbug scares) but the truth is, these records can be extremely opaque. (Contents may be limited to who is in attendance, who is absent, action items, and the date.)
That’s by design, but it’s not just because buildings like to play things close to the vest when it comes to finances and internal issues. It’s also about the privacy of shareholders and legal protection. Any information that’s in a document can become part of litigation down the road. (That restriction of information can also work if your favor. For example, if you're behind in your maintenance, you probably don't want your entire building finding out.)
You need an experienced eye
Richard Klein, a partner at the law firm of Romer Debbas who represents dozens of co-op and condo buildings as well as prospective buyers, says he advises boards to keep minutes “as sparse as possible. Not detailed at all.” (Ironically, he does so in part to protect his clients from lawyers like him when he’s representing a person who wants to buy in.)
Daniel Wollman, CEO of property management company Gumley Haft, says that some co-op and condo boards are more forthcoming with information meeting minutes, out of a desire for increased transparency. However, no set of minutes is going to provide a lot of detail.
Which is why you need to have a lawyer who a) is able to read between the lines of meeting minutes and b) knows what questions to ask about what they see there.
“You’re looking for red flags on quality of life issues,” says Klein. (FYI: Some attorneys will farm out this task to paralegals. Ideally, you want an experienced eye going over these minutes, so it’s worth asking if your lawyer will personally do this due diligence.)
What your lawyer should look for and ask about
Here are examples of what your lawyer should be looking for, and asking about in co-op or condo board meeting minutes.
- Who is in attendance: Are all the board board members there? Is the property manager? Are there some board members that are repeatedly absent?
- If a contractor is present: Is there major work planned? “Are they getting a new roof? It might not be in the minutes, but you want to inquire,” says Klein.
- If an attorney is in attendance: Is there some kind of litigation pending or ongoing?
- Is there mention of a commercial space? Is a tenant leaving? If so, that loss of income could result in an increase in maintenance, says Wollman.
- If a shareholder is present, why? “Is there some problem the property manager is not responding to? Are they there because there is a dog barking?” says Klein. Is there an especially loud resident? An unsanctioned smoker? (Wollman adds “hoarder” to that list of potential issues.)
- Is there a mention of a capital project—a major long-term expense—but no specifics? That’s something you want to get to the bottom of.
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