Giving condo board meeting minutes to buyer

Welcome back cc. From what I have heard and seen, condo board meeting minutes are have very little information if they exist. You can certainly get year end financials, which are the most valuable. Selling shareholder gets financials every year and should be able to provide that to you. Current financials or pending local law 11 work etc are shared during due diligence.

My coop would never send minutes electronically or let people make copies. Potential purchaser after having an accepted offer can study them at managing agents office.

You could always simply ask seller to produce the minutes as a condition of any offer if it's that important to you. Board will of course ignore a buyer at the offer stage but should be willing to accomodate a unit owner.

Thanks for the info. It is in a 90% sold new construction building, we are requesting them from the sponsor as we would be buying a sponsor unit. We're not concerned about the financials but wanted to see any potential mentions of construction defects, maintenance issues or potential needs for exterminators. I presume that kind of thing would at least have some mention in the minutes. The building has been some percent owner occupied over the past 2 years.

They would not put that in the meeting. Best to ask for verbal disclosure now and have them sign some type of disclosure before signing contract.

>>You could always simply ask seller to produce the minutes as a condition of any offer if it's that important to you. <<

Not sure whether it is different for condos but in a co-op I do know shareholders have very limited access to records such as board meeting minutes -- with the exception of the annual shareholder meeting minutes, which they have the right to inspect.

So you really could not make access to general board meeting minutes a 'condition' since the shareholder would very likely not be able to furnish these. You'd only be able to access board meeting minutes and other records during the due diligence period following an accepted offer.

I would significantly lower the expectation of disclosure in the minutes and rely on lawyer to get something in writing in contract.

The contract already contains the typical warranties. I guess we can ask lawyer to supplement. So you're saying if there are construction defects in a new condo, that would not come up in board meeting minutes? I thought boards often ended up suing developers for some type of defect or another to get money for repairs for the building.

Sponsor probably controls the board and most people are wary of putting information about lawsuits in the minutes even if filed as it only damages their value. My lawyer sends a written queationnaire the managing agent and pays them a fee to complete it. In addition, you can supplement the standard contract that the seller represents “no construction defects have been brought to their attention; no buyer has sued them for defects, no outstanding issues to get permanent certificate of occupancy etc”. Your lawyer should be familiar with this type of protections.

You can also stand in the lobby (tip the doorman) and try to chat up residents. I have done it.

Interesting--the managing agent doesn't get in trouble for giving away info about the building?

Squid, coop shareholders are not entitled to see minutes of Board meetings? What are the minutes for? My old coop sent them to all shareholders on a regular basis. Not much to read as others have alluded to but at least they felt there was a need to share.

Coop minutes are available to all shareholders legally if they visit managing agents office. From what I know, there is no legal obligation to make them available electronically. Lawyers on this board may know more. I am not sure if there is a legal requirement for the board to maintain minutes of condo board meetings as many of them rarely meet.

Under the UCC, shareholders of all corporations are entitled to view the "books and records of the corporation" upon proper notice. As such all Co-op shareholders are entitled to view records such as minutes of board meetings. However, as others have stated very few will allow such records to be photocopied or otherwise leave the premises of the managing agent.

However, I will also state that most boards that I know of sanitize the minutes of their meetings so as not to include information deleterious to the building. I cannot comment on the legality of this.

you should ABSOLUTELY demand to carefully review the minutes and have the seller attest to their accuracy. In those minutes you will discover building defects, mismanagement and pending or active lawsuits which will heavily weigh on the value and resale of your unit

you should ABSOLUTELY demand to carefully review the minutes and have the seller attest to their accuracy. In those minutes you will discover building defects, mismanagement and pending or active lawsuits which will heavily weigh on the value and resale of your unit

Good luck getting seller to attest to the accuracy of a board meeting if they exist!! Which world do you live in?

it is all in the minutes; the mismanagement, the lack of reserve funding, the construction defects, planned litigation, issues with enforcement of house rules etc. To not study the minutes is akin to buying a used car without checking under the hood. Keep in mind, the majority of new construction is defective and these defects make themselves known around 3-6 years after the building is completed at which time these boards are very unlikely to ever collect a dime from the sponsor, agents or others involved. Do your due diligence!

Wise king, What is the legal requirement for a condo board to meet and keep minutes? I know of several condos where minutes do not even exist as the board may not even meet. Even if they meet, they do not have to put all the details in the minutes.

Board meetings often don't reflect what occurred. Example: in my last Co-op the board decided that they wanted to be "more transparent" and sent the minutes out to shareholders (that lasted one whole month). At the beginning of the minutes it stated that all board members were in attendance. When I brought up one of the subjects which was discussed in the minutes with the Board President, his response was "Oh, I wasn't there for that."

There is guidance but of course there are transgressions. After all, the board may be covering their own tracks. At minimum, all ACTIONS taken by the board must be entered. https://cooperator.com/article/just-give-me-a-minute/full

"According to Andrew B. Freeland, an attorney with the Manhattan-based law firm of Rosen Livingston & Cholst, condo boards aren't as strictly bound by the BCL, but most follow the same protocols as co-ops when it comes to minute-taking and documentation. “While condominiums are not specifically subject to [the BCL,] it's often cited as a model for condominium governance,” says Freedland. “Unlike cooperatives which are corporations specifically governed by the BCL, condos don't technically fall within the purview of the BCL."

During the Great Recession, I was having trouble selling a SoHo loft, and I finally found a purchaser who wanted to see the board minutes. The board president's response was, "we don't really keep minutes; it's a small building, so if any issues come up, we just chat in the elevator."

Lack of reserve funding will show up in the financials (as will evidence of mismanagement, really) but the idea that the problems with shareholder down the hall smoking hash are actually going to show up in the minutes is somewhat optimistic. They may, or they may not.

ali r.
{upstairs realty}

CC, If you do not have a good lawyer, I have one who will fully investigate questions like you have with the managing agent during due diligence. Let me know if you need his services.

https://therealdeal.com/issues_articles/when-luxury-leaks/

30, Thank you for posting the link. Zenga one caught my eye as it is truly mis- marketing rather than a leak which can happen and is covered by insurance.

Receiving a judgment for your faulty condo will be extremely difficult for the following reasons:

1.statute of limitations, 3 years for negligence and 6 years for breach of contract, may have passed by the time you notice the serious defects ie mold, etc

2.dissolving LLCs, a common practice among sponsors whereby the LLC is dissolved and entirely depleted once the units are sold and the sponsor no longer controls them

3. a NYS Appellate court decision of May 24, 2017 rendering it no longer possible to go after a sponsor personally for breach of contract simply because he signed a certification in the offering plan

4. an extremely high bar for proving fraud which requires clear proof of intent

Thank you 300. We already have a lawyer and got some minutes (though sparse) but have added additional reps and warranties into our contract.