ONE CO-OP, TWO COMPETING BOARDS, P.2

After Wynkoop returned from talking to a police officer, Taylor was gone, with Subramanyam claiming Wynkoop could not continue the meeting after assaulting Taylor, and that Taylor could not be in a "safety zone" with Wynkoop present. Wynkoop again asserted that the meeting had been adjourned, while Subramanyam asserted that the meeting would continue. Wynkoop stepped away, Taylor returned and Subramanyam continued the meeting and proceeded to vote their shares to elect Kyle Taylor, Hilary Taylor and Rajeev Subramanyam as the board of directors.

Wynkoop returned, again claiming the meeting had been adjourned. Taylor and Subramanyam adjourned the meeting, and at another location held a board of directors' meeting and elected Subramanyam president and treasurer and Kyle Taylor vice-president and secretary. But around the same time, Wynkoop held his own "adjourned" shareholder meeting without Taylor and Subramanyam, and elected a board consisting of him, Keske and Chester.

It's two boards! Two boards! Two boards in one!

There's more, including substantive issues over whether the windowless cellar had proper egress according to building codes. Judge Schmidt eventually held, on Nov. 7, that given the level of acrimony at the May 2014 meeting, the court, under Business Corporation Law section 619's authority to have him take "action as justice may require" — a lovely and wonderful phrase — would appoint a referee to act as inspector at an election to be held within 40 days.

If this sub-Calvinistic case teaches us anything, the most basic thing is: "Don't appoint yourself president and high poobah without an election." Another, based on the precedent Hong v 384 Grand St. Housing Dev. Fund Co., Inc., is not to conduct a meeting "in an extremely expeditious manner in order to avoid consideration of the votes of dissenters who were a few minutes late…" And finally, don't act worse than kids in a playground: Even the judge found it frivolous to call in the police — the grownup equivalent of, "Nyuh, uh! I'm tellin'!"

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