Tom Soter in Board Operations on April 30, 2013
If you think that's impossible, talk to John D. Wolf, president of Alexander Wolf & Co. He remembers taking over the management of a cooperative apartment building and being startled to find that the co-op board didn't take minutes of its meetings. "They just never saw the need for it," he explains. "They just never took them." (He soon changed that.)
Or listen to another manager, in Yonkers, who reports he sometimes has trouble with boards that don't want to take minutes. "I'm no secretary," one board member after another would tell him. "They don't want to do it," he complains.
And it's not just small buildings that are lax in their record-keeping. "We're talking 100-unit buildings, 70-unit buildings, 50-unit buildings," says Theresa Racht, a partner in the law firm of Racht & Taffae. "These are not just the 10-unit buildings where everything is much more casual. These are big condos managed by respectable firms."
"You get the minute book and find there are zero minutes. It's as if the boards never met," says Racht, who adds that some buildings only have two or three months of minutes for the whole year — not because they didn't meet but because they "meet by conference call, and nobody's taking minutes. In the last year, I've handled a good number of condo purchases, and have run into a lot of these cases."
She points to 66 Leonard Street, where she reviewed the documents for a prospective buyer. Although apparently there were meetings held year-round, there were no minutes from August 2010 through October 2012, when Racht inspected the minutes book at the 43-unit condominium, and only four going back to October 2007. When Racht discussed the situation with the manager, Donna Auletta of Douglas Elliman Property Management, the two ended up combing through Auletta's notes from the other meetings to document the board's actions. "I had to spend an hour on the phone talking with her to get the information," she says. (Auletta maintains that minutes were recorded at the meetings, saying that "perhaps they were in another file. We believe that minutes are important.")
Minutes? Who Needs Them?
Why on earth would a co-op or condo board neglect to take minutes? "It's a silly situation and question," says Richard Siegler, an attorney at Stroock & Stroock & Lavan. "Even if you're not required to take minutes, why would you not?"
Why indeed? Abbey F. Goldstein, a partner in Goldstein & Greenlaw, tells the story of a cooperative in Elmhurst, Queens, that hasn't taken minutes in years, for what he says could be a number of reasons.
"There are pockets in Queens and Brooklyn where English is a second language [for the board and the building] and it becomes very difficult for them to write in English, let alone keep minutes," he notes, adding: "Some of them don't even know they're required to keep minutes. I haven't done a statistical analysis of this, but I would guess it's a greater problem in Elmhurst, Queens, than it is on Park Avenue in Manhattan."
To learn important, not-so-obvious ways minutes can work for or against you, watch for part 2 later this month or pick up the May issue of Habitat.
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