Q&A: Board Operations and Voting Procedures

December 23, 2015

The Cooperator
By Justine M. Martin

Montgomery McCracken associate Justine M. Martin
was featured on The Cooperator in a Q&A article on board operations and
voting procedures.

Q. At our annual meeting, four of five board
officers’ terms were expiring. Nominations for reelection of these same four
officers came from presiding officers. I researched Robert’s Rules, as well as
our bylaws, and I did not see anything regarding this matter. My second
question refers to how votes are being recorded and counted and if a conflict
of interest exists in this area. In our building, the votes were counted by
only one person from the management company. Can you advise me regarding
whether or not either of these issues are allowable? Is this legal?

                        —One Man, One Vote

A. According to attorney Justine M. Martin, an
associate at the law firm of Montgomery McCracken Walker & Rhoads, LLP in
Manhattan, “The answer to the question depends on the bylaws. With respect to
the nomination process (and we assume the questioner is referring to the
nomination of board members, as opposed to officers, who are elected by the
board), unless otherwise stated in the bylaws, any shareholder (in a co-op) or
unit owner (in a condo) can nominate any eligible candidate. Moreover, unless
the bylaws contain term limits that would be violated if a particular candidate
were to be elected, there is no limit on the number of terms of office, successive
or otherwise that a member of the board may serve. Therefore, unless the bylaws
expressly provide otherwise, the nominations for reelection would appear to be


To view the full article, click here.