Getting on the Board

MATTER OF SINGLETON V. MORTON

WHAT HAPPENED A group of shareholders of 303 West 122nd St, an HDFC co-op, challenged whether directors were properly elected at a special shareholders’ meeting, held on July 16, 2020. While there was some dispute as to his position at the time, and whether the notice of meeting was proper, the meeting had been called by the board president, who stated that almost two years had lapsed without a board election, and that the co-op was facing extreme financial difficulties. The primary dispute centered on whether there was a quorum at the July 16 meeting. The court focused on whether certain apartments should have been counted. There were four apartments where the shareholders were deceased and no estates had been formed. There was no representative appointed for any of the estates, and the apartments had not reverted to the HDFC. Under the facts of this case, the apartments should have been counted and, therefore, no quorum was present at the meeting. Accordingly, the election was set aside and the cooperative was directed to notice a new election within thirty days. COUNSEL: For Petitioner Joseph A. Altman / For Respondant Borah, Goldstein, Altschuler, Nahins & Goidel