Your Co-op Missed Two Years of Elections — Now What?

The pandemic's impact on co-op and condo governance continues in 2025, with some properties still feeling the fallout from missed annual meetings in 2020 and 2021. In this conversation Cosmin Ardeljan, senior VP at All Area Realty Services, shares how some of his clients are now meeting the challenges of these missed annual meetings, including one Upper East Side co-op that faced potential legal action from shareholders demanding their voting rights. Habitat's Emily Myers conducts the interview.

Board directors will learn:

* How to handle missed annual meetings, including legal considerations and the importance of consulting counsel before skipping any required meetings

* Strategies for implementing staggered board terms after disrupted election cycles, including how to fairly assign term lengths based on vote counts

* The risks of not following bylaws, particularly regarding board validity and potential shareholder challenges

* Best practices for hybrid meetings as the new normal, including various ways to accommodate remote shareholders

* The importance of proper documentation and legal guidance when deviating from standard procedures during extraordinary circumstances

How To Run Your Building: For Co-ops and Condos

Transcript

Emily Myers: Welcome to Inside Track, a conversation with New York's leading property managers. I'm Emily Myers with Habitat Magazine and my guest today is Cosmin Ardeljan, senior Vice President at All Area Realty Services. The pandemic is thankfully in the rear view mirror, but the vestiges of the disruption it caused have lingered for many cops and condos.

While the move to hybrid or online meetings has been largely embraced, Cosmin, you've had buildings where annual meetings weren't held back in 2020, and even in 2021, and that disrupted voting. And in one co-op on the Upper East side, it even resulted in the threat of a lawsuit. Can you explain what happened?

Cosmin Ardeljan: That's correct. So as a result of the pandemic with the majority of shareholders being away, not in the building in many cases 2020 was skipped. A very few amount of buildings also skipped 21 for similar reasons. They hadn't had a return yet of the shareholders to the building. And there was even a threat of a lawsuit in one where a certain amount of shareholders banded together and tried to force an annual meeting to happen in order to not skip another year.

Emily Myers: So the board was threatened with a lawsuit for a breach of duty and not following the governing documents? What did they do? 

Cosmin Ardeljan: Correct. What they actually did was they went back to the governing documents and they did have an annual meeting at the year in question. 

Emily Myers: Okay. So the solution was to have the annual meeting, but were there not complications as a result of this delay?

Cosmin Ardeljan: The complications were more or less on the technical side as we shifted towards the hybrid setup. That really posed more of a challenge for the majority of buildings because most of them, to the point of the pandemic, were used to hosting meetings onsite or in some sort of other venue, but in person.

And the hybrid setup brought the AV technicalities that came with it, and that sort of was the point where some complications were experienced by several buildings. 

Emily Myers: But the building had missed important elections. 

Cosmin Ardeljan: Right. And in the instance where they missed elections, the building turned to counsel to seek their opinion on what the ramifications were.

And the majority of buildings received a response from their attorney that, given the extreme circumstances of the pandemic, it was okay for them to skip a year at minimum.

Emily Myers: By missing board meetings, presumably some of the buildings also missed the voting deadlines to bring in new board members? Did that present complications? 

Cosmin Ardeljan: Yes. This goes to the conversation of staggered terms. What they did was when they reconvened and elected a new board they restarted the staggered terms, but they had offset them so that the owners or shareholders who received the highest votes received a full term, the ones who received lesser votes, but were still elected to the board received a shorter term and the ones who received the least amount of votes, but were still elected, received the shortest term. So in essence, what that did is that would restart the staggered term. So let's just say, for example, at a three year, two year, one year term.

So that reset the clock, for lack of a better term. 

Emily Myers: And did that help? Were shareholders happy with that solution? 

Cosmin Ardeljan: Yes. 

Emily Myers: And are there other situations where these staggered terms might be a solution? 

Cosmin Ardeljan: It may well be. I would think that the best thing for every building to do is to check with council and see if they should pursue that path.

But yes. 

Emily Myers: Have most of the buildings in your portfolio resolved issues with having skipped annual meetings? 

Cosmin Ardeljan: Yes, they have. 

Emily Myers: And is online and hybrid meetings being embraced? Is that helping solve the problem? 

Cosmin Ardeljan: It's the new normal. What we're seeing across our portfolio at this point is a request for hybrid meetings.

There are still many shareholders who are not in full residence, away, whatever the term is, and they are asking for a link. And very often, all the meeting is being held live. The board does something to accommodate them, whether it's some sort of simple AV setup or a dial in number or something where they can participate.

Emily Myers: And just going back to the central sort of question at the beginning where a building skipped the annual meeting, what are the risks or potential outcomes for not abiding by the bylaws? Including the legal and operational repercussions. 

Cosmin Ardeljan: There's always obviously a risk that they may be challenged.

Shareholders may question the validity of that board, among others, but that's, I think, the main risk that, there could be a challenge to to the board's validity. 

Emily Myers: So what are the takeaways here for other boards? 

Cosmin Ardeljan: I think the takeaways are that in the absence of an extreme event like the pandemic, continue to abide by your bylaws is obviously the best advice we can give anyone. And in the extreme were to happen again, like what happened during Covid, it would be to check with counsel and to make sure that whatever you are doing is advisable. 

Emily Myers: And the building that I mentioned at the beginning, there was a threat of a lawsuit, but presumably the solutions that they came up with meant that lawsuit was no longer a problem.

Cosmin Ardeljan: That's correct. 

Emily Myers: Okay. Is there anything else you wanna share? 

Cosmin Ardeljan: No, I appreciate, your time and appreciate the questions. I think they're very broad in the sense that, many buildings went through the same challenges. 

Emily Myers: Thank you so much.

Cosmin Ardeljan, senior Vice President at All Area Realty Services. 

Cosmin Ardeljan: Thank you so much.