You Want To See What? Access To Co-op and Condo Documents

You Want To See What?
It’s a fact of life: with big purchases come big reams of paperwork. For co-op shareholders and condominium unit owners, that can mean hundreds of pages of documents outlining everything from the financial status of their residential community to how their common areas are to be shared.
From time to time, unit owners and shareholders may need or want to access those documents or get new copies of the materials originally provided to them at closing. It may not always be possible to share each and every piece of paper involved in the governance of the co-op or condo itself, but for most communities, the goal is still to make those materials as freely accessible as possible.

What’s in the Documents?

The most basic of the documents that unit owners or shareholders may want to see are those that govern the form and function of their condominium, association or co-op. For condos, those documents comprise the “declaration and bylaws and rules and regulations,” says attorney Howard S. Dakoff, a partner in the Community Association Practice Group at the law firm of Levenfeld Pearlstein, LLC in Chicago.
Nicholas Marin, CMCA, AMS, of the Wesley Realty Group, Inc., in Evanston, also includes “plats of survey and all amendments,” to the list above for condominiums. “All of these documents are official and recorded at the local recorder of deed’s office,” he says. “The Illinois Condominium Property Act provides in section 19 that the board of managers of every association shall keep and maintain these documents. Usually, if the board of managers hired a management company to manage the association, the management company keeps and maintains the documents at its office.”
In addition, says Marin, “the rules and regulations are often taken as part of the basic governing documents of the association. The rules and regulations usually provide more information to the member of the association on the day-to-day operations of the building, such as moving, delivery, quiet hours, number of pets, parking, storage, etc.”
For co-ops, the governing documents are the “corporation’s bylaws, proprietary lease and rules and regulations,” Schneider says.
One other variation for co-ops, says Brad L. Schneider, CPA, president of Elmhurst, Illinois-based CondoCPA, Inc., are trust documents, if the co-op was originally set up as a trust. All of these types of governing documents, including the trust materials, “should be made available to owners through the management office or online, if that is an alternative,” says Schneider, whose audit accounting and tax services company also has offices in Florida and California.
When it comes to governing documents, whether for condo or co-op, accessibility is important. “They should be kept in the management office to give to every new unit owner,” in the case of a condo, “or at least have them accessible via the website,” says Schneider. “Some associations will charge for any copies if produced as part of the closing process via online document companies.”

Always Changing

Because documents can be fluid in nature and updates can mistakenly be forgotten, it can be helpful to keep secondary copies. “I have seen management companies providing incorrect or incomplete documents (non-recorded documents, for example) as official documents,” says Marin. “Board of managers should always keep a copy of all the official documents and records of the association, even if a management company maintains them.”
It is also important for everyone in charge to ensure that governing documents are kept in line with changes in law. “In the case of a condominium,” says Chicago real estate attorney Barry Kreisler of Kreisler Law, P.C., “it is frequently required to also look at the Illinois Condominium Property Act, as frequently amendments to the Act supersede provisions in the declaration, so the older the condominium declaration, the further it may vary from the law. The elected secretary of the association should maintain these records.”
The fluidity of official documents also is impacted by amendments to those materials. “Those amendments should be kept with the original documents,” says Schneider. “Amendments to the documents will be available to current owners since they will need to vote on any changes.”
It is also helpful to share copies and notifications of amendments to all residents, including those who may not have taken part in the voting.

Beyond the Realm

Above and beyond the usual governing documents, there are scores of other materials that residents and shareholders may request to see from time to time. These other documents may include books and records of accounts; business records such as contracts and building reports; corporate records such as a board meeting minutes or unit owner meeting minutes; copies of filed litigation or governmental body notices of violations, says Dakoff.
In addition, Schneider also lists, “owner files with copies of important documents for each unit. This is especially important for cooperatives.”
Financial and business records requested, Schneider says, may also include “paid invoices, bank and investment statements, general ledgers, disbursement listings, unit owner history of charges and payments, financial statement—whether monthly, quarterly or annually—listing of amounts due to the association and amounts payable by the association, unpaid invoices, employment records, corporate tax returns, audits and employment tax returns.”
While managing agents, board secretaries and others in charge will keep copies of all of these materials and more, the documents themselves may not always be instantly available for review or reproduction by residents and shareholders. And in most instances, those restrictions are a matter of law.
For co-ops, for example, the Business Corporation Act, under Section 7.75, states that “any person who is a shareholder of record shall have the right to examine, in person or by agent, at any reasonable time or times, the corporation’s books and records of account, minutes, voting trust agreements filed with the corporation and record of shareholders, and to make extracts therefrom, but only for a proper purpose.”
That “proper purpose” phrase means that shareholders cannot just walk into the manager’s office and request six years of financials in hand before lunchtime. The section goes on to state, “a shareholder must make written demand upon the corporation, stating with particularity the records sought to be examined and the purpose therefor.”
For condos, the same basic principle holds true, according to Section 19 of the Condominium Act. Residents must request in writing the main documents such as the declaration, plats and bylaws; the rules and regulations of the association; the articles of incorporation, if the association is incorporated; minutes of all board meetings for the past seven years; and all current insurance policies. Management must produce these records within 30 days.
For other items, such as contracts and leases; names and addresses of voting members; ballots and proxies; and the books and records of account for the current and past 10 years, the request requires more back-up and heft to it. The law states that any member of the association has the right to look at and make copies of these types of documents, but, while any member of an association shall have the right to inspect, examine and make copies of the records described, the request must take place “in person or by agent, at any reasonable time or times but only for a proper purpose.” And there’s that “proper purpose” phrase again. Without the written expression of that purpose, management often are forced to deny access to those records.
The only exception is in the City of Chicago, where, for condominiums, “an ordinance allows for examination of association financial records without the statement of proper purpose,” says Kreisler.

Just Say No

While the list of available documents is a long one, not every piece of paper is —or should be—accessible to unit owners and shareholders. There are certain types of documents including, says Marin, those “related to unit owners’ ledger and past due; violations of rules and regulations; pending litigation and/or litigation” that should and must be kept confidential. “The board of managers should seek legal counsel prior to disclosing such documents to any member or outside parties,” Marin adds.
Be transparent but with a caveat. While there may be thousands of words of regulations governing the sharing and availability of governing and other documents, it can be extremely beneficial for boards to try and remain as open as possible with residents when it comes to sharing information. It is important, though, for integrity and legal health of the co-op or condo to ensure that all rules and regulations for the disbursement of this information are observed, in both the spirit of the law as well as the letter.
To improve accessibility and ease of use for residents, Schneider suggests using the Internet to post and share documents. Making these materials available online, preferably under secure password protection, can help build trust between board, management and residents while at the same time enhancing convenience for residents, allowing them to secure information on their own without having to contact their building or community’s management firm.
As seemingly innocuous as documentation can seem, tension can escalate quickly between boards and residents when this subject is called into question. Rarely, written materials can be used or shared inappropriately by residents, making board members and managers skittish at times about providing them.     That, in turn, can lead to frustration among other residents who want access.
An ideal opportunity to share information and documentation in an open, straightforward manner is at the annual meeting. At the annual meetings, Schneider says, information shared often includes “a listing of candidates running with their backgrounds as described by the candidate; the annual audit, if the timing of the annual meeting is appropriate; a copy of the upcoming budget, if appropriate; and a summary of upcoming projects being considered by the board.”
In general, openness and trust go a long way toward building a happy and well-adjusted community of shareholders or unit owners. And part of that trust comes from establishing enduring guidelines early in the life of a building, stating clearly and often who can get what documents, when and how. Once expectations are set, there should be no surprises for anyone involved.
By being forthright, setting expectations and providing easy avenues of access, the problems involved in unit owners and shareholders requesting information or documentation should be few and far between.
This holds true especially if residents understand that certain information just cannot be shared, for ethical reasons and the wellbeing and peace of mind of fellow residents. It is important for individuals to know, though, that their board members and managing agents have a plan in hand should the need to see, read and understand important documents should ever arise.    
Liz Lent is a freelance writer and a frequent contributor to The Chicagoland Cooperator.

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