Q&A: Obtaining a Shareholder's List

Q A bunch of shareholders have been trying to get a copy of the shareholders list  for a number of different reasons but have been denied by the Board of  Directors every time. I have looked online and have called numerous state  agencies looking for any laws or rules governing this, but can't find any. Would there be any laws out there in reference to shareholder lists and who may  have access to them for a co-op?  

 —Cutting the Red Tape  

 

 

A “Cooperatives are a less common form of ownership in New Jersey than condominiums  or homeowner associations,” says Jennifer A. Loheac, a partner at the Morristown law firm of Becker & Poliakoff, LLP, “which is why understanding them tends to be tricky for owners. In a traditional  cooperative ownership, individuals purchased shares of stock in a cooperative  corporation, which held legal title to real and personal property. The owners occupied units through executing proprietary leases. With the Cooperative Recording Act of 1988, each purchaser of the cooperative  stock also acquired a real estate ownership interest, gaining an undivided  percentage interest in common elements of the project in proportion to stock  ownership.  

 “The governing documents for the cooperative will inform as to whether the co-op  was formed pursuant to the New Jersey Corporations Act or New Jersey Non-Profit  Corporations Act. Both acts contain nearly identical provisions pertaining to the inspection of  records by shareholders. The applicable inspection provision for the  Corporations Act can be found at 14A:5-28 and at 15A:5-24 for Non-Profit Act.  

 “The applicable provisions of either act provides that the corporation "shall  make available for inspection...records containing the names and addresses of  all members, the number, class and series of memberships held by each and the  dates when they respectively became members of record thereof, within 10 days  after demand by a member entitled to inspect them." The act further elaborates that those people entitled to inspect shall be a  member of the corporation for at least 6 months immediately preceding that  person's demand or be a person holding (or authorized by the members holding)  at least 5% of the membership of any class or series. Both acts allow for a shareholder showing proper purpose to appeal to the court  for inspection of records and other documents, irrespective of the  shareholder's membership tenure or percentage stock holding in the cooperative.”  

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