Q&A: Copies of Annual Meeting Minutes

Q Are shareholders entitled to a copy of the minutes of their annual meetings for their records?

—Conscientious Shareholder

“Shareholders are entitled only to access in order to inspect the minutes of the meetings, [but] physical copies are not a requirement,” says attorney Scott B. Piekarsky, with the Wyckoff-based law firm, Piekarsky & Associates.

A “In Streit v. Citizens Fire Ins. Co., 29 NJ Eq 21 (1878), the court held that the officers of an insurance company should not have denied any stockholder an opportunity properly applied for, to examine the minutes of the meeting of the directors. This holding is consistent and coextensive with the shareholder’s right as a common owner of the property of the cooperative. Allowing access to the minutes of the meetings keeps the board’s actions out in the open and transparent.

“For useful and comparative purposes, the New Jersey Condominium Act provides in part as follows:

N.J.S.A 46:8B-13 states:

At each meeting required under this subsection to be open to all unit owners, minutes of the proceeding shall be taken, and copies of those minutes shall be made available to all unit owners before the next open meeting.

“The Non-Profit Corporations statute provides for the same right of inspection (see NJSA 15A: 5-24.) The wording of these statutes only indicates that the minutes be made available. It does not specifically state that the owners are entitled to a physical copy. Having the minutes available to unit owners in the lobby seems to satisfy the ‘available’ requirement of the referenced statutes and case law.”

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