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Q. I sit on the board of an Upper West Side co-op where all the members are very busy. I'd like to start hosting board meetings by Skype or some other kind of video-conferencing software. What would I have to do to change the policy? Would we have to get input from shareholders? What kind of notice would we have to provide other residents?
A. In the age of telecommuting and global travel, conducting co-op meetings by video seems like an easy solution for the overscheduled board member. But you’ll likely have to change your building’s bylaws first, our experts say.
Typically, co-op bylaws set out what constitutes a legal board meeting, and to change the language, you’ll usually need the directors and, in some cases, all the building’s shareholders to vote on the issue, says property manager Thomas Usztoke of Douglas Elliman Property Management. If shareholders are required to weigh in, you’ll often need a super majority voting in favor, he says.
“Older bylaw language may state a geographic place the meeting is to be held in—New York, for instance—[while] others may be silent,” he adds. “Either way, it would still be prudent to go through the processes mandated in the bylaws to amend the language to include something akin to ‘any meeting of the board of directors or any committee thereof may be held by telephone and/or video conference or other similar electronic means,’” Usztoke recommends.
That said, before you go ahead with the high-tech route, beware that there are some downsides.
“While I have sat on boards that have Skyped a traveling board member in, it is a less effective meeting format than when all members are present and becomes unmanageable if more than one board member is being Skyped in,” says asset manager and real estate broker Roberta Axelrod of Time Equities, who sits on many boards as a sponsor's representative. “In addition, there are sometimes technical difficulties which result in loss of image and/or voice reception, and arrangements need to be made so that handouts to be reviewed are scanned to the Skyped-in board member. In summary, while it's not impossible, it's not ideal.”
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