The pandemic has complicated many aspects of building operations and annual shareholder meetings for co-ops and condos are no exception. As coronavirus cases spiked in the spring, buildings were given the option of postponing this year’s annual meetings but an emergency amendment to the New York Business Corporation Law now allows meetings to take place virtually.
However, that leaves some practical questions about how these meetings should be conducted. Mark Levine, principal at the property management firm EBMG who has handled dozens of virtual shareholder meetings since the pandemic pushed everything online, says it's a matter of getting comfortable with a few key tools.
"As we get practice, we’re getting better at it,” he says. He points out Zoom has some features that help the meeting go more smoothly. “Allowing all participants into a waiting room first, turning on the video camera and muting all participants upon entry into the meeting are all options that help to start the meeting on the right foot.”
A practice run
Having a dry run of the virtual annual meeting a few days before the actual event can thrash out any technical issues and questions ahead of time. When you are considering what platform to use, think about how many people you expect to log in, whether the host can control audience questions and comments and regulate the meeting. Think also about how you will display documents—for example, by screen sharing.
In an recent advisory note to clients, the law firm Armstrong Teasdale says boards should also consider the "likely ability of the shareholder population to be comfortable with and have access to the computers or other devices through which the meeting can be attended."
Levine says a dry run can get you familiar with online etiquette. "Practice entering the Zoom room, re-naming the display and learning how to mute and unmute and raise your hand with the software," he says.
One tip Levine recommends is that all participants rename themselves to include their apartment number. "This helps for neighbors to know who they are and also so that we can sign people into the meeting properly, ensuring a quorum is reached," Levine says.
A candidates night
The bylaws of most co-ops outline how candidates are nominated for the board. Hosting a virtual candidates night can be helpful, where only the people who are running for the board are on the call, Levine says.
At this separate meeting each candidate gets a few minutes to talk about why they want to run for the board. "This can be recorded and then sent to the shareholders or unit owners via email before the meeting," Levine says.
The right host
According to feedback from the shareholder meetings Levine has conducted, much of the meeting's success depends on the skill level of the host. You need someone leading the event who can mute and un-mute participants when needed, looking for those who “raise their hands” as well as the share screen functionality, if needed.
Having the accountant or attorney at the virtual meeting helps with the informational portion of the meeting says Levine.
Inevitably shareholders will need to vote on issues. Levine says this can be handled in a couple of ways. It could be done through a Google form where the shareholder or unit owners have access to the link and fill it out.
"We have created codes for each individual unit that has to match up on their ballot so we ensure that we have the correct person voting online when we can’t see them in person," Levine says.
Another option is to have ballots placed in a ballot box in the lobby or if there is a management office on site, the shareholders or unit owners can bring them down on a designated night, one at a time while social distancing. Companies like Honest Ballot have processes in place to help boards supervise and certify the voting process. Paula Waskover, the company's vice president, says as well as online voting which they facilitate, telephone voting has become more popular.
"It enables people who may not want to vote online an alternative to in-person balloting. It is also easy to follow voice prompts on the phone," she says.
Some unexpected benefits
When the co-op board interview went online, many buyers and board members told Brick Underground the convenience of doing the interview from their living rooms was one of the many benefits. The same may be true of shareholder meetings, which Levine says have been a lot smoother online.
"Because we’re taking out the travel time, chatting between residents in the meeting itself and any possible disruptions of people coming in and leaving the meeting, I’ve found that these meetings are a lot more efficient," he says.
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