Planning Your Next Virtual Annual Meeting

For the majority of co-op and condominium boards in New York City – from Manhattan to Queens and Brooklyn to The Bronx – virtual annual meetings will be the new normal for the foreseeable future. Beyond annual meetings, there is a good chance that monthly board meetings will also continue to be held exclusively online.
 
At FirstService Residential, we understand the difficulties and concerns your board may have about relying on virtual conference software to conduct regular and urgent business. Your board is not alone in facing this new reality.
 
While online conference tools are not a new concept, cooperative and condominium boards are relying on these technologies more than ever as a result of New York State’s physical distancing guidelines. If you need assistance streamlining your board’s virtual communications, FirstService Residential is here to help make your transition as seamless as possible.
 
Click here to watch our most recent webinar offering best practices on hosting your next virtual annual meeting.

Maintaining Orderly Virtual Annual Meetings is Essential

By nature, virtual annual meetings tend to be more casual than in-person gatherings, because owners are participating from the comfort of their own home or personal surroundings. And while there’s nothing wrong with a more casual atmosphere, it’s still important to temper open communication with a clear agenda to maximize productivity and to maintain order and control.
 
Typically, the board president or designated host is responsible for keeping the meeting on track. This includes upholding established policies on civil discourse, talk-time “monopolizers,” and other examples of disorderly conduct. One advantage of virtual meetings that helps maintain order and prevent interruptive chatter or cross-talk is the ability of the meeting host to “mute” the attendees. The host can instead collect questions and comments in the program’s “chat” or “Q&A” feature. Discussions can always flow between members, but remember to keep an eye on the clock. It’s easy to lose track of time in a virtual setting.
 
For board presidents and meeting leaders, we recommend logging into the virtual annual meeting at least fifteen minutes before the scheduled start time. This will allow time to test the audio and visual connections and configurations of your device and avert any unforeseen technical glitches that can cause delays or interruptions. You want to make sure to troubleshoot potential issues before attending owners enter the meeting.
 
If possible, designate a technical director, either a member of the board or a trusted volunteer, to make sure that all of the owners and shareholders are able to access the video conference. The technical director can also be responsible for responding to questions or comments sent in the chat function of the selected conferencing platform to keep the board president or meeting leader focused on one singular task.
 
It’s highly recommended to schedule a prep meeting at least one week before the annual meeting with the technical director, all of the board members, the management team, and any professionals participating as “panelists” in the meeting. These panelists may include the co-op or condo’s attorney, auditor, engineer, architect, or a designer.
 
The prep meeting is also the time to walk through the procedural logistics and to develop a meeting game plan.

Key logistics to consider:

• How owners will register to attend the meeting
• How the shares or percentage of common interest will be counted to establish a quorum both virtually by those attending the meeting and by proxy
• How owners will be identified if their name is not displayed on the screen, especially owners who use their Smartphone to call into the meeting (i.e. only a telephone number or device name is displayed)
• Developing a meeting script with talking points, panelist presentations, transitions from one topic to the next and from one panelist to the next
• How documents will be shared with the owners
• How questions and answers will be managed
• How voting will be managed and how the votes will be tallied

A separate prep meeting may be needed with the Inspectors of Election to discuss how to manage proxies (a general proxy vs. a directed proxy ballot) when the owner virtually attends all or part of the meeting, and how this may impact quorum and voting purposes. These different scenarios are much easier to control when meetings are held  in-person where owners are monitored at check-in and check-out upon entering or leaving the meeting hall, conference, or community room in the building. However, these scenarios become more of a challenge when this process is virtual, especially when an owner’s identity is difficult to determine.
 

Choosing the Right Virtual Conferencing Tool for Your Building

There are dozens of virtual conferencing tools available for little to no cost. However, it’s crucial to take into consideration the unique requirements of your board, owners, and shareholders before committing to a product that does not accommodate your collective needs.
 
The most robust and accessible virtual conferencing platforms include Zoom, GoToMeeting, Microsoft Teams, and Cisco WebEx. Each of these platforms is available on mobile, tablet, and desktop devices and offers scalable subscription models. Pricing structure is tiered based on recording capabilities for distribution when a meeting has ended, number of attendees, the length of each meeting, and a host of additional technical specifications.
 
Below is a comparison chart to help you easily compare these four conferencing platforms. Click the image to enlarge.

Nominating Board Members & Casting Ballots

At FirstService Residential, we recommend nominating board members prior to the annual meeting. This will help keep things running smoothly for virtual board elections. Nominations taken from the “floor” during an online meeting will prove more difficult. You can include this request with your “Save the Date” notification for the annual meeting. You should consult with co-op or condo counsel to review these options based on what is provided in the by-laws.

Prior to the annual meeting, your board can consider holding a separate “candidate forum” meeting, during which board member nominees can present their credentials and better inform present shareholders and owners about their qualifications for the position.

If planned ahead, the online collection of votes is fairly simple. A greater concern is how to collect votes in a safe way that allows all shareholders and owners to be accurately represented. There are several ways to collect votes online and maintain an accurate and secure record of the votes.

One suggestion for your board is to create a secure email address designated solely for the collection of votes. Alternatively, boards can use a third-party voting platform such as Vote HOA Now or Honest Ballot which collect and securely tally submitted ballots in a timely manner for the unit owners and shareholders of your building.
 
 

Virtual Annual Meetings: New York City Laws & Regulations

 
While some by-laws may include provisions on how the annual meeting must take place, there are several factors that can override these requirements.
 
Regarding cooperative buildings, NY Business Corporation Law, Section 602 states that shareholders can attend a meeting by means of a telephone or through live video streaming.
 
For condominium boards and properties, the rules and regulations are less clear. If your by-laws or the Condominium Act do not specifically address virtual annual meetings, you can apply Section 602 to your condo’s virtual annual meeting as well.

While social distancing guidelines are in effect, your board should have legal grounds to conduct virtual annual meetings regardless of the By-Laws.
 

Webinar Recap: Virtual Annual Meetings - The New Normal

The transition away from in-person gatherings to virtual annual meetings may prove to be an unusual experience for boards and owners. At the same time, the unique benefits of virtual communication during these challenging times should not be ignored. Virtual meetings allow cooperative and condominium buildings to resume business as usual, and in some cases, expedite business matters and annual elections that would otherwise need to be postponed. Virtual meetings also present an opportunity to increase participation among shareholders and unit owners who previously were unable or disinterested in attending.
 
Watch a recap of our webinar Virtual Annual Meetings - The New Normal which reviews the following topics in depth:

• Legality of Virtual Annual Meetings
• Notice Requirement Changes
• Legal Process for Nominating Candidates
• Proxies vs. Proxy Ballots
• Video Conference Options
• Meeting Process: The New Normal
• Voting Process and How to Effectively Count Votes

There is no one-size-fits-all solution to virtual annual meetings. FirstService Residential is available to help boards, shareholders, and unit owners proactively identify the best available platforms and solutions to host virtual meetings at their unique properties for the foreseeable future. Contact FirstService Residential today for more information on how we can help your board host and coordinate virtual meetings.