For any co-op or condo board director preparing for the annual meeting, the following scenario is probably familiar. You've mailed the notices and proxies according to the timeline laid out in the building's bylaws. You may have even sent a second reminder. You've mentioned the meeting to folks as you've passed them in the lobby on the way to and from work, and have posted a notice in the hallways as another reminder. Come time for the meeting, you take your seat in the lobby, board room, or rented hall. You greet your fellow directors as they file in, reshuffle the papers in front of you, check your watch, and fold your hands. And then you wait. And wait. And wait.
If silence truly were golden, then, in a just world, the deafening roar of shareholder apathy when it comes time for the annual meeting would be considered legal tender, to be deposited directly into the private bank account of every board director who has been ignored at annual meeting time.
For nearly 20 years, the directors of the 200-unit garden apartment Bay Terrace Cooperative in Queens have tried almost every imaginable tactic to get their shareholders to show up for their annual meeting. The session is held in the springtime, when it is warm. The meeting is held at the auditorium of a local school, P.S. 169, two-and-a-half blocks away - near enough to walk to and spacious enough for all the shareholders to be seated in comfort. The event is catered, with coffee, Danish, and muffins. And, last year, the board went as far as purchasing travel mugs for all the shareholders, to commemorate the co-op's 50th anniversary.
The result? The board got its quorum, but just barely. That happens maybe three out of four years, says Warren Schreiber, the treasurer of the co-op board. And his board considers itself a success story.
While getting a quorum can be a mixed blessing - after all, a lack of interest can be equated with there being only a few problems or perceived problems in the building - board members are obligated to build a quorum for two reasons. First, they need to know what the temperature of the building's shareholders is to be able to make the right decisions. Second, they require a quorum legally to hold an election. If there is no election, there are no new directions. “Some people stay in office forever,” says Schreiber. “We don't get new blood in.”
Over at Avi Horwitz's 234-unit cooperative in Manhattan, the Toulaine Owners Corporation, the board members have learned the hard way that there is only one surefire method to get bodies in the seats: lobby, lobby, lobby. You have to get out the vote, points out Horwitz, a board member for the past 12 years who is serving a second term as president. “You get people by going door-to-door, by staying in the lobby to talk to people.”
Another way to get shareholder attention “is to propose something controversial” for the agenda, says Horwitz, like a massive maintenance increase or a radical lobby redesign, “something that you know has no hope of passing” but will get people there. “It's not necessarily the best way to do it, but it does work.”
The problem is that “people are apathetic when they are happy,” says Kelly Brier, executive director of the New Hyde Park-based vote tabulation company, Independent Tabulators, which runs elections for co-ops and condos. “When a building hasn't got a very large turnout, a lot of times it really means the shareholders don't see any reason to attend. They are fine with what's going on.” Conversely, when a great number of people show up, it usually means something significant is going on, such as a lawsuit or a fight in the building. “If people are upset, they are there - and a quorum is usually not a problem.”
Linda Gibbs, executive director of the Honest Ballot Association of Floral Park, Queens, says she has seen boards resort to all sorts of tactics to turn out the vote, from using food as a lure to holding raffles. Her organization, founded in 1908 by Theodore Roosevelt, has helped run elections at co-ops, condos, unions, and associations all over New York City, and the one familiar theme for the meetings in co-ops and condos is that it is very hard to get shareholders involved.
The company sends out the notices of the meetings with the proxies, creates the nomination forms, brings a voting booth and ballot box to the meeting, and tabulates the votes afterwards. Gibbs has attended many meetings that had to be adjourned because the board didn't have enough proxies or shares to legally hold the meeting. In that case, both Brier and Gibbs say that their organizations will continue to mail out proxies after the meeting until a quorum is met and a vote can be taken on new directors. In one Manhattan co-op, “we've done it [sent out proxy forms] three times,” says Gibbs. “The participation was awful, but we managed to finally do it.”
One way to draw shareholders' attention, notes Brien Gittens, director of the Voting Group, based in Queens, is to send out detailed information about the candidates up for election with the notice of the annual meeting and proxies. “Pictures and biographies of the candidates allow them [the shareholders] to read up on these people before they make a choice.” If, for some reason, a shareholder doesn't make it to a “candidates' night” before the election, the package of information about all the candidates gives the shareholder “an opportunity to know what's going on,” says Gittens. “It seems to pique their interest” and can increase turnout at the annual meeting itself.
But the most successful strategy that he's seen? “Notices,” says Gittens. “Notices posted throughout the co-op and condo, making everybody aware of what's going on.”
At the end of the day, that's what worked best for the board members of Bay Terrace Cooperative. After the board failed to get a quorum at its annual shareholders meeting several years ago, forcing it to table a set of amended bylaws, the board members went into overdrive, calling and contacting shareholders to get them to attend a second, special meeting to review and vote on the bylaws. Schreiber recalls the efforts: “We had a telephone bank. We called people and told them they had to come out to the meeting. We sent out notices every week, beginning five or six weeks before the meeting.”
After weeks of lobbying, by phone and in person, the board members won what they had failed to do at the annual meeting: they got their quorum and the bylaw amendments were passed.