A White Plains co-op found a way out of the no-quorum quandary
Some call it a thankless task. But few have seen serving on a board as an endless one. Yet it can be. Take the case at the Surrey Strathmore cooperative in White Plains, where an annual ritual of proxy-hunting and shareholder-cajoling led to three consecutive years of meetings without an official green light to proceed.
Attorney Mark Hankin, a partner in Hankin & Mazel who is not affiliated with the property, has seen co-op boards throughout the city remain in office for ten years or more without a new election. Illegal? No – perfectly legit if not perfectly comfortable – because most bylaws say that directors will serve until the next election. The problem is if you don’t have a quorum, you can’t officially hold an annual meeting – and you definitely can’t stage a vote.
At the Surrey Strathmore, the solution to this dilemma came from a novel source: online voting. The board members, says treasurer Allison Keilman, were sitting around “just brainstorming about improving attendance, addressing responses to [a recent] survey,” and “I pitched the idea of online voting.”
When she was in college at the University of Virginia, her sorority Sigma Kappa used online voting to sort out issues in the house. It was easy to use, anonymous, and secure. What if the Surrey Strathmore did the same thing? Her fellow board members were intrigued, and the questions started to flow. How would it work? What would it cost? Who would oversee it? “There were some concerns in how we would actually follow through,” Keilman recalls. “Obviously as board members we can’t be running an election.” The selling point was ultimately Keilman’s observation that online voting would appeal to the younger shareholders, people who needed to be integrated into the life of the co-op but were busy with jobs.
Getting the green light from her colleagues to pursue the matter, Keilman researched websites and found www.electionsonline.com. The company, which offers secure, real-time tabulation of votes, seemed like the best option. It was relatively inexpensive and, more importantly, able to weight the voting. At the Surrey Strathmore, each of the 153 shareholders holds a different number of shares. The online voting company was able to weight the shares per voter and tally up the votes according to how many shares were cast for each candidate. Ultimately, the co-op was charged less than one hundred and sixteen dollars, about seventy-six cents per shareholder vote. The board chose the less expensive option of using the website’s e-vote express option, rather than hosting the election on the Surrey Strathmore website. The directors thought that using the company website “would have less glitches,” says Keilman. The board then turned to its attorney and bookkeeper to handle the details.
The cooperative’s attorney, James Glatthaar, a partner at Bleakley Platt & Schmidt, was just as intrigued by the idea of online voting as the board – it was an answer to the annual meeting morass that “just seemed so obvious, once you thought of it.” Glatthaar says that boards have the authority to use the technique.
“The whole process went very smoothly,” says Glatthaar. About a month before the meeting, the attorney sent a letter to each shareholder. It included the notice of the annual meeting, the general proxy, and directions on how to vote online. The directions said, in part, that “each shareholder can log onto the website as frequently as they [sic] wish. The Surrey ballot and biographies will be posted on the website: www.electionsonline.us/election. Each shareholder will have their [sic] own password which will allow them to cast ballots for directors... The password is valid for only one use, so a shareholder can log on as many times as they [sic] want, but can cast one ballot for up to seven candidates.”
The website would be open for voting a week before the annual meeting and close the morning after, to give everyone ample opportunity to participate. There was also an option that allowed for write-in candidates.
The success of the new system was proved on May 19, at the first meeting in three years to actually have a quorum. By the time it started – a little after 7 P.M. – 50 of the 153 shareholders had already voted. Online. There were 40 shareholders in the auditorium that evening at Mamaroneck Avenue School, across the street from the co-op.
The evening flew by. After a brief statement by Glatthaar, followed by comments from the board president and the treasurer, there was a vote to waive the reading of the minutes from the 2006 meeting, the last official gathering of the shareholders. In addition, all of the candidates waived their rights to discuss their candidacies (since their resumes were online). Then, after two questions from the audience, the annual meeting was over.
Some of the shareholders, while a little taken aback by the speed of the proceedings, seemed pleased by the pace. At past annual meetings, “we sat here forever” waiting for a quorum, says Martin McCarthy, who had voted online but attended the meeting anyway. How is the new voting system? “One, two, three – easy,” McCarthy reports. Shareholder Dorothy Nish agrees. A neighbor helped her log on and vote. “I said, sure, why not? So much simpler than all the paper balloting.”
But another shareholder, Evelyn Marens, worries about the lack of a human touch. While voting on the computer seemed “part of life today, it takes away the personality from people,” she observes. True, but first, you’ve got to get the people there – any which way you can.