The New York State Senate has amended the Business Corporation Law (BCL) to allow co-op shareholders to participate in meetings remotely, via live video stream or a conference call. The most obvious benefit of this is to make it easier for co-ops to reach a quorum at their annual meeting. In the past, remote attendance was allowed only if shareholders had previously agreed to amend their bylaws.
“What this does now,” says attorney Marc Schneider, managing partner at Schneider Buchel, “is say that a corporation may implement reasonable measures to provide shareholders not physically present at the meeting a reasonable opportunity to participate.” The amendment also allows these far-flung shareholders to vote electronically. Since the amendment was made to the BCL but not the Real Property Law, it does not apply to condominiums.
Teleconferences and streaming meetings where votes are not required are not brand-new. Mark Levine, principal of management company EBMG, has used technology to make special meetings more accessible. “I have, on occasion, had open meetings dealing with a special topic like construction or an update from management or the architect,” he says. “Because it’s not a meeting that’s going to have voting, we don’t have to check the quorum.”
An important part of the amendment is the requirement for “reasonable” verification. A board that wants to introduce remote meetings has to ensure that there is a way to verify the identity of each remote participant. “The reason why that's in the law,” says Schneider, “is because we don't want to essentially have somebody be able to vote for you when they're not you or they weren't given a proxy.”
But will boards actually take advantage of this leap into the 21st century? “I think it's going to take some time,” says Levine. “I think that part of the interest of the annual meeting is that it's also a community in its neighborhood. That's when everybody likes to get together and see who's there, see who's new to the building, kind of check in once a year.”