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Virtual Voter Identification

Board elections have always been somewhat of a production — with timely notices being sent, proxies gathered, and votes tallied. But the shift to virtual annual meetings has raised a new question: How do you verify that people voting are who they say they are?
Identity check. A typical virtual annual meeting is held over Zoom, and votes can be gathered via email, snail mail and ballot boxes in a common area. One way to ensure that those voting via email are who they say they are is to create a voter registration process. The Landmark Condominium in Port Chester, N.Y., did just that. It asked unit-owners to fill out a one-page form authorizing a specific email address that the unit-owners vote would come from. If the unit-owner wanted to designate a proxy to cast their vote, the proxy’s email address had to be designated. “We went to the community a couple weeks before the meeting and explained that they needed to set this up in order for their vote to count,” says Joe Nardo, president of Nardo & Associates, which manages the 199-unit property. “That email list was shared with the third-party company that tallied the votes, and we were able to announce the election results at the end of the meeting.”
Power of the pin. Some companies are taking advantage of individual PIN numbers to ensure voter identification. BuildingBoard, founded in 2020 and now owned by BuildingLink, sends invitations to shareholders and unit-owners via email and text that contains a unique PIN that they must include when submitting their votes. People who designate proxies have to supply their email addresses, and the proxy voters are sent a separate PIN. “Typically, proxies are other people in the co-op or condo, so they log in under their own PIN to vote for themselves, and log in again under the separate PIN to vote for the person who named them as a proxy,” says Zachary Kestenbaum, the CEO of BuildingLink. BuildingBoard also provides an audit trail, tracking the time and date of each vote.
Two-step verification. The online service EZ Election Solutions uses a two-step verification process. “All of our virtual meetings require advance registration, which we validate using the owner registry provided by the property management firm,” says Corinne Arnold, a managing partner at the company. People then receive a unique email link to attend the meeting, as well as a separate link to access election ballots. “We use 265-bit encryption to safeguard votes, the same security as major banks,” says Arnold, who is also board president at her Manhattan co-op. “I remember the days of counting and organizing hundreds of paper proxies and completing corresponding ballots, which was an onerous process. Email is much more secure — and convenient.”
Vote challenges.  Identity safeguards are even more essential when there are hotly contested elections. The Landmark Condominium’s board election that used the email authorization procedure was recently challenged in court by a slate of unit-owners claiming that the procedure was invalid. “The court found that it was reasonable and that the board acted in good faith,” says Evan Richman, a partner at the law firm Fleischner Potash who represented the Landmark board. It’s significant, he says, because it’s one of the first cases that interprets New York’s new statute that amends the Business Corporation Law to allow co-ops and condos to conduct electronic meetings and implement “reasonable measures” to verify that participants are indeed shareholders or unit-owners. “Buildings that are doing this or something similar can take comfort that there’s now a legal precedent saying it falls within the confines of the business judgment rule.”    
Still, according to Bruce Cholst, a partner at the law firm Herrick Feinstein, boards “need to put language in their bylaws authorizing these kinds of safeguards. That would give them even greater protection.”

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