Frank Lovece in Board Operations on April 23, 2018
Spring is in the air, which means it’s annual meeting season at many New York co-ops and condominiums. The managing agent usually handles preparations: securing a venue; sending out notices, ballots, and proxies; coordinating with the accountant on the financial statement; and arranging with building staff to have tables and chairs available. But it may take a concerted effort of the board and the manager to ensure the all-important quorum. Without it, an official election cannot take place.
New York’s Business Corporation Law specifies that notices announcing the annual meeting must go out no more than 60 days and no fewer than 10 days before the event. So to ensure a quorum, it is wise to send the notice 60 days beforehand, giving residents plenty of time to clear the date. Send follow-up reminders 30 days and 10 days ahead of the scheduled time. Those should remind people about the proxy form – a document authorizing a specified person to vote in the owner’s stead – generally sent with the notice. Proxies count toward fulfilling the quorum. If they aren’t forthcoming, solicit them.
On the big night, get residents signed in quickly so they don’t get frustrated and either leave or take their frustrations out during the meeting. In larger buildings especially, a team of people should sign in the shareholders, suggests attorney James Glatthaar, a partner at Bleakley Platt & Schmidt.
The location, location, location of the meeting venue can make a difference. If the space is too small, too warm, poorly ventilated, or lacking enough chairs, you’re not going to have a smooth meeting.
“Get to the venue well in advance,” advises Dan Wurtzel, president of FirstService Residential New York. “If you get to the meeting a half hour in advance and something’s not right, you may run out of time [to fix things]. If you get there 60 minutes in advance, you have plenty of time to deal with any nuances and get them corrected. If the room’s too warm, find a way to cool it down. If tables aren’t set up in the right places or there aren’t enough chairs, there’s time to correct it.”
In his own condo, Richard Klein, a partner and the head of the co-op and condo department at the law firm Romer Debbas, went to a meeting recently where the room was too small. “It was very hot, and so people left,” he says. “If, at a meeting for a building I represented, I saw a lot of people leaving, I would adjourn the meeting and get our managing agent to find a nicer accommodation and reschedule.”
You want to give everyone a chance to speak, but you cannot let one malcontent hijack the meeting with an endless list of minutiae questions. There are both long-range and immediate ways of mitigating this. The former is to communicate with residents throughout the year; the latter is to set clear ground rules at the start of the meeting. “Distribute an agenda when owners sign in,” advises Wurtzel. “Managing expectations will create a sense of meeting organization. Then you have an order that is followed: reports by officers and, if necessary, committees; election and other voting (that is, amendments); and close with a Q&A.”
But first things first: the main purpose of the meeting is the election, and you can’t have one if you don’t have a quorum.
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