Bill Morris in Board Operations on August 25, 2022
One of the few good things to come out of the COVID-19 pandemic, as far as many co-op and condo boards are concerned, is the popularity — and legality — of holding their annual meeting virtually. The shift has cut down on expenses paid to professionals, has streamlined the election process and increased participation by shareholders and unit-owners, who can now attend the annual meeting and cast their votes without leaving their apartments.
Yet some boards still prefer to hold their annual meetings in person, and a handful choose to hold hybrid meetings — allowing participation in person and virtually. This last group faces special challenges. To help meet them, a new webinar has been put together by Avi Zanjirian, a partner at the accounting firm Czarnowski & Beer, and Adi Regev, group product manager at Zoom. (The link to the webinar is here.)
“Our firm has been pushing virtual annual meetings,” Zanjirian says, “because they make life much more convenient for the professionals, especially property managers. And there are benefits to presenting the financial statement on a screen. Our presentations have been better received, and more people tend to participate in the meetings. But there’s been a push from some of our clients to do hybrid meetings. I’ve participated in hybrid meetings. Some have been fantastic, others were a disaster.”
To help avoid disaster, the 37-minute webinar walks viewers through three major problem areas:
Audio. “You need to invest in some technology — the right speakers and microphone — so that the in-person people can hear the virtual people, and vice-versa,” Zanjirian says. “If you have 100 people at the meeting, you have to have the right speaker.”
Questions & Answers. Having in-person attendees shout their questions has proven disastrous. Zanjirian recommends getting in-person attendees to write their questions on index cards, which the moderator can then read aloud. Virtual participants can send their questions via email, which the moderator can also read aloud.
The Election. Even if the board uses an election monitoring service, such as Election Buddy, Honest Ballot or BuildingLink, the tallying of electronic, in-person and proxy votes can get tricky. Zanjirian advises that boards leave the election open for 24 hours after the annual meeting so people can submit their vote electronically or in person.
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Czarnowski & Beer has about 200 co-op and condo clients. Of those, Zanjirian estimates that 90% of the boards have moved to virtual meetings, about 8% hold in-person meetings, and the remainder hold hybrid meetings.
Virtual meetings were first permitted under an Executive Order signed by former Gov. Andrew Cuomo, when the pandemic put an end to large public gatherings, and the meetings were an instant hit with co-op boards, shareholders and their professionals. Shortly before that order expired at the end of 2021, Gov. Kathy Hochul signed a law that made 100% virtual annual meetings legal. The new law, which amended the Business Corporation Law, the Not-for-Profit Corporation Law and the Religious Corporations Law, states: “The board of directors may, in its sole discretion, determine that the meeting be held solely by means of electronic communication, the platform/service of which shall be the place of the meeting.”
Zanjirian wraps up the webinar with this thought: “The hybrid meeting is not the best way to do an annual meeting. But these are ideas on how to do it effectively and efficiently.”
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