Dean Roberts, Norris McLaughlin
What has the pandemic wrought? Well, many things, bad and less bad, but in the co-op condo world, it has ushered in virtual annual meetings, which present boards with new challenges. So let's just start before the annual meeting is held, and you have candidates for the board. How do you introduce them virtually?
Well, as Lincoln once said, as we begin anew, we must think anew, and that has really been true. A lot of co-ops have candidates’ nights, where they have a community room, people come down, and they have big arguments, and usually the same six people show up with their snarky questions. Funny enough, the pandemic has done some good by forcing co-ops to upgrade their candidates’ nights and their annual meetings for a video format, which has increased shareholder involvement in the process.
So we have created a system whereby each candidate gets to record a three-minute video of themselves, and then we have a virtual candidates’ night, where a moderator reads questions that are submitted in advance. It's basically a recorded Zoom meeting that is then put on BuildingLink or the building's webpage, or some platform where shareholders can watch it at their leisure. And what we've learned is that more people do the virtual candidate tour than ever showed up to candidates’ night.
So when the candidates record their three-minute commercial, they're doing that on their computer.
Yes. Different co-ops have done it differently. I have a particular co-op with approximately 900 units that has a very gifted webpage person on the election committee, who has become their defacto producer, to everyone's great benefit. The candidates actually got some polish, and while the videos are mostly TikTok and YouTube quality, the message gets out.
Okay, so now we have our candidates, and it’s time for the board to set up a remote annual meeting. And what have you learned about running these in your clients’ buildings?
It is a work in progress, and it's different in every situation. I can't say that there is “the answer,” because it is in many ways driven by the demographics and size of the co-op. I had a 40-unit building that had a Zoom meeting, and little Miss O'Leary, who doesn't have a computer and doesn't want to know these things, just made arrangements to have somebody's teenage son set her up while being compliant with the Centers for Disease Control’s requirements. It was very communal. I had a 900-unit building that also did a virtual board meeting, but what they did was they have it online, and the board and professionals and other people spoke like they normally do, but with no audience, sort of like the NBA. The meeting was recorded, and people could then drop in and view that. And again, you ended up with higher attendance.
How did people get to ask questions?
There was a period where you could submit your questions that lasted right up until a few days before the meeting. Any shareholder could submit a question and they had a drop-off box in the management office and an email address you could send it to. One surprise benefit of that process is that you don't get blindsided with oddball questions; another is that you have the ability to group questions. If there were six people asking a plumbing question, you can refine their questions and put them together, so instead of answering the same question six times, you can address them all with just one answer.
As for the vote, again, there's nothing that occurs physically from the floor. The election is run through proxies and online voting, or in this co-op's case, they did telephone, email and proxies to secure a quorum.
And if there were shareholder factions who did not like the board or thought the board was crooked and wanted to bring that up at the annual meeting, would they be silenced?
Not in the sense that they can ask the same questions through the Q& A process as they would have been able to ask from the floor. There was an issue at this co-op that was problematic, in that most people wanted a certain capital project upgrade, and a few people – I won’t even say a faction – were upset about that. And the co-op, to its credit, had engaged in a long, protracted, informational process before the project started. But it started right along with COVID-19, so it became much more complex, and some shareholders were very unhappy about that. These people were able to circulate their opinion through the co-op, and their questions were taken at the meeting and were answered. But yes, there is a potential for silencing a minority if a board really wants to, but you don't need the virtual world for that to happen.
What are some of the top things boards should consider, remember and implement if they want to do virtual
Understand your community, know what works and what's not going to work. Again, if you have 40 people, you can make a Zoom meeting work. If you have 900, it’s not so easy. Look for people in your co-op who have the technical ability to help, as it requires even more planning in the sense that it's a new way to do an old thing. Annual meetings have been around since the dawn of time. This is a slight variation of it, and there's things you just have to do differently, but as with anything, it’s all about attention to detail.
And I presume some of the professionals, whether it's lawyers or managing agents, can be helpful?
Yes, absolutely. We actually have a whole protocol set up to do these annual meetings, because the April, May and June shareholder meetings did not happen. So we’ve been having virtual meetings every night now to make up for it, because people have come around. There's a real need to hold these meetings, because you want the electoral process for the boards to occur.