With the stay-at-home orders issued in the tri-state area, we are all adapting to a new reality. As social distancing works to slow the spread of the virus, we are all trying to get back to something that feels normal. For cooperative and condominium boards who are looking at the rapidly approaching annual spring meeting season the decision so far has been to postpone, postpone, postpone. However, we all know this is not a sustainable strategy.
With an eye on finding a resolution we gave some thought to how a cooperative or condominium can run an effective meeting without owners being physically present to participate. Doing so benefits almost everyone as those most susceptible to the virus should not be in the presence of anyone other than their household members and most everyone else would appreciate the chance to practice social distancing. Board members should not have to risk exposure to fulfill their volunteer duties, building staff have put their lives on the line enough already and the potential risks to outside professionals should be considered as well.
The Light at the End of the Tunnel
As we heard Governor Andrew Cuomo mention in one of his briefings, we should try to see this situation in some small positive ways – like how it has nudged us into more fully embracing available technology, which is something we honestly should have already been doing. In fact, the pandemic has made it clear that we should have all had the complete ability to work from home, just as we are finding our children are also able to learn virtually too.
We suspect that beyond when stay-at-home orders are lifted in New York, Governor Cuomo will extend the portions of New York on PAUSE that suspend specific requirements for annual ownership meetings. The suspended requirements include that prior notice must be given and that the meeting must be held at a physical location. These changes mean your board has the option to conduct a virtual annual ownership meeting. The idea of conducting the meeting virtually should not be something foreign to board members as more people have been using technology to tele-work and home school than ever before. After your first try, we think you will find that the annual meeting is enhanced and more effective in numerous aspects by going virtual.
Preparing for Your Meeting
The notice of the meeting, which is usually sent by hard copy, can be sent by e-mail to all necessary owners who have designated an e-mail address to receive notices. The notice should mention that the annual meeting will be held online in accordance with the governor’s executive order and good social distancing practices. Afterwards send virtual invitations containing the required links and related login information by electronic means to ensure everyone has access. These days it is almost expected that all owners and professionals can effectively use technology to join the meeting but be ready to provide assistance to anyone who requires it. You, or your property manager, probably already know who those persons are so do not hesitate to reach out them with offers to help if you think that may be appropriate.
As for the official and legal requirements of notifying owners of the meeting, boards can use any form of communication (post, e-mail, BuildingLink, or even your building’s Facebook group) to keep owners up to date.
We have also seen success with clients who have setup a way for owners to submit questions in advance of the meeting thus reducing the amount of back and forth that can sometimes derail it. Virtual meetings should not be run any differently. We recommend providing owners with the topics of board interest and asking them to submit comments and questions up to seven days before the meeting. That way, the comments and answers can be reviewed during the meeting instead of completed during the meeting, ultimately saving time.
To err on the side of caution, legal counsel should be consulted to ensure the meeting is held in accordance with by-laws and statutory requirements.
Using software like Zoom, ScreenLeap or Google Hangouts allows you to host your virtual annual meeting with ease. These programs have browser enabled use ensuring you won’t have to download a new program or application, allow for audio only participation via phone call so owners can participate even if they don’t have a smartphone, PC or laptop; and have a highlight feature that shows whoever is speaking. However, an experienced meeting host is the real key to running an effective and efficient meeting.
The host has control over attendees – they can mute everyone while reports are given, conduct elections, recognize (and un-mute) individual owners during a designated Q&A, exclude a participant who was not invited or is not supposed to be attending, and otherwise ensure the meeting runs as smoothly as possible. The effective use of the mute function is one of the most useful tools at the host’s disposal as it reduces annoying background noise and other interruptions that more unfamiliar users of teleconferencing may run into.
When choosing the software you want to use for your meeting carefully consider your objectives and whether or not the features offered will best help you meet them. We generally recommend Zoom because it has a lot of great features like the gallery view which allows you to view up to 25 faces on a PC or laptop, the ability to vote and more. If you choose Zoom, be careful to setup the meeting with a password as there have been reports of “Zoombombers” who, when they find a meeting ID posted publicly, join meetings and become disruptive. However, Zoom (and most other meeting platforms) provides additional safeguards, including requiring users to be authenticated so that should not be too much of a problem.
To allow owners access to the meeting, do not forget to post reminders with the meeting’s web address, including the meeting ID as well as the passwords.
Host Dress Rehearsal
Just like a regular annual meeting, board members will want a virtual meeting to run as smoothly as possible. No one wants to have long breaks spent trying to figure out technology issues. Therefore, we recommend that boards have a dry run in advance of the official meeting to test any security settings (passwords, authentication, etc.) and have the designated host practice muting, unmuting, giving another presenter control, and screen sharing; along with properly executing voting through the chat feature.
Zoom has best practices on their website, so take a look and see what else they recommend.
Conducting the Virtual Meeting
On the day of the meeting we suggest initiating the video conference 15 minutes before the scheduled start time. This should be included in the meeting notice and will provide time to iron out any access issues participants may have. Then start the meeting on time – everyone appreciates a well-run meeting and starting on time is important.
Boards should consider recording the meeting, something easily done with the programs we mentioned above and many others. If the meeting is going to be recorded, this should be mentioned prominently in the meeting notice, again in any reminders and other notices, as well as at the beginning of the meeting and when the recording actually starts. Note that recordings may become part of the legal record of the organization, with all the attendant record keeping and archival requirements.
Other thoughts to consider while preparing for your virtual annual meeting include
- Consider using a registration form or other means of taking attendance, such as a roll call or acknowledgement of each participant.
- Turn off the chat feature except during Q&A and voting. This eliminates cross talk and allows presenters and the host to stay focused on the agenda.
- The agenda and any other material to be shared during the meeting should be included in a PowerPoint or similar presentation and screen shared by the host and any other presenters.
Special Considerations for Elections
While for many annual meetings board elections are a quick formality, this is not true for all. To ensure compliance with board election policies and procedures, attendees must be given an opportunity to put forth nominations “from the floor”. Decide in advance how this is to be done – we recommend allowing chat and audio and including the chosen procedure in the meeting notice. The usual process includes all those on the ballot offering a brief statement of their background, qualifications, and vision for the building. Allowing nominees to take questions, while not an unreasonable approach, can significantly slow the process. The host should remain firmly in control during this part of the meeting and not allow it to get out of hand. When it comes time to vote, attendees should be directed to the chat room which allows them to privately cast their votes. A great benefit of Zoom is that chat room voting is automatically recorded. Setting the privacy parameters before starting the vote limits the disclosure of individual votes. The votes should also be directed to the designated inspectors of election. Again, ensuring these procedures run smoothly is a primary objective of the practice session(s).
It’s best to allow each participant to cast their vote privately. For those who will either not be participating via videoconferencing or are uncomfortable voting that way, we suggest enabling voting privately by e-mail to a designated e-mail address during the voting period. This will, of course, be necessary for telephone participants. Texting to a designated cellphone is also an option. Account for any ballots or proxies obtained before the meeting as the inspectors of election tally the results. Normal completion of the certification, and the announcement of results can follow.
Conducting virtual meetings can be beneficial on multiple levels. Costs of room rentals are eliminated and professionals (attorneys, accountants, engineers, architects, etc.) can easily participate in your meeting without wasting time traveling or waiting around for the relevant portion of the meeting to begin.
Most importantly, during these difficult times not subjecting staff and at-risk unit owners to a physical meeting helps us all.
The Czar Beer team is dedicated to providing timely, accurate information on all aspects of COVID-10 that affect our clients. However, as this is all developing quickly we are here to offer support in any way we can. You can email us at email@example.com or call 212 397 2970 with any questions you may have.