Page 14 - NY Cooperator October 2020

14 THE COOPERATOR — OCTOBER 2020 COOPERATOR.COM Providing Practical Legal Advice and Representation to Cooperative and Condominium Associations for More Than Forty Years • General Counsel • Residential and Commercial Real Estate and Leasing • Real Estate and Commercial Litigation • Mortgage Financing • Commercial, Corporate and Business Law • Comme • Mitchell-Lama Housing • Transfer Agent Services • Construction Law and Gas Conversions Jack Lepper: jlepper@kll-law.com Ronald Gold: rgold@kll-law.com Adam Finkelstein: afinkelstein@kll-law.com Fran Lawless: flawless@kll-law.com Fran L BEFORE AFTER all—of the boards I represent have been meeting through some type of video chat platform since March. Many board mem- bers have been away from the city during the summer, and this type of meeting has allowed everyone to participate and board meetings to have a quorum while people may be outside of the city.” The Annual Meeting Along with periodic board-only meet- ings, most residential communities also meet en masse once or twice a year to elect officers, conduct community business, vote on items requiring resident input, and keep shareholders and owners abreast of what’s happening with their most important in- vestment—their home. In virtually all states, these meetings are mandated by law, so holding an annual, public meeting is one of the primary duties of the board. Tradi- tionally, these meetings are held in person, but in the age of COVID-19, close quarters and raised voices (which aren’t uncom- mon during these all-hands gatherings) are the conduit by which the virus is spread. So what options does a responsible board have? “Most of my clients have moved to virtual annual meetings as well,” says Freedland. “I think the upcoming annual meeting sea- son, which has been delayed from its usual May/June time pe- riod, may be challenging though. Having Zoom annual meetings for smaller build- ings is not difficult, but I think some of the larger buildings—those with 200 or more units, for example—may find a video call annual meeting a challenge. Collecting proxies and ballots also will be different. Handing documents to a person at a meet- ing is much easier than hundreds of people emailing/faxing/mailing them back. I had a Zoom annual \\\[meeting\\\] for a seven-unit building, and it was flawless. But the great- er the numbers, the more room for com- plication.” What if a community can’t—or won’t— hold their meeting entirely in a virtual medium? Shapiro has a hybrid solution. “With some boards, I’ve set up a proce- dure wherein (assuming their documents allow proxies) one person is appointed as the holder of a directed proxy for the pur- pose of establishing a quorum, and then a second voting proxy for the individuals who would have voted at the meeting. This must be done individually for each owner. If a unit is owned by more than one per- son, only one is necessary for proxy—so no splitting votes between, say, a husband and wife. On the date of the meeting, envelopes are counted and opened. A quorum is es- tablished first, then votes are counted, and we announce who is on the board. Often, I have been designated the proxy holder, and I’m the only one who knows who anyone voted for.” Shapiro stresses that if e-voting is al- ready permitted, then a building or HOA should go with e-voting. That said, she recommends a combination of traditional and electronic measures to make sure that people who don’t or can’t e-vote—perhaps because of disability or lack of computer or internet access—are included in the pro- cess. Even with e-voting allowed, it may only permit the vote itself, not the estab- lishment of quorum, as recently happened in this author’s building. In his 54-unit co- op in upper Manhattan, the quorum vote had to be done by paper ballot separately from the actual ballot for the board elec- tion. The annual meeting itself was con- ducted online through Zoom. Potential Pitfalls During the profound upheaval caused by the pandemic, “I think keeping resi- dents engaged has probably been tough,” says Freedland. In Manhattan, and New York City in general, “Many buildings over the summer saw a significant number of residents who left the city,” he says. “Thus, communicating with shareholders has been a little more challeng- ing. Most buildings keep lists of email ad- dresses, and continu- ing the communications by email has been helpful for day-to-day business. While of- ficial notices usually must be mailed, they can be sent by a secondary means in addi- tion, which could be via email as a cour- tesy.” Shapiro offers an in-person alternative that some of her clients have successfully used. They held their meeting outdoors, to accommodate social distancing, and every- one wore masks for the duration. Owners brought their own chairs, the board had ample hand sanitizer on hand, and every- one was respectful of the limitations and understanding of the inconveniences of the current crisis. The one potential prob- lem point was the ability to hear others speaking. Passing around a megaphone or cordless mic obviously wasn’t advisable, so some residents brought their own. “You do the best you can and think out- side the box to keep stuff going,” says Sha- piro. “You can’t just throw up your hands because of COVID and stop functioning. You have to find ways to succeed.” n A J Sidransky is a staff writer/reporter for The Cooperator, and a published novelist. COMMUNITY... continued from page 13 “You do the best you can and think outside the box to keep stuff going.” —Ellen Shapiro