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BLOG / 04.16.20 /Eric P. BlahaandKenneth R. Jacobs

Coronavirus: CONDUCTING EFFECTIVE “VIRTUAL” ANNUAL MEETINGS

Spring Annual Meeting Season is Here! But how can associations run effective meetings without owners being physically present to participate?

Even though “social distancing” seems to be slowing the spread of COVID-19, we expect that Governor Cuomo will extend the portions of Executive Order 202.8 that suspend longstanding legal requirements that ownership meetings must be noticed and held at a physical location. How can a Board conduct an effective “virtual-only” member meeting, though, if it wishes to do so?

1.Notice of Meeting. The notice of meeting should be sent in the usual manner; it can also be sent by e-mail to all owners who have designated an e-mail address to receive notices. The Notice should (a) inform owners that the meeting will be conducted by electronic means only, (b) identify the method (Zoom, GotoMeeting, etc.) to be used and the hyperlink to enter the meeting on the appropriate day; and (c) request that owners provide e-mail addresses to the managing agent for future notices.

Assure members when you send the Notice that they can join the meeting using a PC, laptop, tablet, Mac or smartphone. Zoom also provides for audio participation only so that no one will be excluded. Proxies can always be sent before the meeting as well, either by mail or electronically.

Send additional invitations electronically to remind owners of the date and Zoom address, and post additional reminders with the meeting’s web address included. If possible, include the Meeting ID and password in case people enter from the website rather than the hyperlink.

2. Preparing for the Meeting. Consider sending the topics of the Board members’ reports to all owners by e-mail (and posting them on the website) 48 hours before the meeting, AND ask owners to comment or provide questions on topics to the Secretary by noon the day before the meeting. That way Board members are able to include the comment and answer the questions during the Board presentation of the topic. This also reduces observer comments. If someone wants to hammer their point – already made – the Chair can thank them and reiterate that “Board member xyz already made that point. Please only bring up new points, something that hasn’t been brought up previously.”

3. Conduct of Meetings. A properly hosted electronic meeting can be surprisingly efficient. Using a platform such as Zoom, voting during elections is streamlined as owners are directed to a “chat room” where they can all cast their votes simultaneously (and confidentially). The meeting host can mute all attendees while board members, management and accountants give reports and conduct elections. Similarly, the host can also recognize (and un-mute) individual owners during Q&A. The effective use of the mute function also reduces cross-talk and interruptions and allows for more orderly handling of questions from the floor.

4. Voting. Nominations can be solicited from the “floor.” Nominees may be introduced and given an opportunity to make a brief statement (if the host has muted mics, they can be unmuted). The host directs computer participants to the chat room to privately cast their votes.

Chat room voting is automatically recorded by Zoom. The host can limit disclosure of individual votes by setting privacy parameters in the chat room before the voting begins, so that votes are directed only to the host or designated inspectors of election. Any participant (including telephone participants) also may cast votes privately by e-mail to a designated e-mail address or by texting to a designated number. Proxies/Ballots received prior to the meeting are accounted for separately. Inspectors of Election tally the results, complete a Certification, and the results of the election are announced.

5. Practice Session. We recommend that the Association consider a practice session to familiarize participants in the use of Zoom or other platform of choice and how the meeting will be conducted. [Saturday Night Live recently performed a very realistic parody of first-time Zoom meetings, which we will not hyperlink.] Prior practice to reduce technical difficulties on the day of the meeting is likely to improve the overall day-of-meeting experience.

Boards may be pleasantly surprised that their Spring “virtual-only” owners meetings may be more effective on many levels.

If you would like our firm to host your Annual Meeting, please contact Eric Blaha at eblaha@sbjlaw.com.