Page 8 - Chicago Fall Cooperator 2020

8 THE CHICAGOLAND COOPERATOR —FALL 2020 CHICAGOCOOPERATOR.COM ings—at least in person. Meeting rooms quarters and raised voices (which aren’t are generally small and often poorly venti- lated. Even when people feel fine, or aren’t ings) are the conduit by which the virus is running a fever, there is the ever-present spread. So what options does a responsible danger of asymptomatic carriers spread- ing the virus. As a result, most boards have switched to virtual meetings, a trend that in al annual meetings as well,” says Freedland. actuality began well before the COVID-19 “I think the upcoming annual meeting sea- crisis. Andrew B. Freedland is a shareholder May/June time period, may be challenging with the law firm of Anderson Kill, with of- fices in Manhattan, New York. He special- izes in community law, governing co-op some of the larger buildings—those with and condominium properties. “Boards,” 200 or more units, for example—may find a he says, “have been permitted to meet via video call annual meeting a challenge. Col- conference-type call for a long time. Under lecting proxies and ballots also will be dif- Section 708(c) of the Business Corporation ferent. Handing documents to a person at Law, unless restricted by the certificate of a meeting is much easier than hundreds of incorporation or the bylaws, one or more people emailing/faxing/mailing them back. board members can participate by means I had a Zoom annual \[meeting\] for a seven- of a conference telephone. I have personally unit building, and it was flawless. But the not seen any bylaws that restrict this type greater the numbers, the more room for of meeting. That’s not to say that they may complication.” not be out there, however—so check your bylaws and certificate of incorporation.” That said, “The stipulation is that all per- sons must be able to hear each other at the some boards, I’ve set up a procedure where- same time,” Freedland continues. “A Zoom in (assuming their documents allow prox- or other type of video call certainly com- plies with this provision of the bylaws. As a of a directed proxy for the purpose of estab- result of that, the vast majority—if not all— of the boards I represent have been meeting proxy for the individuals who would have through some type of video chat platform voted at the meeting. This must be done in- since March. Many board members have dividually for each owner. If a unit is owned been away from the city during the sum- mer, and this type of meeting has allowed essary for proxy—so no splitting votes be- everyone to participate and board meetings tween, say, a husband and wife. On the date to have a quorum while people may be out- side of the city.” As for how to conduct oneself during a votes are counted, and we announce who is virtual meeting, Otto offers some tips for on the board. Often, I have been designated participants calling in: • Announce yourself when you join and knows who anyone voted for.” rejoin a meeting • Mute your phone if you need to cough ready permitted, then a building or HOA or speak to someone at your location • Mute your phone if there is back- ground noise, such as in an airport • Turn off your television, radio, and people who don’t or can’t e-vote—perhaps cellphone if it isn’t being used for the call • When you speak, state your first name internet access—are included in the pro- each time, unless you are the only person cess. Even with e-voting allowed, it may who called in • If you need to ‘leave’ the meeting, in- form everyone • Smile when you speak; it comes in upper Manhattan, the quorum vote had through in your voice The Annual Meeting Along with periodic board-only meet- ings, most residential communities also through Zoom. meet en masse once or twice a year to elect officers, conduct community business, vote on items requiring resident input, and by the pandemic, “I think keeping residents keep shareholders and owners abreast of engaged has probably been tough,” says what’s happening with their most impor- tant investment—their home. In virtually City in general, “Many buildings over the all states, these meetings are mandated by summer saw a significant number of resi- law, so holding an annual, public meeting is one of the primary duties of the board. Traditionally, these meetings are held in person, but in the age of COVID-19, close uncommon during these all-hands gather- board have? “Most of my clients have moved to virtu- son, which has been delayed from its usual though. Having Zoom annual meetings for smaller buildings is not difficult, but I think What if a community can’t—or won’t— hold their meeting entirely in a virtual me- dium? Shapiro has a hybrid solution. “With ies) one person is appointed as the holder lishing a quorum, and then a second voting by more than one person, only one is nec- of the meeting, envelopes are counted and opened. A quorum is established first, then the proxy holder, and I’m the only one who Shapiro stresses that if e-voting is al- should go with e-voting. That said, she recommends a combination of traditional and electronic measures to make sure that because of disability or lack of computer or only permit the vote itself, not the establish- ment of quorum, as recently happened in this author’s building. In his 54-unit co-op to be done by paper ballot separately from the actual ballot for the board election. The annual meeting itself was conducted online Potential Pitfalls During the profound upheaval caused Freedland. In Manhattan, and New York COMMUNITY... continued from page 6