Page 18 - NJ Cooperator Fall 2020

18 THE NEW JERSEY COOPERATOR —FALL 2020 NJCOOPERATOR.COM WE ADVISE, YOU SUCCEED accesspm.com NJ Offices Flemington, Edison, Paramus, Mt. Laurel 908.237.9900 PA Offices Lehigh Valley, Horsham 610.791.1600 SINCERE Est. 1989 ration, one or more board members can participate by means of a conference tele- phone,” he continues. “The stipulation is that all persons meeting season, which was delayed from must be able to hear each other at the its usual May/June time period, may be same time—so a Zoom or other type of challenging. Having Zoom annual meet- group video call certainly complies with ings for smaller buildings isn’t difficult, this provision. As a result, the vast ma- jority, if not all, of the boards I represent with 200 or more units may find an annu- have been meeting through some type of al meeting video call a challenge. Collect- video chat platform since March,” notes ing proxies and ballots also will be differ- Freedland. With many people being ent. Handing documents to a person at a away for the summer—whether on their meeting is much easier than hundreds of usual seasonal retreats or with a specific people emailing, faxing, or mailing them COVID-related impetus—virtual meet- ings have allowed boards to continue to a seven-unit building, and it was flaw- obtain quora and conduct business while less—but the greater the numbers, the members are away from their usual place more room for complications.” of residence. Freedland notes an important consid- eration about meeting virtually: “I have virtual format? Shapiro has a hybrid so- not seen any bylaws personally which lution. “With some boards, I’ve set up a restrict this type of meeting, but that’s not to say that they may not be out there,” he cautions. “So check your by- laws and certificate of incorporation.” The Annual Meeting Most residential communities meet at least once a year to elect officers, conduct business that requires com- munity input, and keep shareholders and owners abreast of what’s happening with their most im- portant investment—their home. It is one of the primary duties of the board to hold an annual shareholder or owner meeting, and in virtually all states, these meetings are mandated by law. Traditionally, these meetings are held in person, indoors, and there are certainly times when they can become loud and confrontational—all of which increases risk of COVID-19 trans- mission. So what options does a respon- sible board have to fulfill its duty under the law while still being mindful of public health? “Most of our clients are doing remote meetings, either by Zoom or Microsoft Teams,” says Florio. “I do have some that have done in-person meetings, but have held them outside in a parking lot or out- side the clubhouse while maintaining so- cial distancing. They are using masks, but not uniformly. One community in North Jersey instituted masking as a require- ment. One resident is fighting it.” Like Shapiro, Florio strongly recom- mends that associations amend their bylaws now to get electronic voting and meeting language into existing docu- ments, because doing so will make Rad- burn requirements easier to uphold. Most of Freedland’s clients have moved to virtual annual meetings as well, he says, “Though I do think the upcoming annual but I think some of the larger buildings back. I had a Zoom annual \\\[meeting\\\] for What if a community can’t—or won’t—hold their meeting entirely in a procedure wherein, as- suming the documents allow proxies, \\\[we\\\] appoint one person as the holder of a directed proxy for purposes of establishing a quorum and then a second vot- ing proxy for the in- dividuals who would have voted at the meeting. This must be done individually for each owner. If a unit is owned by more than one person, only one is necessary for proxy— no splitting votes be- tween, say, a husband and wife.” On the date of the meeting, the designated person opens the envelopes and counts them to first establish a quo- rum and then to tabulate the votes that determine the board election or any other voting matter, says Shaprio. “Often,” she continues, “I have been designated the proxy holder, and I’m the only one who knows who anyone voted for.” Shapiro stresses that if voting by elec- tronic means is already permitted by the corporation’s or association’s documents, then it should be pursued for purposes of the annual meeting. That said, she recommends maintaining a traditional voting option for residents who can’t or won’t vote electronically—those without computers or access to WiFi, for example. Even with electronic voting allowed, it may only apply to the vote itself, not to the quorum count, as recently happened in the author’s building. In his 54-unit co-op in Upper Manhattan, the quorum vote had to be conducted by paper ballot separately from the actual ballot for the board election. The annual meeting itself COMMUNITY... continued from page 8 “You do the best you can and think outside the box to keep stuff go- ing. You can’t just throw up your hands because of COVID and stop functioning. You have to fi nd ways to succeed.” —Ellen Shapiro