BY JOHN KIRITSIS, ESQ., CPA, MBA, MS, JD, LL.M
Conducting virtual (online) annual meetings for New York City (NYC) cooperative buildings (co-ops) can offer a convenient and efficient way to engage shareholders while considering legal requirements and logistical considerations. Here are important points to consider when planning virtual annual meetings for NYC co-ops:
- Legal Considerations:
Review the co-op’s governing documents, including the bylaws and proprietary lease, to determine whether virtual meetings are allowed or whether they need to be authorized or amended. Some co-ops may have specific provisions that allow for electronic meetings.
- Emergency Orders and Regulations:
Consider any emergency orders or regulations issued by local or state authorities that impact the ability to hold in-person meetings. In emergency situations, there may be allowances for virtual meetings even if not explicitly stated in the governing documents.
- Notice and Agenda:
Provide timely notice to shareholders about the virtual annual meeting, including the date, time, and instructions for participating online. Distribute the meeting agenda and any relevant documents in advance.
- Technology Platform:
Choose a reliable virtual meeting platform that supports video conferencing, screen sharing, and interactive features. Platforms like Zoom, Microsoft Teams, or Google Meet are commonly used.
- Access and Security:
Implement access controls to ensure that only authorized shareholders and attendees can join the virtual meeting. Use features like password protection and waiting rooms to manage attendance.
- Quorum Requirements:
Determine the quorum needed for the virtual annual meeting to be valid. Some co-ops may have specific quorum requirements for electronic meetings.
- Participation and Voting:
Explain how shareholders can participate, ask questions, and cast votes during the virtual meeting. Provide instructions for using chat, Q&A, and polling features.
- Proxy Voting:
If proxy voting is allowed, clearly communicate the process for designating proxies and submitting proxy forms in advance of the meeting.
- Recording and Minutes:
Consider recording the virtual meeting for accurate minute-taking and record-keeping purposes. Keep records of attendance, discussions, and voting results.
Ensure that the virtual meeting platform is accessible to shareholders with disabilities. Provide accommodations if needed to ensure equal participation.
- Technical Support:
Offer technical support to shareholders who may be unfamiliar with the virtual platform. Provide guidelines for troubleshooting common issues.
- Test Run:
Conduct a practice session or rehearsal with board members or staff to familiarize them with the virtual platform and address any potential technical challenges.
- Engaging Agenda:
Craft an engaging agenda that includes updates, financial reports, board elections, and a Q&A session to encourage active participation.
Use multiple communication channels to inform shareholders about the virtual meeting, including email, newsletters, building notices, and the co-op’s website.
- Consult Legal Professionals:
Consult with legal professionals who specialize in NYC co-op law to ensure that the virtual meeting format and procedures are compliant with legal requirements and consistent with the co-op’s governing documents.
It’s important to stay informed about any changes in regulations or emergency orders that may impact virtual meetings. By carefully planning and executing virtual annual meetings, NYC co-ops can foster transparency, engagement, and effective decision-making among shareholders and stakeholders.
Citations, References and Potentially Useful Resources for Further Information:
New York State Constitution
Federal Securities Regulation
New York State Martin Act
New York Condominium Act
New York State Security Regulations
New York Business Corporation Law
New York Limited Liability Company Law
New York Uniform Partnership Act
Federal Internal Revenue Code
New York State Tax Laws, Rules & Regulations
New York City Tax Laws, Rules & Regulations
Winston Churchill Owners, Inc. v. Regents Real Estate Associates
Board of Managers of the Park Regis Condominium v. Park Regis Owners Corp.
Park Sutton Condominium v. 447 E. 57th St. LLC
28 E. 10th Street Corp. v. Veras
Riverside Syndicate, Inc. v. Munroe
Essex House Condominium v. Marks
The Parc Vendome Condominium v. Atkinson
54-56 Meserole Street Owners Corp. v. Rossi
The Beekman Regent Condominium v. Bottiglieri
Chelsea 19th LLC v. West 19th Street Realty LLC
New York Department of Finance
New York City Department of Buildings
New York City Bar Association
New York State Bar Association
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