Annual meetings for condos, HOAs, and co-ops are mandatory. New York laws that govern these organizations require annual meetings of directors, members, and shareholders.
However, coordinating schedules can be challenging. The most common problem is getting enough people to show up at the annual meeting for a quorum. This leads to added headaches and expenses.
Cooperative, condominium, and association meetings are historically in-person meetings. State laws and corporate bylaws require a time and “place” to be set for annual meetings. However, there is a better way. BuildingBoard can help you hold your annual meeting virtually.
Virtual annual meetings can resolve many issues and problems boards face, including lack of attendance to reach a quorum. In the past, virtual annual meetings have been unique challenging. Many boards are not familiar with setting up and conducting virtual meetings.
BuildingBoard has taken the complexity out of conducting virtual annual meetings. Our entire system is browser-based, so neither you nor your members need to download apps or configure software. You and your members can access meetings from anywhere on mobile devices and desktop computers.
Virtual board meetings and electronic annual meetings encourage higher attendance, which means fewer problems with missing a quorum. In addition, board members and owners can easily vote electronically through our system while participating in live meetings.
Missing a quorum in New York could result in extra costs. It can also be frustrating, time-consuming, and inconvenient to reschedule an annual meeting.
A quorum is the minimum number of members that must attend a membership meeting to vote in person before the association can conduct business. The quorum requirements are generally outlined in the bylaws.
If there is no quorum, the membership meeting may be adjourned and a new meeting date scheduled. The bylaws dictate the process the board must use. Directors or board members generally continue to serve until a meeting is held that meets quorum requirements.
If a quorum cannot be achieved, a member of the association or the board may petition the court to reduce the quorum required to hold an annual meeting.
The annual meeting is held to conduct business that impacts the entire community. However, these meetings may also provide owners and shareholders the opportunity to voice concerns or issues.
The New York Condominium Act governs the formation, powers, management, and operations of condo associations. The Act does not discuss annual meetings. However, Senate Bill S7278A, introduced by Sen. Liz Krueger, would amend the New York Condominium Act to allow unit owner meetings to be conducted by electronic communication. The Board of Managers for the condominium would need to approve virtual meetings for unit owners. As of February 14, 2022, the bill was advanced to a third reading. If the bill passes and is enacted into law, condo associations could hold annual meetings virtually.
Section 339-U states that the bylaws govern the operation of the property. By-laws should include rules for holding annual meetings to elect board members and conduct other business. Therefore, the board and owners should look to the bylaws for rules governing annual meetings. The proposed amendment to the New York Condominium Act would merely give the board the option for holding annual meetings. It would be up to the board to approve the use of electronic communication to hold annual meetings virtually.
Section 339-W states that the board must provide all unit members a written report summarizing receipts and expenses at least once a year.
The primary law that governs co-ops is the Business Corporation Law (BCL). Assembly Bill A1237 amended specific sections of the BCL on November 8, 2021. The amendment made it possible for many co-ops to hold annual meetings and board meetings virtually, even after the COVID-19 pandemic state ofemergency and Executive Orders expire.
Section 602 of the BCL now states that the Board of Directors, in its sole discretion, may direct the meeting of shareholders tobe held solely using electronic communication according to the amended law orthe bylaws of the corporation. In addition, section 703 of the BCL now authorizes that board to take action without a meeting if all board members consent in writing and the certificate of incorporation or bylaws do not prohibit the action.
Section 603 of the Not-For-Profit Corporation Law was also amended. Not-for-profit corporations may also hold annual meetings virtually, except the law states that virtual meetings may be held UNLESS otherwise restricted by the certificate of incorporation or the bylaws. The board must implement reasonable measures to ensure that each person is a member or holds a proxy for a member. Furthermore, members must have a reasonable opportunity to participate in the live meeting, and a record of the votes taken electronically is maintained. Finally, members must be given notice of meetings, including participation by electronic means.
Homeowners’ Associations are not governed by a specific state statute in New York. However, the New York Attorney General has jurisdiction related to matters of ownership and maintenance. Most HOAs are incorporated as non-profit organizations. HOAs that are incorporated as non-profits are governed by the NY Not-for-Profit Corporation Law.
Section 603 states that meetings of members must be held at such place as fixed under the bylaws. However, the statute has also been amended to allow virtual meetings during the COVID-19 state of emergency or December 31, 2021, whichever date is later. The meeting of the members must be held annually to elect directors and conduct other business.
There is a provision that allows for the election of delegates or representatives to act for members at an annual meeting. However, this provision must be included in the certificate of incorporation or the bylaws that the members adopted.
An amendment to New York's Business Corporation Law allows for annual meetings to be held electronically until December 31, 2021, or for the duration of the state disaster emergency, whichever date is later. Lawmakers are working on a new amendment to make the changes permanent for cooperatives. A bill is currently working its way through the New York Senate that would amend the Condominium Act to allow for meetings with electronic communication.
Currently, there is not an amendment to the Condominium Act that would allow for virtual annual meetings. However, case law may support allowing these meetings absent languages in the condo's bylaws or the Condominium Act that expressly forbids virtual meetings. In addition, emergency orders by the New York Governor may also permit annual condo meetings to be held virtually at the board's discretion.
Virtual annual meetings can resolve many issues and problems boards face, including lack of attendance to reach a quorum. In the past, virtual annual meetings have been unique challenging. Many boards are not familiar with setting up and conducting virtual meetings.
BuildingBoard has taken the complexity out of conducting virtual annual meetings. Our entire system is browser-based, so neither you nor your members need to download apps or configure software. You and your members can access meetings from anywhere on mobile devices and desktop computers.
BuildingBoard is easy to use, convenient, and avoids problems reaching quorums. Schedule your meeting, invite members via email, and conduct the vote on the day of the meeting. Your members vote via their smartphone or computer.
Are you ready to simply your annual meetings? Contact BuildingBoard to learn more about our services and to schedule a demo.
