By Kiara Candelaria
©2020 Community Associations Institute
WHEN CASES OF COVID-19 began to increase throughout the U.S. in March, the newly elected board of directors at Jantzen Beach Moorage in Portland, Ore., discussed how to best continue conducting board meetings as local and state officials issued stay-at-home orders limiting in-person gatherings.
The community's 20-year-old bylaws did not have a provision on holding meetings remotely, but, “There were quite a few people that, either through their work or communicating with family, had already been using virtual meeting platforms," says Connie Johnson, board president of the community of 177 floating homes. “It was a pretty easy transition."
Participation was an issue when board meetings were held at the clubhouse, as just over half of residents live at the community year-round, while the rest lease their homes as long-term rentals. Johnson says that often 10 or fewer people would show up to an in-person board meeting, but since the community switched over to holding meetings virtually, they are “quite well attended."
Virtual meetings were uncharted territory for many community association boards forced to continue business online because of the pandemic. Some wondered if the technology would be easy for all residents to understand and use. Others expressed concerns about privacy and security and reached out to attorneys for guidance on keeping meetings compliant with governing documents and state statutes.
Even as states began lifting restrictions that limited in-person gatherings, some community association leaders were discussing whether to hold their annual general meeting and elections virtually if cases of the coronavirus continued to surge across the nation.
Most community associations did not have a plan in place to host meetings remotely before the pandemic, but Michael B. Stonestreet, CMCA, AMS, PCAM, president of Community Association Management Services in Wilmington, N.C., says his firm was already prepared to transition to an online format quickly because of their location along a coastal area.
“We're used to having hurricanes, and we're set up technology-wise to work remotely. What we had to do was educate our boards to get on (videoconference platforms), which has gone unbelievably well," says Stonestreet, whose company manages around 650 community associations in North and South Carolina.
Virtual meetings should follow the same parliamentary procedure as an in-person meeting, including having an agenda and time limits for attendees to provide comment, Stonestreet says. Board members and residents should have equal access to the information shared in the meeting, the opportunity for discussion and debate, and the ability to vote for it to be compliant.
Johnson stresses the importance of adhering to the meeting's agenda and staying on topic. She often starts the board meetings going over the rules and her expectations for residents' conduct before the board and committee members give their reports and community updates.
To make the meeting more streamlined, the Jantzen Beach Moorage board decided to no longer use the chat function on their online meeting platform to reduce distractions. Instead, the board allows two-minute turns for residents to offer comments during the discussion section. “The virtual meeting gives people the opportunity to listen more and not have those knee-jerk reactions to something that they might want to express their opinions about immediately," Johnson observes.
Etiquette is one aspect that differs when conducting a meeting online. Stonestreet recommends that attendees turn their camera on (if they have one) to be able to see one another and increase engagement. He also advises residents to “practice the pause" in a virtual setting so that everyone can speak without interruption.
“You don't want to lose the personal touch either, and that can happen with a virtual meeting," he adds. “It's good to check in with everybody to see how they're doing, see how their families are doing, just to keep it human."
Two potential legal issues have come up regarding virtual meetings, according to Adrian J. Adams, founder and managing partner at Adams Stirling in Los Angeles: making video recordings and holding closed session meetings.
Recordings should be taken for the benefit of owners who could not attend the meeting, but they are all subject to subpoena if there's litigation. Additionally, they could be altered by homeowners if made available for download and posted on the internet—a new reality in today's era of deepfakes, or manipulated videos.
Confidentiality is a concern when boards have closed session virtual meetings, because they may not always know who else is in the room offscreen, Adams notes.
Craig Wilson Jr., CMCA, AMS, PCAM, president and CEO of Vanguard Management Associates in Germantown, Md., says the biggest hurdle for boards is identifying that participants are indeed members of the association.
“It's certainly possible that somebody could call into a meeting and be an outsider, or a husband and wife can call separately and essentially get two votes by not being able to qualify who they are over a phone or Zoom call," Wilson points out. “One thing our attorneys have been cautioning associations about is, if you can't be assured of who's participating and who's voting, then you shouldn't hold (the annual meeting) virtually."
Some of the sources interviewed say that they use the waiting room feature in platforms such as Zoom to confirm the identity of homeowners by name and unit number before allowing them to enter a meeting.
Holding meetings virtually has brought questions about how residents can cast votes for an election during an association's annual meeting—and how boards can remain compliant with their governing documents.
Mark Einhorn, an attorney with Marcus, Errico, Emmer & Brooks in Braintree, Mass., says that many associations his firm represents in New England chose to vote by directed proxy at the annual meeting, designating a board member to cast a vote on behalf of residents instead of going in person. The election results were then shared virtually.
North Carolina Gov. Roy Cooper issued an executive order in April that allows corporations (including homeowners associations) to hold their annual meetings virtually. Stonestreet says state law also permits associations to vote electronically during an annual meeting; some of the communities his company manages have had residents send their votes through email and verify them against an owner's address on file.
Electronic voting is not permitted in California, and a law that went into effect on Jan. 1 requires that associations designate a person to serve as an election inspector and count the ballots. Michelle Rodrigues, CMCA, AMS, of Seabreeze Management in Simi Valley, Calif., who is interim general manager of a 238-unit high-rise in downtown Los Angeles, says that the board has met this requirement by having the designated elections inspector tally the ballots on camera.
Community association boards also have turned to election services providers to help them transition to online voting. Ben Zelikovitz, co-founder of GetQuorum in Toronto, says boards should look to their governing documents, state statutes, and executive orders that may grant them emergency powers, in addition to consulting with legal counsel if they are thinking of switching to electronic voting.
He also recommends that boards determine how receptive owners in the community would be to online voting before seeking out an election services provider.
Denise Lash, founder and principal of Lash Condo Law in Toronto and a principal of CondoVoter, says her company provides advanced voting, which allows residents to preliminarily fill out their ballot but make changes right up to the annual meeting if owners submit nominations. “When the chair closes a vote at the meeting after taking nominations, they click the button and then the votes are tallied," explains Lash, who also is a founding member and past president of the CAI Canada Chapter.
For many associations, including those with a large percentage of homeowners who don't live in the community full-time, online meetings have shown an increase in participation and resident engagement.
Donna Coates, general manager of Briny Breezes, a 486-home community in Lake Worth, Fla., says that seasonal residents who stay in the community from October to January appreciate the increased transparency. “We can take care of some very important business items, especially during this emergency time," she adds.
Dave Norton, CMCA, AMS, community manager and owner of Spectrum Management Associates in Sedona, Ariz., says the boards of the communities his company manages have seen an increase in homeowner attendance compared to when meetings were held in person. He cites the convenience and flexibility of virtual meetings as homeowners are able to join from their phone, tablet, or a computer at home.
He also notes that boards can make use of the visual aspect of online meeting platforms for the benefit of residents. “With an online meeting, we can share documents, reports, and spreadsheets, and everyone has the chance to see the same document at the same time," says Norton.
However, some interaction can be lost during a virtual meeting even if attendees can see and hear one another, Einhorn points out. “You don't really have a back-and-forth dialogue, or the question-and-answer session isn't as lively," he says.
He adds that some associations his law firm represents do not feel comfortable holding meetings virtually, and are planning to hold their annual meeting at a physical location while observing social distancing.
Some communities are finding that meetings are much more efficient since switching to an online format.
“People are on time, they are focused, and the meetings are going much quicker from start to finish because they're just dealing with business," explains Stonestreet of Community Association Management Services. He adds that meetings are more orderly, as online platforms such as Zoom allow a moderator to mute attendees to keep order and for residents to raise their hand until it's their turn to speak.
Stonestreet believes that virtual meetings are “a game changer" for associations and community managers. “They're a very efficient use of everybody's time. No one has to drive to a location or even get ready and walk down the street. They can do it at their home."
Rodrigues, of Seabreeze Management, agrees on the flexibility of attending evening meetings from her home office as opposed to a long commute. She says that a board member suggested continuing to have meetings virtually even after it's safe to meet in person because it allows the high number of owners who have a unit as a second residence or leased as a rental to participate.
Einhorn, the Massachusetts attorney, says the trend toward virtual meetings and electronic voting has been developing for several years as boards have looked to facilitate attendance and boost participation by accommodating residents' busy schedules.
“Many of our clients were having a hard time getting quorum at a meeting and even finding candidates who want to serve on the board. Boards were looking at virtual meetings as a way to make it easier for people to attend, and that has only accelerated" due to the COVID-19 pandemic, he remarks. “We're trying to be flexible, because the technology is going to change quickly in this area."
Adams believes that whether associations continue holding virtual meetings instead of in-person meetings after the pandemic will depend on the size of the community. He believes smaller communities will find it easier to meet online because they may not have the space to hold an in-person annual meeting.
The percentage of nonresident owners compared to full-time residents also may sway boards to continue holding meetings virtually. “People who could not previously attend meetings because they were in other parts of the state or out of state may put pressure on the boards to continue with virtual meetings," says Adams.
Lash sees associations moving to hybrid meetings, where residents may attend in person but vote online using their phone or tablet. “Managers are the ones who will be pushing it because they've been doing most of the work up to this point, and now they know there's an easier way, a shorter way," to tally proxies or count votes, she notes.
GetQuorum's Zelikovitz believes that community associations will prefer to go back to in-person meetings, but that the communities his company serves will offer advanced electronic voting “because that's where you get high participation rates."
While it's still too soon for Briny Breezes to determine how it will hold its annual meeting in February, Coates says the board was preparing to host it virtually, including passing a resolution in mid-July to allow electronic voting for the community's elections.
She also encouraged the board to pass a resolution that would allow the community to continue holding meetings online, especially as cases of COVID-19 rose across several states, including Florida, during the summer.
“We're used to dealing with hurricanes and having emergency meetings, but COVID-19 is a different thing. It's an emergency situation that none of us have ever had to deal with, and it isn't going away," she says.
Kiara Candelaria is the associate editor of Common Ground™ magazine.
ONE OF THE QUESTIONS association boards asked while moving in-person meetings and voting to an online format was: Does state law allow it?
Rules and regulations on online meetings and electronic voting vary depending on the state. For example, virtual meetings are allowed by California statutes, but associations still must provide a physical location for homeowners to be able to participate in person, says Adrian J. Adams, founder and managing partner at Adams Stirling in Los Angeles.
Because of the COVID-19 pandemic, Adams says that associations have technically been in violation of the statute. “We're trying to get the statute changed to make an exception for emergencies so that they don't have to meet physically," he notes.
Some community association boards and management companies also have inquired about adopting electronic voting before holding their annual meeting, says Cathi Sleight, vice president of business development at VoteHOANow in Tigard, Ore. At least 24 states allow electronic voting while another 10 are silent on the issue, meaning that associations can create a set of rules that outline the voting process they can use, according to Sleight.
In addition to state laws, boards should review their governing documents and consult with legal counsel before moving forward with online meetings or electronic voting. —K.C.
ONLINE MEETINGS have become the preferred—and sometimes only—method for community associations to continue business during the COVID-19 pandemic.Despite the ability to meet from the comfort of one's home, it's a good idea to maintain a professional-looking space and have proper etiquette during a meeting.
Here are some tips that both attendees and presenters can follow:
■ Announce yourself when you join and rejoin a meeting.
■ Mute your microphone if you need to cough, speak to someone at your location, or if there is background noise, such as dogs barking or children crying.
■ Don't create noise if you have an unmuted microphone. Turn off your television, radio, and phone if it isn't being used for the call.
■ Turn on your camera (if you have one) for others to be able to see and hear you.
■ If you need to leave the meeting, inform everyone before disconnecting from the platform.
■ Have a proper light source to sit in front of during the online meeting; some have turned to ring lights. Avoid sitting in front of a window.
■ Make sure that the area behind your camera is clear of clutter and other things that might be distracting. You also may use a physical or digital background, perhaps even one with the association logo, to keep things out of view.
■ If you are giving a presentation, use an online teleprompter to know what you are saying in each slide. —K.C.
LEARN HOW your association can conduct business when not all members can be physically present by downloading CAI's COVID-19 Emergency: Online Meeting Guide. Visit the forms, graphics, and templates page at www.caionline.org/coronavirus.
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