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How to run for and win a co-op board election—even during a pandemic

With many New Yorkers away from the city during the pandemic, you need to get apartment owners' email addresses so you can communicate with them about your candidacy.

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Question:

I'm very unhappy with my co-op's current board, so I'm going to run for a seat next month. I'm relatively new to the building (one year) and it's my first time running for election in any building. What are some strategies and tactics to make sure I win?

Answer:

The key to winning a spot on your building’s board is to combine research, preparation, and some good old-fashioned grassroots organizing to get a seat at the table. 

"I always tell people that if you don't like what the board is doing, you can complain all you want, but the best way to fix it is to get a new board," says Steven Wagner, a co-op and condo attorney with Wagner Berkow & Brandt and the president of his 420-unit building’s co-op board. 

Wagner notes that an executive order issued by the governor has given buildings the option of postponing this year’s annual meeting due to coronavirus, as well as the option to hold the meeting virtually. But the executive order did not extend any deadlines that may be in your building’s bylaws for becoming a candidate. Most bylaws allow you to be nominated as a candidate at the meeting.

“You still need to make sure you comply with deadlines if your building has special election procedures,” Wagner says.

Once you’ve nailed down your timetable, follow these tried-and-true tactics for winning:

1. Find out who can vote—and get their email addresses

Before you start officially canvassing your neighbors for votes, you'll want to get updated information on everyone's name, email address, actual address, and whether or not they're eligible to vote. 

“New York's Business Corporation Law allows owners to obtain a shareholder list and clearly gives the right to receive the names and addresses of the other owners but not necessarily the email addresses and phone numbers,” Wagner says

With many New Yorkers living away from the city during the pandemic, and those who remain observing social distancing requirements, it is essential to get the email addresses of apartment owners so that you can effectively communicate with them.

Make sure that your written demand to the co-op via the board or property manager requests the information, not only based upon statute, but also under the inherent rights of shareholders or unit owners to review books and records,” he says.

“The case law is sparse in this area, but I think making the demand for the additional information on broad legal grounds will be viewed favorably by a court should the matter go to court. In short, go for the email addresses and phone numbers,” Wagner says.

In return for this information, you must provide an affidavit stating that you'll be using the information only for business related to the co-op. That means you can solicit proxies and support at the upcoming meeting but you can’t use the email addresses for purposes unrelated to the co-op.

“The information you get will indicate the number of shares or common interest each person has. It will also help you avoid approaching the wrong people,” Wagner says. For instance, if a shareholder has a subletter or family member living in their apartment, that person can't vote. Only the shareholder can vote, unless the resident has been given a proxy. The list provided by the co-op will also include contact information for shareholders who don't live in the building, so you can reach out to them as well.

Keep in mind that if there have been recent sales in the building, you’ll see a "record date." The date when a notice goes out about the next annual meeting and election will be considered the "record date," unless a different date is selected by the board. Whoever owns the apartment on that date will be the shareholder who's able to vote.

2. Find out how many seats are up for election—and how many votes you can cast

“To maintain continuity and defend against the possibility of a coup, the bylaws of some co-ops—and condos—stagger the terms of board members so only a few seats a year open up for election,” Wagner says. "If yours is a 'staggered' board with nine board members, you would elect three each year, while on a non-staggered board, you'd elect all nine each year.”

If you are trying to get a slate of new board members elected including yourself, you won't be able to do so in a single election with a staggered-board building. However, there may still be opportunities to increase your representation on the board. This might require a long range view. 

“If it turns out that there are other upcoming vacancies in addition to the usual number of open seats, you may be in luck,” Wagner says. You'll want to enlist like-minded neighbors to run with you, in order to get a critical mass of people on the board who share your views and will help you be effective in office.  

Another important factor is whether your building works with regular voting or cumulative voting. 

The type of voting will affect the tally you'll need in order to win. Regular voting is fairly straightforward—you can cast the number of votes you have for each open position on the board.

“With cumulative voting, you can cast the number of votes you have multiplied by the open positions on the board and cast that number for any candidate you wish,” Wagner says

There is a formula for how to figure out the number of shares you’ll need to elect a single candidate. 

3. Craft the right message

As in all politics, your message and delivery will make or break your ability to garner votes.

"You should have a clear statement about why you're running," Wagner says. "Maybe there's a lack of transparency, maybe the board is enacting a new dog policy, or maybe the building is split between original purchasers who bought their apartments years ago at insider’s prices and new owners who want the lobby redone."

Wagner recommends stating your case in as simple, clear, brief and positive a manner as possible. Smear campaigns are ill advised. “It’s distasteful and doesn't win elections," he says.

Typically a flyer placed under the door is helpful to communicate your message. Some buildings restrict this practice and others might be more inclined to prohibit this entirely during the pandemic. That’s why emails and phone numbers are going to be important. 

Wagner recommends having a short, clear message distilled into bullet points. “Strategically, you must get your message across early, but you may also want to offer assistance in voting and attending the meeting virtually,” he says.

4. Approach your neighbors to get their proxies

Wagner says he’d normally recommend approaching your neighbors individually—particularly if you live in a small building—and have a friendly conversation about the changes you'd like to see on the board and why you're asking for their vote.

"This is grassroots politics," Wagner says, and in normal times, this would be done in person, going door to door.  

“Due to coronavirus, that’s probably impossible these days,” Wagner says, which is why email addresses and if available, telephone numbers, will be essential to effectively communicate, generate interest in your campaign and get a sense of whether shareholders share your concerns.

If they support your candidacy but are not sure if they’ll be attending the meeting—virtually or otherwise—ask them if they would be willing to give you their proxy so you can vote their shares. 

“The proxy form is a document stating that they'll allow you to attend and act on their behalf during the meeting,” Wagner says.  

It is perfectly legal for a board to send out proxy forms appointing themselves as the proxies. This is usually included with the annual meeting notice. Often boards are reelected year after year on the proxy forms returned from that mailing. If a shareholder signs more than one proxy, the one with the most recent date is the one that's counted. 

“While you want to start campaigning well ahead of time, a last-minute blitz to make sure you're getting more recent proxies than your rivals is a smart call,” says Wagner. He also points out that anyone who isn’t familiar with computers may need help signing, scanning, and returning a proxy. 

5. Cast those all-important votes

Now, for the meeting, which this year will most likely be virtual, with formats varying depending on a building’s online preferences. 

“The co-op will decide how the virtual meeting will be conducted and you can find this out via the board or building manager. The process should be fundamentally fair and conducted in a parliamentary manner,” Wagner says. For example, while it is common for a host to put people on mute so as to eliminate background noise, muting people can also be a powerful tool that could tip things one way or another at a virtual meeting.  

Another new consideration for virtual meetings is how the voting will be conducted.  

“Secure emails seem to be what managing agents and election companies are using,” Wagner says, but you should find out in advance. And keep in mind that assisting voters who cannot easily negotiate computers or voting by email may help you get elected. 

During the annual meeting you will probably be allowed to say a few words about your qualifications and what you would do if elected. Your speech might include a reference to your apartment number and who lives with you, what you do for a living, and any special qualifications you have. Perhaps you are an architect, accountant, banker, insurance expert, or real estate professional. 

“Briefly address some of the major issues you see and how your experience will help to resolve these issues,” Wagner says. "Don’t forget to thank everyone who gave you proxies for the confidence they have shown in you and ask the shareholders to vote for you."

If you aren’t a natural speechmaker, make sure you have notes and your thoughts are organized. If you get nervous, that’s okay. 

“Jot down your ideas and practice before the event. Many people will vote based not on what you say, but how you say it and whether they like you. Relax. Be yourself,” Wagner says.

To ensure that the election and voting process are all above board, an inspector of the elections should be selected according to the building’s bylaws. This is a standard agenda item for co-ops and condos.

If you feel that the election was not on the up and up, ask that the inspectors of election not certify the election results, that the ballots be impounded, and that you be given an opportunity to inspect the ballots and to send a letter stating your objections. 

“There's a special procedure for challenging elections, but you have to start a lawsuit within four months,” Wagner says

New York City real estate attorney Steven Wagner is a founding partner of Wagner Berkow & Brandt with more than 30 years of experience representing numerous co-ops, condos, and individual owners and shareholders. To submit a question for this column, click here. To ask about a legal consultation, send an email or call 646-791-2083.