 To this week's Condo Insider, this week I am Jonathan Billings, your host of the Condo Insider show today. My guest today is Steve Glanstein. Steve Glanstein is a professional registered parliamentarian, president of management information consultants. Steve has a lot of years of experience since about 1983. Steve has been involved with approximately 2,000 association meetings and board meetings throughout his career. He brings an extensive amount of knowledge and background to us today while we discuss the navigating remote board meetings is our discussion point today. So Steve, thank you for joining us and we look forward to hearing from you today during this process. Steve, you know, a couple of things. I'm sorry, go ahead Steve. I just want to say welcome and thank you very much for having me I look forward to providing some valuable information to the condominium Community Association in Hawaii today. Yes, thank you very much. We thank you for joining us today. So Steve, like, you know, as you're well aware, the board meeting norms have drastically changed since the onset of COVID-19 previously board meetings would be in person generally in a board meeting room or some kind of a social room and due to the current restrictions in place, the norms have definitely changed where everybody is doing their board meetings via an online platform, similar to zoom or WebEx or go to meeting or whatever platform that they may need. So that the the the the norms have definitely changed. And what I've seen as a property manager there's definitely some pros and cons I go. Yes, some of the pros that I see is obviously the increase of ownership participation. Owners can participate from anywhere essentially in the world nowadays rather than being present here in Hawaii. To that point snowbird board members that may have a second home on the mainland they're able to participate in board meetings via these online platforms screen sharing I see to be an invaluable asset that has been very helpful. However, with these advances or with this form of conducting board board meetings there's also some cons that I have seen and I'd like to discuss these further with you today and get your insight. A couple of them are excessive owner participation, different levels of computer capability, identifying who is speaking, multiple individuals speaking at one time, ambient background noise, voting policy or procedures and lack of ability to confirm who may be in an additional position at a high level. How do you think boards can address some of these concerns that I've highlighted. Well, they, they first of all need to be very prepared for this type of meeting it's a completely different dynamic than the traditional board of directors meeting where they have a table, the board sits around the table and ownership, it chairs and they address the board and then the board makes decisions. So it's a very different dynamic. You have a situation now where a board members don't have to travel to the meeting where they actually can do it online. And so that the time the time zones become a consideration for resort areas. They're no longer having to travel to another island from the mainland they're doing a meeting right from their home, and it's, it's got several pros and cons associated with it and I think it's important we address them. And definitely there's a need for making rules and and realizing some of the, the consequences of holding a meeting of this type, and recognize that the decision making process is a little bit different than having a packet that 60 or 70 pages in front of you that's paper, and having to go through it and work, work with it with board members it's very different using online meetings. So you mentioned establishing rules or policies for these online remote meetings up when you're performing board means for different associations. One issue that I have seen with all the remote meetings I have conducted now is really the excessive amount of owner participation. I've seen my board meetings almost double in time. How can association boards deal with the additional owner participation, in your opinion. Well they need to make rules and just to share a few, a few little war stories with you. The most extreme was having over 80 owners for a 12 member community association board. So, instead of it taking a couple hours. If each of those 80 owners wanted to spend two minutes on every single agenda item, you can do the math that's 80 times to is 160 minutes per agenda item it can go on for quite a long time. And we have what we call the covert effect where people are hurting for human contact, and even though there's a good faith effort to get business done they really enjoy the fact that they can see and speak with their fellow board members their fellow owners. So the meetings can go longer as a result. And, and it makes it makes it kind of a problem because the cognitive skills after a couple hours begin to deteriorate. So we found that we needed to keep a certain rhythm a certain set of rules, and we had to be somewhat strict on the time to make sure that we didn't spend a lot of time talking without emotion. We also had to make sure property manager was prepared when a board has such a large number of owners, they really have to control the owner's concerns area and they've got to control the participation for each of the agenda items or each of the debates that occur. So, you know, I mentioned, you know, setting time limits. That being said, that is something I have tried to implement but one problem that I have also run into is they let's say they said the time left for two or three minutes. But oftentimes I see that board meeting that board member chiming in multiple times during for one discussion. How would you address that if they continue to chime in after their two minutes or after somebody else makes a comment. Well, you know, boards in Hawaii condominium community association boards have to follow Robert's rules of order newly revised, and the debate limit from board meeting with about a 12 member presence or less most of my boards are about five to nine members of the debate limit is 10 minutes per speech. And that's a very long time to give you some idea the Gettysburg address lasts about a minute and 40 seconds, and has lasted a lot longer than any any condominium community association speech, any of us have heard. So we we cut that we have the boards agree to cut the limit to two minutes, not more than two times per per motion. And then we put an outside limit of five minutes for discussion without emotion. We also have the total limit of about 10 minutes on each motion, regardless of how many amendments how many speeches. So when we hit that 10 minutes, that's it. The final thing, the final item that we do is because we are very partial towards zoom. Zoom provides a chat window. So if we get stuck where we're running out of time, we can have the participation go through the chat window from the non board members, make sure the board members see the chat window. And they take that into consideration during the deliberations, but that's helped to cut it down. We've, we've also for some clients we've removed the owners forum from the board meeting because owners would comment on each of the individual items. Interesting. So essentially what you're saying is to to establish time limits the number of times an individual can speak regarding one topic. That's good information to have. You also mentioned the chat window. I also see that that sometimes can get a little excessive and a little out of control, and how people communicate with one another, and maybe just not staying on topic. But is there, do you suggest any kind of implementation of rules regarding the use of the chat window. Yes, I believe the chat window needs to be limited. It's, it has to be limited based upon the group was a decision, the board decision, if it's a board meeting board decides how to manage the chat window. Generally speaking, I prefer the chat to go between the between everyone and the individuals, but if it's abused and we restrict it to everybody and the hosts. So what we found is that with very contentious meetings with a chat to everyone, they start people owners will start putting things in the chat window that could lead to litigation that could lead to some pretty unhappy people. And at that point, you really have to put a stop to it which the board can the chat though we've also used that as the last resort when people are trying to get attention to have the floor to make emotional or speaking debate. So that's a good point. I'm sorry, go ahead. I was gonna say that that's a good point that you bring up though as soon as it is written in the chat window that's essentially a written document at that point and could potentially be discoverable if some claim was made against the association. In history, we've actually had libelous statements in the chat window and after the first warning, I had to stop the chat window, because as a chair, I can't expose the client to liability that's so obvious, because of things going that are being put in the chat window However, that's a that was a unique case most of the chat has not gotten to that level. The chat also provides an excellent means of communication to make sure everybody has the exact wording of emotion. And it also provides a mechanism where the votes of the directors can be codified in the window so that way when the property manager or secretary is making the minutes, they actually have the votes there to put in the minutes. Good information now what about controlling the chat I mean, so you just leave it open to the public in general to for anybody to make comments back and forth or there's some kind of restrictions that you put in place at all, or that you recommend. Well I start I start out with a little bit more open. And then I caution people when I start to chair that the chat window and the meeting rules, we have rules associated with chat. So I think I might doubt that it's to present motions and that's for board members. If I can display remaining time I can do that, or I can provide a link to a document that that can't be displayed on the screen. There's also specific comments if we want to ask for comments or participation from owners, because we're running short on time the chat window can be an excellent mechanism to allow that it also allows for the meeting to be more efficient. If you have time and you have five or six agenda items, you say listen, we don't board members we don't have a lot more time if there's any, there's no objection will have owner participation through the chat window and we'll take that into consideration, as we go through the motions any objection directors hearing none it's approved you open the chat window up owners were on motions number two or this motion, please comment on it as you wish, but as the board is deliberating and then I have the board members speak on it. We're going to be going into a commercial break in about two or three minutes one night one topic I'd like to get to prior to that is sign in requirements, or understanding who is on the phone call, or on the remote meeting. How do you suggest that you handle the sign in requirements or just those are participating in the meeting. There's about three rules on it so I'll be really brief one of them is that I prefer to have people required to register that way their email addresses there you know who they are. And then when they sign in, we prefer to have them come in with your name and unit number. So a gatekeeper or property manager whoever's letting people from the waiting room into the actual meeting sees who it is, based on their name and unit number. And then brings them into the room. We don't let them rename themselves but we'll have the gatekeeper make sure that they're renamed to to their name and unit number if they've mistakenly signed in without the unit number. So that way we know everybody who's in the meeting and the board members we have them come in, and we prefix them with with BOD so in the list of participants it always can be collected when you want to see who the board members are. So that's what we'll do some some property managers are very strict on it, and they want to make sure that that owners contact them for the zoom information before they give it out make sure it's really an owner and not just somebody from the public. I was saying register prior to so you have their emails and their contact information you can probably preload their names. But what about those individuals or board members that want to call in using a phone line versus some kind of device or a computer how would you handle that at that point. Okay, well, most people have these things that are known as smart phones these little things like this a smart phone. Okay, and those those phones. You could, you can call in directly by phone or you can download an app such as a WebEx app the zoom app, and you can sign in using zoom or WebEx. We tend to discourage just calling in by a landline or telephone, because you don't have access to chat sharing your screen is not real really possible. If you're calling in just by telephone. And in order to raise your hand, you need to know about star nine and star six about muting yourself a star six and you have to know about star nine to raise your hand, and those are that makes it much more difficult for board members to come in that way so we tend to discourage it we asked the board to make a policy regarding that to just have access to their computer and today most people have a computer or a smartphone. The days of the flip phone or the old Motorola brick are pretty much over. That is funny actually I do have some board members that choose to call in, even though I know very well that they have internet access or a computer because I get emails from them on a regular basis so it's kind of interesting that they sometimes refuse to utilize their computer so they have that capability. Now, you know to build on that a little bit. What about I've run into an experience or several experiences rather, where there are multiple people in one room or one setting and they're all joining the meeting via one device. How do you suggest that you handle something like that. I make sure that we see them on video and know who they are, because you really don't know who's standing behind a computer. With the board members, sometimes I have one client in Kona where they have a couple of board members who communicate by by together from the same room. And the resident managers there so you can see them on the video that they're there. It becomes more of a problem which you may want to discuss a little later with executive session to make sure that it's only board members and council who are present. So if it is executive executive session is there a way to confirm or is there a way that we should be confirming that there are no other individuals in the room. Yes, there's several ways to do that. It's not a perfect system because people can always stand behind the computer and you don't know, but I always make sure that I have verbal confirmation from every single attendee that number one they agree to keep everything confidential. Number two, there's no recordings being made of the executive session by them or anybody else that they know of and number three, that there's nobody else in the room except them. And we usually want their video to be on if somebody's got the video on in regular session and they turn it off an executive session. That is a kind of a suspicious activity. That's actually when you're trying to keep information confidential. So we try to be very strict on that, and we definitely get the board members to go along with it verbally so there's, there's no question that they've heard it they know it. I mean, but yet the logically you can't really stop it if somebody wants to record or, or have somebody hiding behind the terminal. Another way to do it if you if you have confirmation that somebody has had someone else with them in executive session is that you don't let them sign in from zoom for executive session, you insist they go to a another location like a resident manager's office, and they stay there alone with nobody else that's that's a worst case scenario of course. Interesting know have been changed locations completely I've been taking the approach where I have people verbally confirm that they are there's nobody else in the room during executive session just so it is recorded during that process. Yeah, great so Steve, we're going to take a quick break here. And then we will come back and continue our discussion about navigating remote board meetings. So we'll see you in a bit. Thank you. Welcome back to condo insider my name is Jonathan Billings I'm your host today and my guest is Steve Glanstein professional registered parliamentarian. We've been discussing remote board meetings we've hit on topics of excessive ownership participation how to limit that. We've discussed the chat room, and we've discussed in signing requirements and executive session items as well. And Steve, I'd like to continue the conversation in regards to recording of the the meetings themselves. Just with technology nowadays I think it's fairly easy for anybody to record these meetings. How do you handle suggesting the potential of having anybody record these meetings. I mean, well if it's a regular association board meeting that it's not an executive session will usually have a meeting rule that says basically there's no recording except as necessary for the minutes by the host or or the recording secretary. So we'll have that we usually have those rules reviewed when they are first adopted permanently so that way they're there. And we prefer that our associations send them out to their owners so that way they know. There's no people on record as you said there was no technological way that we could preclude somebody from doing. I mean unless we strip search everybody put them in a room and handle like like the NSA type of environment where you're not going to be able to force that enforce it. But you do it verbally and you make sure that they know that if they do violate that rule. It's it's clear that they're violating it because they have articulated their, their concurrence about recording, and it's much more strict executive session as I mentioned before the break that we have the board members articulate that they're not recording, but there's nobody else present may agree to keep the information confidential. So what I really heard are the two important topics one is have a rule regarding recording number one, but number two also verbally confirmed that are verbally announced that recording is prohibited, essentially. That being said, what about connectivity issues you know I've actually had an experience conducting a board meeting where the association, excuse me or the board of directors they were in the middle of a voting process. And one of the board members actually lost connection to his internet service, and we were in a lockout room essentially he was not able to reconnect and join that vote how. What does that do to the voting process. Okay that doesn't change the voting process. And what we are very careful to do is when we adopt meeting rules. We basically have a connectivity rule basically making the attendee responsible for their own connection, and making it clear that it's not going to violate any of the decisions of the board, as long as we had a quorum there. I don't interrupt the vote because I can't I have to finish off the vote. If in an extreme case is a connectivity issue. The votes are already done. The board member comes back in afterwards and says oh I missed that can I be part of that. I'll ask for unanimous consent to reconsider the vote on the motion. And then if they say yes we'll reconsider it then we'll take another vote on it and then it includes the board member in the voting process. Understood. Just to follow up and continue the discussion. Oftentimes I find it difficult to really control some individuals they may be very passionate about a certain topic. They may have a very strong opinion about something and they just don't let the topic go. And how do you control something like that. Does the the chair have, you know, authorization or authority to really mute or possibly disconnect that individual from the meeting. Okay, well let me spend about another good minute on this. They first of all this a new Roberts rules of order newly revised that came out the 12th edition came out. It was it was it was supposed to be released to the public on September 1, three days earlier, three or four days earlier at about 506 am they announced a new edition. And of course nobody in Hawaii had it except us. So you had this new edition of how to conduct meetings came out. Nobody had it, and except us and then of course we had two meetings to do the next day under the new Roberts now the new Roberts does provide a little more teeth on it and so they've taken out some shoulds they've made things a little bit more clear for people. And one of the things that I want to cover is that the chair is responsible for maintaining order and decorum at the meeting. And members are supposed to refrain from interrupting the chair unless it's a permitted motion. And if the chair speaks up to interrupt somebody they need to stop talking, need to, in the Roberts rules world they have to step back from the microphone obviously that's a little more difficult in this world, but the equivalent is that when somebody's time is up and the chair advise them the time is up they keep talking the mute button is one of the most effective ways to get their attention. Yes, the chair can do it because they're supposed to refrain from speaking, and it is violating decorum to just continue talking when the chair has told you to please stop. And usually in this case when people like each other it takes a couple of times to get them trained. When it's contentious it takes about four or five times. And, and if you want somebody to continue in their debate you'd say if there's no objection will have another 30 seconds for the, the owner to finish their speech any objection directors hearing none sir please continue. And then when they're 30 seconds up you tell them you then they get the message usually that when their time is up that's it now, once they start saying things that are violating the usual decorum whether they're swearing whether they're, they're, they're talking about somebody else's motive something like that then as a chair it's it's my responsibility or a president who's cherry. It's his response or her responsibility to put a stop to it right there. Before it gets too bad. If they miss it another board member needs to make a point of order to say hey, there's a rule being broken and Mr President or Madam President you need to make a decision here. But yes, you can mute essentially. So essentially the chair has the authority through Roberts to mute an individual to, you know, in regards to the process of decorum essentially. Well well keep in mind now Roberts doesn't speak towards the chair specific authority but it speaks for the overall authority to keep the meeting conducted properly. Understood. Understood. Now, can you explain the differences or give an example of possible voting scenarios in a remote meeting versus in person meeting. You mean for for a board meeting you're talking is that correct. Yeah, a board meeting or how do you handle the voting process in a remote meeting correct in a board meeting. Okay. Well, in a remote me in a in a board meeting in the condominium world the Community Association world require that the votes be be recorded in a minute so I have a spreadsheet where the director's names are on the main spreadsheet, and I put another sheet that has the name of the motion and it copies over the director's names automatically, and I just call the role and I put a little yes or no in the spreadsheet and so then, after I've gotten through the role I announced the number in favor the number posed, whether the motion was adopted or if it was rejected. We then can copy that part of the spreadsheet and throw it in the chat window for property manager, or the recording secretary so they have the record the record of the votes. And that's how I handle it it doesn't take more than about a minute to a minute and 15 to call the role of nine to 12 board members. But we actually have a question from a viewer regarding voting. And the question is, what are your thoughts on board meeting board meetings allowing voting members to email their votes for matters that need to be voted on. Okay, okay, the idea of emailing votes is first of all, it's not allowed in Roberts, unless the state law or the bylaws permitted. Okay, so an email vote is not considered a vote or proper vote. It needs, if they're going to do that use that they need to approve it or ratify the action at the next regular a special board meeting. My thoughts are that the, the use of email for voting from for routine things is circumventing the owners participation, and even for important decisions. What you're doing is circumventing the owner participation process, and also you're circumventing the deliberate process your directors are not able to look at each other and talk and discuss pros and cons and really do anything but vote it's as if somebody made a motion to the meeting and then they immediately took a vote, nobody can talk about it. They just take a vote right there. So there's a particular hazard in that that what's happened is we've seen in the legislative process, more people have complained to the legislature about boards, having a lack of transparency. And some of the rules from the legislature have have become a little bit more extreme so boards are having a real tough time conducting their business, especially on on the online version, because of the participation. And so I think it's important that boards tread carefully as a management piece of advice versus parliamentary that they need to be careful about what they are proving an email and make sure if they do say something is okay by email they approve it at a properly called board meeting, you know which they have a quorum, etc, etc. I mentioned the statute and legislative sessions and things like that. Do you anticipate or are you aware of any party or individual that may be proposing any kind of change of law regarding board meetings and possibly associate annual association meetings due to coven 19. The general of us are planning on getting together at the end of November beginning of December to put together some bills with respect to condominium community associations that would handle situations like this in the future. Not just a coven situation but possibly a tsunami, you know, or a hurricane other emergencies whereby boards and associations can at least get important critical business done when when the when they are not able to physically be or for that matter even collect proxies if the mail systems down, if the Internet's down it gets even more difficult to do communication so so we're looking at some ideas like that to come up. We'll be discussing them the end of November beginning of December so we can present them to the legislature. I know that we've kind of made this transition I think in all reality, regardless of a natural disaster or another pandemic I think remote board meetings and possibly any association means may become more of a normal occurrence regardless of any kind of, you know, interaction that may require that I just I see that coming just more common. And just a final question we have about you know 30 seconds left here. Are there any additional meeting notice requirements that are different or we have to go above and beyond in regards to the remote meetings. You know, you have to follow the legal system and the, and for condominiums they have to do the posting, you know, you've got to make sure that you do the proper posting, whether you put the zoom numbers on the post or if you put a reference to contact the resident manager, or property manager for the information, you've got to make sure you follow the same legal requirements as well as bylaw requirements in order to have this particular meeting. So do you suggest just a follow question so you would not suggest or would you suggest possibly putting the zoom meeting link on the notice or would you recommend that that be provided if they are registering upon registration. Well, we've we've had at least one attorney who's indicated that you need to have all the information necessary on the notice to sign in, which would presumably include zoom, but we've had other attorneys. Unless putting a contact to property manager or, or for that matter the general manager to get the actual zoom information. So that way you don't have anybody who's seen the notice just signing on in is whoever and whatever. So they've wanted to make sure at this point the the culture, rather than the parliamentary rules really the culture has been we, we just want to make sure that only owners are signing into board meetings. I have not had a problem in my practice with non owners signing in, but realistically it's difficult to know if, if somebody calls up the general manager and says their owner X in this unit, and everybody does owner X is in that unit and they just give them the zoom information. So, so what we have done is we've had people register for it that that has made a little bit of a difference because we have their email, and we know who's coming in. Great Steve we have to wrap it up here I really appreciate your time today very informative discussion and we've had that I think will be beneficial to all board board members in conducting that are remote board meetings so thank you very much for your time. And I appreciate your willingness to do this. Ladies and gentlemen thank you that is your condo insider for today.