Questions arise about association meetings such as the differences, legal requirements and procedures. While association meetings may not have all the same legal requirements and procedures, whatever the requirements, they must be followed. Generally speaking, meeting requirements are found in the association’s bylaws, however, there may be meeting requirements in the association’s declarations. So what is the difference between a board meeting and a special meeting, or an annual meeting and a general membership meeting? Here’s an overview.
Annual Meetings
Annual meetings or annual membership meetings are required by an association’s governing documents. The governing documents generally specify when the meeting is to be conducted and how and when members are to be notified about of the meeting. The legal cornerstones of any annual meeting are proper membership notification as prescribed in the governing documents and obtaining the quorum meeting requirements. The quorum being the minimum number of members of an association that must be present at a meeting to validate the proceedings.
The annual meeting is the main meeting of the association each year where members elect a board of directors, hear officer reports, hear committee reports and discuss items of common membership interest. In certain instances, governing documents may have other meeting requirements such as approving a new budget or acceptance of the association financial annual audit. Again, the annual meeting requirements are specifically addressed in every association’s governing documents and must be followed to have a valid meeting.
Special Meetings
Special meetings are generally limited to a particular topic, such as a special assessment or an amendment to the governing documents. The board, and in certain instances the membership, can call a special meeting at any time. Such as with an annual meeting, to hold a valid special association meeting, most governing documents outline the meeting requirements.
An important point to note is, depending on the course of business to be conducted, the notification may require a longer timeframe and the quorum percentage requirement may be higher. For example, the special meeting requirements to approve a special assessment may be considerably more difficult to achieve for obvious reasons.
The special meeting notice should be extremely clear about what will be discussed and what action is to be taken or not taken. For example:
“This special meeting of the membership is being called to discuss repairing the damaged seawall.”
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“This special meeting of the membership is being called to discuss the plan to repair the damaged seawall and to vote on a special assessment to complete these repairs.”
The special meeting language in the second example is clear and explains what is to be discussed and what action will be taken. This clarity is necessary so that interested members can attend and so that members, after-the-fact, cannot claim they were mislead, etc. Another distinction from an annual meeting is that association members do not necessarily participate in the meeting unless asked directly by the meeting chair, but the member has the opportunity to listen to the discussion and vote on actions when necessary.
General Membership Meetings
General Membership Meetings, sometimes referred to as “Town Hall Meetings,” are usually informal gatherings intended to promote association communication and full membership participation is generally allowed. In certain instances, governing documents may require that these meetings be called a set number of times between annual meetings. General membership meetings are important for improving association communication, but they also allow for discussion on association matters about which the board may need to build a consensus and take later action. Many times these meetings allow the board, to get a better understanding of the pulse of the membership and to garner support or remove a matter from further consideration. Association documents do not generally require strict Roberts Rules of Order or a quorum.
Board of Directors Meetings
Board of director meetings are the most difficult meeting to pigeonhole because of all the various ways in which governing documents are written. There may be very specific notification requirements or, in some cases, none whatsoever. The governing documents may specially require a set number of meetings per year, while most have no such meeting requirement. However, whatever your governing documents require with regard to board meetings, these requirements need to be followed. Such as if portions of the board meeting are required to be open to the general membership, that requirement needs to be followed. Even though it is difficult to pigeonhole all board meetings, one universal constant with all board meetings is that there must be a quorum of the board in attendance before any business can be conducted.
In a nutshell, the vast majority of association business is conducted at the board of directors meeting. Board members set policy, oversee the manager’s work, select vendors, review operations, resolve disputes, talk to residents, and plan for the future. The harmony and success of an entire association is often directly linked to constructive board meetings. The general membership is usually not allowed to participate in a board meeting.
Executive Session
Executive sessions of the board of directors are provided by state statute so that boards can address issues involving privileged information and matters of private nature. As a result, members do not have a right to attend executive sessions. Generally, boards of directors may only go into executive session for the following issues:
- Legal Issues: Boards may go into executive session to discuss litigation and, in certain instances, if the matter could lead to litigation. Meeting in executive session preserves attorney-client privilege. The association’s attorney does not need to be present for the board to go into executive session or to discuss legal issues.
- Negotiation of Contracts: Boards may consider matters relating to the negotiation of contracts with third parties.
- Hearings: Boards should meet in executive session for all violation hearings. The accused member is entitled to attend the executive session for that portion of the meeting dealing with a member’s hearing.
- Personnel Issues: If the association has employees, personnel matters which may include, but are not limited to, hiring, firing, raises, disciplinary matters and performance reviews, should be addressed in executive session.
- Collection Issues: Boards should enter executive session for matters relating to membership collections. The decision to initiate foreclosure proceedings can only be made by the board of directors of the association and may not be delegated to an agent of the association. Board members should meet with delinquent members in executive session to discuss requests by these members for payment plans.
The Key Point of All Meetings
The key point about any association meeting is that the governing documents, bylaws and/or declarations, are the road map to be follow. WDMC
Copyright – William Douglas Management, Inc. 2016