This is a first in a series of articles on community association meetings. In this first article, we address the basics of community association meetings – why they are necessary and the basic components of a meeting. Future articles in this series will go into more detail on each of the meeting components, how a meeting is run, and what to do when mistakes are made in the meeting process.
Why are meetings even necessary? Condominium and homeowner associations are corporations – legal entities, comprised of individual “Members” who elect a small group of people (the “Board”) to operate the affairs of the corporation. The corporate entity has a substantial number of powers under its governing documents and state statutes–sometimes the authority to exercise a particular power is vested in the Board, and at others the authority is vested in the Members. Meetings of either the Board or the Members are the most common legal process through which those powers are exercised.
What are the requirements for a meeting to occur? Four basic requirements for a properly held meeting are (1) Notice; (2) Quorum; (3) Vote; and (4) Record.
(1) Notice. Except in the rare occasion of an emergency, a properly held meeting always requires advance notice, the timing and content of which depends upon the governing documents of the association and the particular purpose of the meeting.
(2) Quorum. A meeting of either the Board or the Members can only occur when a minimum number of the individuals that make up that particular body come together to discuss corporate matters – this minimum number of Members or directors that are required to be present in order to have a meeting is referred to as a “quorum.” With few exceptions, if a quorum is not achieved, a meeting cannot occur, corporate decisions cannot be made and corporate powers cannot be exercised.
Tip: A meeting of the Members is not simultaneously a meeting of the Board, even if a quorum of the Board is present at a Members’ meeting. Keep the meetings separate – if a power is to be exercised by the Board, the power is exercised by a vote of the directors at a Board meeting; and if a power is to be exercised by the Members, then the power is exercised by a vote of the Members at a Members’ meeting.
(3) Vote. At a properly convened meeting, decisions of that body are made by a vote of the constituents – directors voting at a Board meeting and the Members voting at a Members meeting. Votes at meetings can be cast in a number of different ways – by voice, raise of hands, or written ballot, with the minimum vote required for any particular action varying depending upon the action being taken and the association’s governing documents.
(4) Record. A written record of the corporate action taken at every meeting, referred to as “minutes,” must be created. Minutes will serve not only as notice to Members of what transpired at a meeting at which they may not have been present, but minutes are the primary evidence that a corporate action was properly taken.
In our next article, we will discuss meeting notice requirements.