Notice of HOA Board meetings in VA

Virginia law appears a little confusing on this issue and I can see how there might be a difference of opinion. I'll give you my opinion.

Meetings of the board are specifically mentioned in "§55-510.1. Meetings of the board of directors." There it states: "B. Notice of the time, date and place of each meeting of the board of directors or of any subcommittee or other committee thereof shall be published where it is reasonably calculated to be available to a majority of the lot owners."

So, that's where I think you're getting the "notice given in a place a majority of the homeowners would be able to be notified" from. However, note that there is nothing stated as to how much notice is required and maybe that's why your President and Secretary don't believe there to be a time requirement of 14 days.

The 14-day notice requirement appears in "§55-510. Access to association records; association meetings; notice." There it says: "F. Meetings of the association shall be held in accordance with the provisions of the bylaws at least once each year after the formation of the association. The bylaws shall specify an officer or his agent who shall, at least 14 days in advance of any annual or regularly scheduled meeting, and at least seven days in advance of any other meeting, send to each member notice of the time, place, and purposes of such meeting. Notice shall be sent by United States mail to all members at the address of their respective lots unless the member has provided to such officer or his agent an address other than the address of the member's lot; or notice may be hand delivered by the officer or his agent, provided the officer or his agent certifies in writing that notice was delivered to the member."

I think your President and Secretary believe the 14-day notice requirement applies only to meetings of the entire association and not to meetings of the board of directors. Another interesting point is that the delivery requirements (U.S. mail vs. a posted notice) are different, so it appears to support this conclusion.

Now, let's turn our attention to "§55-509. Definitions." This is the section people often overlook. Here we find the definition of "meetings." ""Meeting" or "meetings" means the formal gathering of the board of directors where the business of the association is discussed or transacted."

Thus, it appears the use of the word "meeting" or "meetings" would apply to meetings of the entire association AND the board of directors. Furthermore, §55-510.1 is subordinate to §55-510, and the 14-day requirement would apply to board meetings as well as meetings of the entire association. I believe that §55-510.1 is intended to allow the posting of the meeting notice in a conspicuous place in lieu of requiring notice by U.S. mail in the case of board meetings, because requiring U.S. mail for meetings as frequent as board meetings would be prohibitively expensive. The 14-day requirement, however, still holds.

That's my reasoning and interpretation. There may be differing opinions.

Personally, I think where there could be some confusion as to the requirements, you can't go wrong by taking the safe approach. Give the 14-day notice.

Natalie,

For meetings of the membership two statutes apply:

VA Non-stock Corporation act § 13.1-842 and VPOAA § 55.510 (item F).

Reading these two statutes (and yes there is a bit of conflict between them), a meeting of the general membership requires a minimum of 14 days and no more than 60 days notice (as this will satisfy both of them) OR what the governing documents specify providing they are between 14 and 60 for the annual or regularly scheduled meetings of the membership.

Even though the VPOAA requires a minimum 7 days notice to the membership for any other meeting, if your Association is incorporated (most are) corporate laws require a minimum of 10 days notice.

For Board meetings, VA Non-Profit Corp Act § 13.1-866 and VPOAA § 55.510.1 apply. Basically these laws are saying the following:

a) Membership must be informed of the meeting by posting a notice (no time frame given)
b) Regularly scheduled meetings (1st of each month, every 2nd tues. etc.) requires no notice be given to the members of the Board (membership must still be notified).
c) Special meetings of the Board requires advance notice to Board members but the time frame would be outlined in the governing documents or adopted by the board as a resolution (membership must still be notified).

Since there is no specific time line within the Statutes (and I expect no specific time line in your governing documents) it appears that the Board may determine the amount of notice the membership is given of Board meetings.

However, my advice would be a minimum of 7 if you are not incorporated and 10 days if you are incorporated. I offer this recommendation because this is what the statutes say is minimal notice requirements for a member wanting to attend a membership meeting. Therefore, it makes sense that using these same numbers the board would minimize any lack of notice or improper notice challenge.

NOTE: Sending notice by e-mail does not satisfy VPOAA § 55.510.1 which states:

"Notice of the time, date and place of each meeting of the board of directors or of any subcommittee or other committee thereof shall be published where it is reasonably calculated to be available to a majority of the lot owners."

Publishing typically implies newsletters, posting of fliers, placed on a website, advertised in the local paper, etc.. An owner may request that notices be sent by e-mail. However, the Association has a duty to also inform those who did not request notice by e-mail.

Tim

Bruce,

Forgot to add that because the notice requirements of Association meetings are under 55.510 and meetings of the Board are discussed under 55.510.1, it does get confusing and an argument could be made either way. However, I do agree with you that since the term meetings is defined as a meeting of the Board where business is conducted, that the 14 or 7 day notice is needed under the vpoaa and a minimum of 10 days if they are incorporated as a non-profit within VA.

Tim

Natalie,

You are correct. If there is a conflict between your documents and the law, the Association must comply with the law. Because they are scheduled meetings, Corporate law says the Directors are not required to be given notice but VPOAA requires that the membership is given notice.

I suspect that your governing documents were written prior to the notice requirements being adopted in the VPOAA. It serves as an example of the need for the Directors to familiarize themselves with State HOA/Corporate laws in addition to the Governing documents.

Tim