Improperly Noticed Annual Membership Meeting

IF Challenged through the courts, anything that happened at the meeting may be considered invalid.

Realistically, unless something of controversy is done at the meeting, it's likely a non-issue other than an internal indication of additional education needed for the Board.

Have you contacted the Board and voiced your concerns?

Are you saying because there is no attached agenda, that the meeting could be foreseen as invalid?

That notice is similar to ours. We do not send out an agenda. We only send out the notice (with a proxy) and the budget for the upcoming year. Of course, at our annual meeting, we only approve the previous year's minutes, ratify the budget and elect new board members. We do have a general session after the formal meeting so if members have any questions/concerns.

I agree with Tim.

The annual meeting is not a board meeting and the board should not control the meeting. Since the board theoretically does not preside over the annual meeting, to whom would a member submit a request for an item to be on the agenda?

This has one ask the question:

Is the meeting notice the single piece of paper with the word NOTICE on it OR is it the entire package that is sent to the member to announce the meeting (package including things like wording of any amendments, proxy forms or ballots (if voting by mail), perhaps a letter from the President and a document stating the time and place of the meeting)?

CA 7511:

(a) Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less than 10 nor more than 90 days before the date of the meeting to each member who, on the record date for notice of the meeting, is entitled to vote thereat; provided, however, that if notice is given by mail, and the notice is not mailed by first-class, registered, or certified mail, that notice shall be given not less than 20 days before the meeting. Subject to subdivision (f), and subdivision (b) of Section 7512, the notice shall state the place, date and time of the meeting, the means of electronic transmission by and to the corporation (Sections 20 and 21) or electronic video screen communication, if any, by which members may participate in that
meeting, and (1) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of the regular meeting, those matters which the board, at the time the notice is given, intends to present
for action by the members, but, except as provided in subdivision (b)of Section 7512, any proper matter may be presented at the meeting for the action. The notice of any meeting at which directors are to be elected shall include the names of all those who are nominees at
the time the notice is given to members.

(b) Notice of a members' meeting or any report shall be given personally, by electronic transmission by a corporation, or by mail or other means of written communication, addressed to a member at the address of the member appearing on the books of the corporation or given by the member to the corporation for purpose of notice; or if no such address appears or is given, at the place where the principal office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal office is located. An affidavit of giving of any notice or report in accordance with the provisions of this part, executed by the secretary, assistant secretary or any transfer agent, shall be prima facie evidence of the giving of the notice or report.

If any notice or report addressed to the member at the address of the member appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver
the notice or report to the member at the address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available for the member upon written demand of the member at the principal office of the corporation for a period of one year from the date of the giving of the notice or report to all other members. Notice given by electronic transmission by the corporation under this subdivision shall be valid only if it complies with Section 20. Notwithstanding the foregoing, notice shall not be given by electronic transmission by the corporation under this subdivision
after either of the following:
(1) The corporation is unable to deliver two consecutive notices to the member by that means.
(2) The inability to so deliver the notices to the member becomes known to the secretary, any assistant secretary, the transfer agent, or other person responsible for the giving of the notice.

(c) Upon request in writing to the corporation addressed to the attention of the chairman of the board, president, vice president, or secretary by any person (other than the board) entitled to call a special meeting of members, the officer forthwith shall cause notice to be given to the members entitled to vote that a meeting will be held at a time fixed by the board not less than 35 nor more than 90 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons entitled to call the meeting may give the notice or the superior court of the proper county shall summarily order the giving of the notice, after notice to the corporation giving it an opportunity to be heard. The court may issue such orders as may be appropriate, including, without limitation, orders designating the time and place of the meeting,
the record date for determination of members entitled to vote, and the form of notice.

(d) When a members' meeting is adjourned to another time or place, unless the bylaws otherwise require and except as provided in this subdivision, notice need not be given of the adjourned meeting if the time and place thereof (or the means of electronic transmission by and to the corporation or electronic video screen communication, if any, by which members may participate) are announced at the meeting at which the adjournment is taken. No meeting may be adjourned for more than 45 days. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If after the adjournment a new record date is fixed for notice or voting, a notice of the adjourned meeting shall be given to each member who, on the record date for notice of the meeting, is entitled to vote at the meeting.

(e) The transactions of any meeting of members however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person (or, if proxies are allowed, by proxy), provides a waiver of notice or consent to the holding of the meeting or an approval of the minutes thereof in writing. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of and presence at the meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters
required by this part to be included in the notice but not so included, if the objection is expressly made at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of members need be specified in any written waiver of notice, consent to the holding of the meeting or approval of the minutes thereof, unless otherwise provided in the articles or bylaws, except as provided in subdivision (f).

(f) Any approval of the members required under Section 7222, 7224, 7233, 7812, 8610, or 8719, other than unanimous approval by those entitled to vote, shall be valid only if the general nature of the proposal so approved was stated in the notice of meeting or in any
written waiver of notice.

(g) A court may find that notice not given in conformity with this section is still valid, if it was given in a fair and reasonable manner.

Richard, I agree that what you provided would certainly qualify as a proper notice.

However, couldn't that same information be contained on several different documents and, if delivered at the same time in the same envelope, also count as a proper notice?

Example:

Cover letter mentions date, time and place of meeting.
A Directed Proxy form or mail in ballot specifies the purpose of meeting.
An additional paper is included that gives the language of a proposed amendment
An additional paper provides the names and bio of candidates for Director.

Thanks for the replies.

We just received the agenda notice today for Saturday's annual meeting. This is 4 days notice & contrary to the 30 days required in corp code 7511.

On the agenda is a request to approve the budget meeting minutes & executive session meeting minutes. The board will most likely proceed and approve the minutes.

As far as I understand, the board *may* approve the annual meeting minutes.

https://www.davis-stirling.com/tabid/1567/Default.aspxANNUAL MEETING MINUTES:

QUESTION: Because of the new secret balloting requirements, we can't get enough people to the annual meeting to conduct routine business, such as approving the minutes of the prior annual meeting. Can we skip the approval of minutes?

ANSWER: Normally, approval of the prior year's minutes is an agenda item at the annual meeting. The secretary will often ask for a motion to waive the reading of the minutes and then ask for a motion to approve the minutes. The membership normally approves with a voice vote.

Board Approval. However, it is permissible to leave the approval to the board of directors. Minutes that do not come up for review within a quarterly time interval, may be approved by the board.
When the next business session will not be held within a quarterly time interval... the executive board or a committee appointed for the purpose should be authorized to approve the minutes. (Robert's Rules, 11th ed., pp. 474-475.)

Minutes of one annual meeting should not be held for action until the next one a year later. (Robert's Rules, 11th ed., p. 95.)
Allowing the board to approve minutes has the added benefit of posting meeting minutes within thirty days of the meeting rather than waiting a year for the next annual meeting.
When the minutes are approved, the word Approved, with the secretary's initials and the date, should be written below them. (Robert's Rules, 11th ed., p. 475.)
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Richard,

Good catch! Thank you.

Our HOA attorney ought to provide advice/counsel for our association on the matter.

The citation you made says the results will be noted in the next Board meeting minutes.

General Membership Meeting minutes are typically approved at the next general membership meeting.

Something that is available for review is not necessarily something that is published. The item simply needs to be made available if requested.

We announce results at the annual meeting. However, if the Association is large enough, I can see the counting taking longer and results being announced later. I believe that this is the process that is being addressed in by the citation provided.

My best guess would be:

1) Annual meeting occurs (minutes kept).

2) Votes are tabulated and provided to the Board, winning candidates are notified and a Board meeting is set-up within the time line (ours is within 10 days after the election).

3) Board meeting is held, election results recorded in the Board meeting minutes (as required by statute), Officers are appointed.

4) Within the 15 day time line, election results and new Officers are published in a newsletter, mass mailing or on the Association's website (whichever is required to satisfy the statute).

5) At the next annual meeting, the minute from the previous annual meeting are approved or amended and approved.

Our bylaws say that the minutes of the Annual Meeting MAY be approved at the next Board meeting. This happens if there was a motion at the Annual Meeting that involves taking action or spending money.

But this is in Michigan .. .

Fred

Annual Meetings are for the members. They are not Board meeting. Out of a Board of 5, only one shows for the Annual, that is the President, who will preside. The other 4 are home watching Monday Night Football, or the World Series. How do you approve minutes for a meeting you never attended.

Board meeting, Board approves. Member meetings, Members approves.

Annual Meeting, Meeting....

It is a Meeting, just like the supreme court ruled on "prevailing party" in tract 19051

It is an Annual "Meeting"

Everyone can spin and twist all they want, It will come done to the word "Meeting"

Richard, your a property manager...

You get Lawyer/Client privilege....

When a Lawyer tells you something, do you tell the Board its this way only?

or do you tell the Board to do some research and get second and third opinions?

Fred

What do you think?

Fred

I have been on this site since November 2009. Show me ONE time, I have ever defended ANY attorney!

In all my years managing, I have never picked up the phone and called an attorney on behalf of a client, never had to.

I hope you know what I think of MC.

Fred

The regular posters on this site tend to play lawyers once in a while, even if we shouldn't. I really don't think it is that difficult to read something and interpret its meaning.

Only the members present, in person or by proxy (if allowed) can adjourn a meeting, if the motion is made and voted upon.

Putting the results in next month's meeting is not the same as approving the minutes. If it were, the newly elected board couldn't be seated until next year when the minutes are approved.

"What do you say about 100 lawyers at the bottom of the ocean"? My belief is, "That's a start".