No In-Person Annual Meeting

We are looking into not holding an in-person annual meeting.

We would like to conduct all annual meeting votes via mail-ins or electronically. Maybe with the option for homeowners to participate in a call-in phone conversation.

Our lawyers are checking to see what might work under PA law.

As a reminder - although PA is not generally an open-meeting state, it is for the annual meeting with stipulations on advance notices and required information. We would continue to follow these state law requirements.

Is anyone doing something along these lines?

Any suggestions?

What would your state laws allow?

Thanks.

This might work if you are under 15 units AND everyone had electronic capability/access.

All it would take is one member to complain they were denied access to the annual meeting to make it invalid.

Why is it that your board is looking at this as an option?

Good question John. Brief answer below:

1. When I was on the BOD, that's the way we did things. I was master of ceremonies, HOA Pres, chief presenter, chief cook and bottle washer, etc. I'm done with all that now.

2. No MC or employees. So all responsibility is on the current BOD members. None are great presenters. All would gladly step down if someone would be willing to take their place.

3. We put out at least 30 general announcements each year by email (or hand delivery if the owner doesn't have email). We answer all responses in a matter of days, rarely more than a week.

4. We do a pre-annual meeting survey every year. Better than 75% response rate. We have a good sense of what the entire community is thinking, not just those who show at a meeting. For example, none of the families with small children ever come to the meetings, but almost all of them participate in the survey.

5. We don't need surprises. Example. At last year's annual meeting, we spent almost 20 minutes listening to homeowners go back and forth on whether generators should be allowed. No one had checked with the township in advance so that we could have a clear picture of what's allowed and why. So it was just a bunch of uninformed personal opinions. Waste of everyone's time. If the issue had been raised in advanced, and the BOD had time to investigate, there could have been a decent conversation. Current BOD members aren't good at managing these conversations and we aren't willing to pay an outsider to oversee the meeting.

6. Gripes. That's the only reason why some people show up. Same people every year. Never served on the BOD themselves but always have a better way. One of the big reason that our BOD members resign. Who needs it.

7. The necessary business of the annual meeting is voting. The last time we had 2 people run for one seat was 8 years ago. The budget was ratified every year for the last 30 years. End of voting.

8. If we have something of importance to discuss, we will hold a meeting. For example, we'll need 2/3 approval of all members to pass the voting amendments that our attorneys prepare.

Thanks Sue and ND

Yes, I understand that it might seem strange. And I will admit that much of it is to reduce the burden on the BOD who are doing many things well, but are stretched.

I agree that we will probably have people who complain that they won't be able to come and complain (see item 6 in my list to John.) But if 2/3 of the owners agree, then we'll make the change.

We can discuss this side of the coin on and on. But I'd really like to get some feedback on the positive side of the issue. If we do it - What the best way to proceed?

NpS . . . sounds like you may be blazing a new trail . . . so I don't know the best way to proceed, only offer ideas and pros/cons. But if 2/3 of your owners are good with the idea and your lawyer gives the green light, then the lawyer should also be able to tell you how to implement the idea and still be in compliance with PA law and your governing docs.

Side note . . . regardless of in-person meeting or teleconference or skype or other method . . . if you still provide opportunity for members to speak during the event, the complainers will still complain and if the board/president/chairman can't control the meeting, limit time, and keep things on track, then you'll probably end up in a worse situation than an in-person meeting with chaos and people talking over one another with no real idea of who is saying what.

There are probably ways (google search apps and programs) you could do a one-way teleconference where people can listen and not talk themselves as well as allow the opportunity for questions to be submitted ahead of time or live by way of typing through some portal . . . which would allow you to entertain appropriate questions/feedback and ignore or refute things that you don't want to talk about.

But still I think trying to do something like this is more painful than letting the complainers attend a meeting and be heard for a little bit. You just need folks with thicker skin and more of an ability to control the crowd. Maybe you could even hire someone to do this for you. You should establish meeting rules that if not complied with will result in people being tossed out or the meeting quickly coming to an end.

NPS

There is no good alternative to not having a face to face meeting. I say trying to avoid such is not a good idea. Also many will behave differently behind a phone or keyboard than they would in publioc.

Overall, I say a bad idea.

Lawyer already on it. As I said previously, we will only make the change if the lawyer gives us a green light and we get 2/3 vote needed to approve the amendment that the lawyer draws up. Thx.

Hi Geno

Agree that an MC would do a better job at managing meetings. But they also come with baggage.

We went through a 5-6 MCs before we decided to self-manage. Some of the factors for the change were:

1. None of the MCs ever managed vendors as well as people who live here.

2. Most MCs managed to noise level. Squeaky wheels got their way, and the BOD was told that everything was under control. When the MC screwed up, the MC staff often told complaining owners that they were doing their best to get an answer from the BOD. They never took ownership of their own mistakes either to the BOD or to the owners.

3. We were small potatoes and we felt it.

Our BOD members put in more time than you might believe. It's not about exerting themselves. It's about finding a better way to deal with the meetings than we are doing now.

I understand your point about wanting to look someone in the eye. Maybe we'll wind up with an electronic means of doing it.

Good thoughts ND.

I don't think we'll go with one way communications. We'll need to explore which apps would work. I've sat in on many conference calls where people type in their questions. Might work for us. Have also sat in on some electronic town hall meetings where things could easily be managed because time limits were adhered to by turning on and off mikes. Might work for us too. Obviously, were not far enough along to know what will work best - but we're open to any ideas you might have.

As far as letting the complainers attend, that's not really the issue. The chronic complainers eat up nearly half of our time all year long. We went from less than 50% reserve funding to over 100% in 6 years. During that time, we spent over $300k on streets and curbing without a special assessment or raising fees. More than 40 updates to the community on what was going on and a poorly attended special meeting. We still got gripes from or chronic complaints that they were inconvenienced. Sufficient to get one BOD member to quit.

I think it's a horrible idea and would ask that you step down if you don't want to bother to meet face to face with your constituents. Therefore I wouldn't offer any suggestions to make it work.

If you abide by Roberts Rules, you cannot do this unless the bylaws say you can. Amend the bylaws to allow electronic meetings, specifically the annual meeting.

I haven't used a proxy in 12 plus years. The Board creates a proxy whereas the Board controls the election outcome. I could be wrong, but I believe elections in Russia or China are fairer.

Inconvenient, lazy or just couldn't care. That's just a cop out in my opinion.

IF, one person showed up, they would get the same speech as if the room was full. That person took the time to be a part of the process.

To pull the thread a bit on Cathy's last statement . . .

Setting up something like this for the current Board may work since they seem to want to do the right thing; however, what happens in the future when you have a less-than-ethical Board operating under the same "no in-person annual meetings"? It presents a mechanism and easy opportunity for them to continue doing things in an underhanded, sneaky manner. Undoing this "no in-person meeting" activity at that point will be difficult.

It may be tough to do, but the Board needs to shut these complainers down on multiple fronts. By allowing them so much time and opportunity to complain and hijack meetings and other time throughout the year, the Board is just fueling the fire. Acknowledge their complaints without really responding to them. Shut them down when they complain at meetings about things already on record. Refute their complaints, not by directly responding to them, but by negating their points by highlighting the successes and accomplishments of the HOA. Pretty soon they will quiet down if they don't receive the validation that they are used to receiving by being allowed to steal the Board's time and headspace. Also, probably more neighbors than you think already know these complainers are idiots and have already chosen to ignore them. When the complainers stop receiving the time and validation that they seek, hopefully they will move on to something else for their enjoyment.

I think it's fine as long as you're covering your bases legally and a sufficiently high enough percentage of your membership supports it. Personally, I would welcome the ability to participate in an HOA meeting without being physically present, but I do this a lot for business, so I'm already pretty comfortable with it. It's not going to be right for every HOA, but I think it could work great for some.

Re: shutting down the chronic complainers at the annual meeting -

The most helpful thing we did was have our attorney run the annual meeting (provided at modest cost). People who feel no qualms about ranting at or insulting the PM or board members will not do the same to our lawyer. It's partly because of the lawyer's status and partly because it's clear that he knows what he's doing and moves the meeting along according to the agenda.

We also invite people to submit questions and comments ahead of time, and these items appear on the agenda. Goes a long way to making people feel that they're being heard, and gives the board time to do some research and provide thoughtful responses. All this makes the complainers look more like cranks than reasonable folks with legitimate issues. We set a positive tone a month ahead of the meeting with the notice and election materials, and we stay on message throughout.

ND's last paragraph is an excellent description of important skills for all board members. Every community has a few homeowners who thrive on conflict and controversy, the board and PM are favorite targets, and they can poison a community's atmosphere if allowed to run unchecked. Having a standard playbook that you use when dealing with these folks keeps you in control and makes their shenanigans seem less personal.

- What percentage of owners actually attend your annual meetings? Mail-in votes and proxies don't count.

Without proxies I doubt we would meet Quorum of 20%. 112 owners.

- How many of you use proxies that automatically make the Board the Proxy holder so that the Board can control the election outcomes?

We do. They are mailed out along with the Annual Meeting Info.

- How many have annual meetings at times that are inconvenient for a large segment of your homeowner population?

We meet at 6pm on a Saturday at a public library that is 3 miles away.

Reported to the BOD yesterday on comments I received here. Still intent on moving forward. Thanks Tim.

How are you going to hold a secret ballot vote by skype? Or an election where ballot privacy must be honored? I think once a year to ask people to get together in person is not unreasonable.

What works at a business mtg is not applicable at a membership meeting.

Wen unable to raise a Quorum some say well our owners are apathetic. I ask, might it not be they are happy the way things are and do not want any change?

I might have said something confusing earlier. We have 112 owners and need 20% (23 owners) for a quorum. Without Proxies we would not make Quorum

Not sure if the BOD would want to. If we did, it would be announced in advance. Good question to ask our lawyers before we settle on what we're going to do. Thanks.

Thanks John

- Without Proxies. Same here. A lot of wasted energy for such a limited result.

- Directed Proxies. I get that you use proxies, but my question was if you used proxies that automatically give authority to the BOD. (Directed proxies with authority to a BOD member). We've had MCs suggest we use them, and rejected it. Thought it put too much power in the hands of people who might want to hang onto their position even if they did a poor job.

- Inconvenient time. Don't think we'll do weekends. Our current Pres is a golfer. We did go to a more inconvenient time of year when we changed from a Dec 31 year-end to a Mar 31 year-end. Annual meeting went from Nov to Feb. More likely that we have bad weather in Feb. Black ice in these parts will get you.

Our Proxies (which our MC mails out with the notice of the Annual Meeting) has two boxes to be checked.

First says to be used for establishing a Quorum only and can be voted by the BOD.

Second says to be used for establishing a Quorum and assigned to............name here.......... to be voted.

About 90% have the first checked off. Those that solicit proxies, such as I do, have the solicitor named as the solicitor asked for such is about 10%.

As I said, without Proxies we would probably not make Quorum.

In 5 years we have always made Quorum but we only had two BOD elections with more candidates than open position. In out last 3, we had to go begging for people to be on the BOD thus no elections.

I am still opposed to not having a face to face meeting. Not opposed to those not attending being able to listening in but I would not allow them to speak, just listen.

Looks like you’ve got a lot of bylaw re-writing to do. All these things you are talking about must be in the bylaws.

Reminder: the Annual Meeting is different than a board meeting for what you want to do. At an Annual Meeting, EVERY Member must have full access to the meeting and participation rights.

Why dont you start with setting up board meetings electronically first?

Says who or what?