Member meeting vs. board meeting

There has been discussion about the differences between member/owner and board meetings which I hadn't thought of before. And it is said that the board does not preside over member meetings. Our Declaration says that at member/owner meetings, a quorum is established by a majority of member votes present but then it says "At the annual meeting, the Board shall present an accounting of the maintenance fund...and the estimated maintenance for the coming fiscal year...". Any comments about who presides? Or would the chairman present a report from the board? Thanks.

For any given meeting of an organization, one has to keep in mind who, under the rule's of the organization, can make motions; can second motions; can discuss motions; and can vote on motions. This is what is key, legally.

For owners' meetings, this would be the owners. At owners' meetings and per the governing documents and state statutes, directors have no special authority.

One officer has special authority at owners' meetings: The President. I opine: Never forget that the root of the word "president" is "preside." "Presiding" is an important function. Much power attaches to it. It can be abused. I think good presidents will try to step out of themselves when presiding at meetings, recognizing all have a right to be heard, as long as all abide by a set of reasonable rules, and even if the president feels differently than the owner who wishes to speak.

With regard to this:
This should be just one topic of perhaps several on the annual meeting agenda. The verbiage above does not mean the Board takes control of the meeting. Instead, it means what it says. IMO a wise President will ask the board to pick one person to present an accounting of the maintenance fund. The President should of course allow questions on the fund. The directors should be civil and generous in deciding who answers what question, or whether it's a joint response, even if a director wants to say, "I did not agree with such-and-such, but the board outvoted me. I abide by the majority rule. Being outvoted happens. So just saying."

As others wrote, the president traditionally presides at members meetings. At ours, other board members sit at the board table, but they don't participate. I know at this forum we'v seen that community managers sometimes preside and the HOA attorney also sometimes presides. Ours, as a prt of his retainer, attends our annual meeting and election to assist the inspectors of election who tabulate the ballots, and to answer questions from anyone in attendance

I'm surprised though, Terri, that the distinction between members meeting and board meetings isn't in your Bylaws. Other info in your Bylaws includes who may call a meeting of the members. Special meetings of the members, for instance, may be a called by owners, but there probably is a particular procedure to do that. More info about such meetings in CA are in Corporations Code, but Davis-stirling.com has a lot , too.

Your declaration says the board must present an accounting of the maintenance fund at the annual meeting and election. But that varies from one HOA to another. Some states might require such a report, but CA does not and such an account isn't presented at our annual meeting. Generally, our HOA also has no other matters on the annual meeting agenda except for the election. An Owners forum is required in CA.

But other accounts of annual meetings we've seen here seem to include committee reports and a variety of agenda items. I don't know why since most of the "other" matters in such accounts that I've seen here suggest that some of these agenda items are really board items. But some of these annual meeting are contentious, but I don't know why such hostility emerges.

At members meetings, even with the president presiding--it's members who make, second & vote on motions such as to approve the previous annual meeting minutes, to close balloting, and to adjourn the meeting.

To Cathy's point and she, of course, is correct. Directors who are owners (not all are required to be in all HOAs), may make motions.But I think it's just a nice courtesy if directors let non-directors do that work. It's so rare that they're able to. Certainly, if a there is complete silence, a director might step in to make a motion.

Thank YOU, Terri for probably helping more folks that you think! Having read postings on this forum for several years now, I feel safe in saying that posters not knowing the distinction between members meetings and board meetings is very common.

I think there are two reasons. One is that directors also are termed "board members." So on its own, the world "member" can SEEM to mean a board member.

The 2nd reason is that in open meeting states, and maybe in all states, members (owners) commonly refer to board meetings as "HOA meetings." To me, "HOA meetings" should be reserved to mean meetings of all in the HOA, i.e, members meetings.

So to those new at readings your Bylaws, which is where the various kinds of meetings are discussed, make sure you notice the difference been meetings of the members and meetings of the board.

And there it is in the By-laws, first thing under President's duties: "Preside over all meetings of the Members and of the Board."

Even though the by-laws mention the Davis-Stirling Act, none of the directors had ever heard of it. They were using proxies as ballots in director elections and having members send them to the president to vote on their behalf. And on and on and on.

One would think our directors had never read the Declaration, the by-laws or any statutes.

No receivership. What many want to do is convert to a road association. Only common areas are roads and green belt. Maybe the green belt could be transferred to a conservation easement but it might be too small - only 10 acres or so. Some neighbors are looking into it.