💬 Join us to post & get advice from 50,000 HOA & Condo leaders.

Create Free Account →

⚡ Takes 30 seconds

Already a member? Log in

TimB4 (Tennessee)
Posts: 21,062
Posted:
Starting a new topic where Robert brought this issue up. This way the thread will be easier to follow.

Quote:
Posted By RobertR1 on 12/28/2009 3:56 PM
Mary,
Of course you make perfect sense, as always, and base your commitment on your experiences and knowledge. If I recall the last conversation along these lines it was conceded that normally the Board runs the Annual meeting of the members, that is the way it is done. Speaking to the exception only and not to a specific post, what happens if the Board decides to conduct the meeting in an illegal fashion? Let's assume they voted on a dues increase and the documents say, explicitly that has to be done by a vote of the membership with prior notice and justification. The Board just moves on a does it and the minutes reflect the increase. Can the members take over the meeting? Suppose a member, board or otherwise brings council to the Annual Meeting? Don't they have to justify their presence? Can a member request that the room be cleared of all non-members or can the Board decree their presence is legal when they would have no knowledge of why a member would bring council to a Annual Meeting? Granted, all far fetched but is it out of the park? I don't know. I would ask if anyone having knowledge of a members annual meeting that was conducted by the members, please post about it. Certainly we have had posts that for what ever reason the entire board has announced at the annual meeting they resign or do not show up and owners have had to step in and assume authority, or did I just dream that?

I am NOT talking about replacing the Board, I am taking about who can conduct an annual meeting? I would also take exception to the Call for a Special Meeting under the documents as provided. If a special meeting is called to replace the Board and the Board decides not to conduct the meeting, what then?

All just talk from this end......subject of discussion.

TimB4 (Tennessee)
Posts: 21,062
Posted:
The following information is from Virgina's Fairfax County Community Association Manual:

General Membership Meetings:

The state laws require all condominium and homeowner associations to hold at
least one full membership meeting per year. In reality, this is still a board meeting, but for which the laws mandate a written notice to be sent to all members (even if no members have requested to be notified), and for which the laws prescribe an agenda item, the election of directors. The election of directors is one of the decisions reserved, by law and the recorded governing documents, for the members to decide by their vote. If the directors’ terms are for multiple years
and are staggered, only one or a very few positions may be elected each year.

Often, community apathy, lack of information and promotion, and “ho-hum” attitudes of members result in a poor or even non-quorum turnout that causes particular difficulties for the board and management. All board members should contribute an aggressive approach to generating membership participation in the annual election meeting. To this end, many associations publish bio-sketches and written statements and goals of the candidates in the newsletter or website, conduct a “meet the candidates” night or similar activity, and generally run a “get out the vote” campaign to get the association’s members involved.

Other association matters and business may be conducted at this annual meeting, some of which may be voted on by the full membership and others by the directors only, in accordance with the governing documents. The annual meeting does not rescind or bestow different authorities or voting rights upon the directors or the members than is normal. Many associations require an annual audit report and/or annual budget to be presented to the membership for comment, discussion and/or explanation prior to approval voting. Some associations require budget approval by the full membership; others by the directors only. Nevertheless, these are logical matters to be scheduled and conducted at the annual meeting of all members.

Association bylaws normally state when the annual meeting is to be held, the notification procedures to be used, and the requirements for voting eligibility. Some associations publish the agenda for the meeting in the community newsletter, post notices of the meeting on bulletin boards, and mail notices to the residents to generate attendance. In some associations, the order
of business for a general membership/election meeting is set by the governing documents. For others, the president, the board of directors, or the management determines the agenda or order of business. A typical agenda includes:

1. Call to order 7. Election of officers
2. Approval of minutes of last meeting 8. Approval of assessment/budget
3. Acceptance of treasurer’s report 9. Old business
4. Report of board of directors 10. New business
5. Reports of all committees 11. Adjournment
6. Report of management agent

Points for Effective Meetings -

The president or presiding officer must follow the requirements of the law, the agenda, maintain order, and allow for all viewpoints. Knowledge of basic parliamentary procedure is helpful but strict adherence to Robert’s Rules of Order12 is not essential. A successful meeting requires adequate planning,
cooperation of all members, and should include:

• advance notice of a date, time and place convenient to a majority of members,
distribution of the agenda, issues and procedures, and promotion of attendance;

• selection of a meeting place with enough seating, lighting, ventilation, and
parking facilities;

• preparation of election ballots, financial statements, committee and general
reports, etc., to be distributed at the meeting; and officers’ preparation to discuss and answer questions about community issues and problems.

Discussions should not be so short as to prevent adequate consideration of an issue. The time allotted to each issue, however, should be limited to allow the meeting to proceed on schedule. A time limit also alerts members to make their point as quickly as possible and keeps discussion from digressing from the issue. The Fairfax County Public Library has many books that discuss effective meetings. County school and library facilities are available, rent free, for meetings of County nonprofit organizations. The County library has installed listening systems in its community and regional branches to assist persons
who are hearing impaired. An association representative must contact/visit the school or library in advance for seating capacity, scheduling and a reservation.

Meeting officers should:

• begin and end the meeting within 10 minutes of the scheduled time, adhere to the agenda and set time limits for the discussion of each topic;

• carefully present each motion by providing its historical background, clearly
summarize the issue and guide the debate; and

• recognize in turn each person who wishes to speak, keep the discussion relevant to the issue, and maintain the announced time limits.

MaryA1 (Arizona)
Posts: 7,043
Posted:
Tim,

I don't know who wrote this manual; however it is not law; only one person's interpretation of VA HOA law. Much like the opinions we all post here. Having said that, I must take exception to one statement in the manual which says: "Other association matters and business may be conducted at this annual meeting, some of which may be voted on by the full membership and others by the directors only, in accordance with the governing documents." I would not say it would be illegal to conduct a members' meeting this way; however, I would find it highly unusual to bring before the membership issues that are to be voted on by the board; that's what board meeetings are for. I cannot imagine the bylaws or CCRs requiring board business to be conducted at a members' meeting. I find this statement to be highly questionable and really confusing especially to a person who is trying to learn how HOAs operate.
TimB4 (Tennessee)
Posts: 21,062
Posted:
Mary,

The Manual was written by the Fairfax County Government Consumer Protection Division with assistance from the local and State Realtor Board, CAI, County Planning Commission, State Corporation Commission and a slew of various lawyers and other State and County agencies. They do say that it should not be considered as legal advise. However, they do update and keep the manual current with existing laws. A link to the document follows:

http://www.fairfaxcounty.gov/consumer/community_assn_manual.htm

I can think of a few issues that, although a decision for the Board, would be brought to the membership:

Proposed Guideline changes(not CC&R changes)
Reserve funds issues
The Hiring a management company vs. self managed
The removing or restriction of parking

All of these are usually the sole decision of the Board but could (and should) be brought to the membership. Additionally, some of the issues that are the responsibility of the Board may be brought up by the membership.

I agree that the statement might have been written better. However, at least something of a guide in how to run Associations is being provided. I would submit that some guidance is better than no guidance, even if it might be confusing. Hopefully, that confusion will encourage research and the desire to improve rather then apathy.

Tim

RobertG (Arizona)
Posts: 505
Posted:
Quote:
Posted By MaryA1 on 12/29/2009 10:36 AM
Tim,

I don't know who wrote this manual; however it is not law; only one person's interpretation of VA HOA law. Much like the opinions we all post here. Having said that, I must take exception to one statement in the manual which says: "Other association matters and business may be conducted at this annual meeting, some of which may be voted on by the full membership and others by the directors only, in accordance with the governing documents." I would not say it would be illegal to conduct a members' meeting this way; however, I would find it highly unusual to bring before the membership issues that are to be voted on by the board; that's what board meeetings are for. I cannot imagine the bylaws or CCRs requiring board business to be conducted at a members' meeting. I find this statement to be highly questionable and really confusing especially to a person who is trying to learn how HOAs operate.

Mary are you saying that no business other than electing board members can be conducted at an annual meeting? Or are you saying that the annual meeting cannot be forced to conduct certain actions that a board meeting would normally do?
MaryA1 (Arizona)
Posts: 7,043
Posted:
Quote:
Posted By RobertG on 12/30/2009 3:23 PM
Posted By MaryA1 on 12/29/2009 10:36 AM
Tim,

I don't know who wrote this manual; however it is not law; only one person's interpretation of VA HOA law. Much like the opinions we all post here. Having said that, I must take exception to one statement in the manual which says: "Other association matters and business may be conducted at this annual meeting, some of which may be voted on by the full membership and others by the directors only, in accordance with the governing documents." I would not say it would be illegal to conduct a members' meeting this way; however, I would find it highly unusual to bring before the membership issues that are to be voted on by the board; that's what board meeetings are for. I cannot imagine the bylaws or CCRs requiring board business to be conducted at a members' meeting. I find this statement to be highly questionable and really confusing especially to a person who is trying to learn how HOAs operate.


Mary are you saying that no business other than electing board members can be conducted at an annual meeting? Or are you saying that the annual meeting cannot be forced to conduct certain actions that a board meeting would normally do?

Robert,

The latter! I just think the quoted statement is very misleading especially for people new to HOAs and to being a board member. Frankly, I don't think it proper to bring up issues at a member's meeting that are only to be voted on by the board. That's what board meetings are for. Of course these issues may be brought up if the board feels the members need to be aware of the action and also if they want member input; however, voting should be withheld until the next board meeting. Just my opinion, of course.
RobertR1 (South Carolina)
Posts: 5,164
Posted:
Although Mary and I don't agree about who can conduct annual meetings, I find the article at issue to be confusing and ambiguous in part. But after reading how it was put together I can see why it presents a problem to me.

I think this article is speaking in wide ranging generalities and, as normal around here, we are trying to address more specific at the moment problems.
I expect all this still leaves the door open for the associations to bend a little because of direct issues.
Example might be if the annual meeting falls apart for some reason and the survivors think it is important to make a record of what happened and do what ever it takes to get a set of minutes written, and a record of any action they (whoever) has to take to protect the association. There may be some faults in what is produced but if the intent is well founded, I doubt anyone would go to jail.

🎯 You've read this entire discussion

Join the conversation with 50,000 HOA & Condo Leaders:

  • ✓ Ask follow-up questions
  • ✓ Share your experience
  • ✓ Get expert advice
  • ✓ Access 350,000 discussions
Create Free Account →

⚡ Takes 30 seconds

Already a member? Log in here