Many associations schedule their annual member and budget ratification meetings in the last months of the year. Annual meetings give an opportunity for owners to vote on one of the primary matters within their control: the election of board members. More members typically attend these meetings than board meetings, and they expect to receive information about important association business and have a chance to ask questions about board actions. Associations should recognize the need to balance member participation and information dissemination with meeting control. No owner wants to attend long, unproductive meetings, nor do members want to show up to the meeting only to learn that they cannot conduct business due to a technical legal issue such as improper notice or lack of quorum.
Associations should watch for missteps in the following areas in particular to ensure successful annual meetings:
Notice. In general, associations should inform their members of annual meetings by sending written notice at least 10 days, and not more than 50 days, before the meeting. Sending notice by email only will not likely satisfy the notice requirements. Associations must also post notice and can give electronic notice in addition to other forms. The notice must state the time and place of the meeting and the purpose for the meeting. Some agenda items, such as proposed amendments to the declaration or bylaws, budget changes, or proposals to remove someone from the board, may require special notice to the members.
Record Date. Most associations’ bylaws establish a record date for the purpose of determining the list of members who can vote at the meeting. The record date helps to sort out the proper owners and, in those cases where only owners who have paid their assessments may vote, establishes the date by which owners must bring their accounts current if they desire to vote. Boards should determine the record date if the bylaws do not establish one and should consider using the notice date or meeting date as the record date.
Quorum and Proxies. Because the membership must establish quorum before it can take any action, associations should encourage their owners to attend the annual meeting or give a proxy to another person who can appear at the meeting. Contrary to what some owners think, proxy forms need not include a place for the owner to cast a vote. Proxies are not ballots. If owners have historically failed to establish quorum, the board may need to wage a “get out the vote” campaign through written reminders and door knocking.
Owner Forum. The annual member meeting should include time for member input in the form of an owner forum. Owner forums should not devolve into free-for-all comment sessions. To best allocate time to members and facilitate discussion at the forum, boards should adopt a forum protocol prior to the member meeting. Your association’s policies regarding meetings may already address these matters. While owner input is appropriate, boards are not required to take action to address the statements made during the meeting.
Your association’s bylaws may dictate more specific procedures and may control over the general procedures discussed here. Make sure to consult the bylaws in the meeting planning process. If you have any questions regarding your association’s bylaws, meeting policy, annual member meeting, or budget ratification, please contact one of our attorneys at (303) 863-1870.