HOA Board Meeting and Annual Meeting Notice Requirements

[vc_row][vc_column][vc_column_text]

Why are HOA board meetings important? In short, you can only make some decisions in a meeting. For example, most states require associations discuss and vote on financial business items only in an open board meeting. The legal requirements involved in what you can and can’t discuss in meetings makes each meeting important.

We occasionally hear from board members who want to reduce the number of board meetings they have. While we encourage board members to work efficiently, board members looking to save time are still going to have to attend meetings in accordance with their state legislature and governing documents.

This leads board members to ask, “how do we know what the meeting requirements for our meetings are?”

Today, we’re going to dig into the specific notice requirements for your board and annual member meetings. While each state has different noticing requirements for meetings, we can make some generalizations that apply to almost all HOA situations.

Additionally, keep in mind that your association’s governing documents might have additional rules that you may need to follow when holding meetings.

Related: What Are in the Basic Governing Documents of an HOA

What Is a Board Meeting?

An HOA board meeting is a meeting the board of directors holds at a regularly scheduled time and place for the purpose of discussing the association’s business.

There are several different types of board meetings:

Regular Board Meeting

The most common type of board meeting is a regular board meeting. In most states, regular board meetings are open to all HOA members (in other words, all members can attend). Whether or not your members can speak at the meeting depends on your state’s legislature.

The business items boards can discuss and vote on varies from state to state. Generally speaking, boards can expect to spend their time at regular board meetings reviewing and approving previous meeting minutes, making financial decisions, partnering with vendors, and creating and working with committees.

Under normal parliamentary procedure, typically the president or presiding officer calls meetings into order. Calling a meeting is when someone formally requests the other members to gather to discuss business.

Related: Roberts Rules of Order

However, regular board meetings, by definition, are prescheduled. So, a parliamentary procedure in this instance doesn’t necessarily apply. How, then, do board members decide how often to meet?

Typically, HOA governing documents say how often your board should meet. If your governing documents are silent on the matter, then it is important to lean on your management company’s advice for meeting times and frequency.

An industry best practice is to meet every quarter. Depending on the size of your HOA and the number of amenities your HOA has, it’s possible your board won’t have to meet as often.

Properly Noticing a Regular Board Meeting

States usually require HOAs to give proper notice to their association members before hosting a meeting. Since the attendance of members at their HOAs in not considered a federal issue, there are no absolute guidelines that apply to all states.

State legislatures also typically require boards use reasonable means to alert the members of an upcoming regular board meeting. Some states, like Texas, require boards to give notice by “conspicuous posting” and email at least 72 hours before the meeting. If the board chooses to mail the notice (which we would not recommend), they must provide notice at least 10 days but not more than 60 days in advance.

Related: Texas 209.e

By contrast, Arizona does not have guidelines for mailing its membership meeting notices. They also don’t require that boards post the meeting twice. Arizona legislature does dictate that boards do post somewhere reasonable (newsletter, community posting, email, etc.) at least 48 hours in advance.

For a board meeting to take place, a quorum of the board must be present. Boards always need a quorum to conduct association business.

A quorum is the board’s minimum number of voting members. Typically, a quorum constitutes a majority of a board’s board members, but state law and the HOA’s governing documents can also impose their own requirements.

What if you are traveling, and can’t attend the meeting in person, but still want to call in to make a quorum? Some states allow board members to attend via phone, email, etc. Whether or not you can utilize electronic means of attending for quorum purposes depends on your state legislature and governing documents.

Special Board Meeting

Another common type of board meeting is a special board meeting. A special board meeting is very similar to a regular board meeting. The primary difference is that boards won’t hold special board meetings at a regularly scheduled time and place.

So, if there isn’t much of a difference between a special meeting or a regular meeting, why would you hold a special meeting? The purpose of special board meetings is to address association business that needs resolution before the next regularly scheduled board meeting.

A common example of a special board meeting is if your board meets quarterly – you might want to meet in between meetings to pass the HOA’s budget for the coming year.

Depending on your state legislature and your HOA’s unique needs, it’s possible that your board might only meet in special board meetings. This is especially true if you’re a small HOA with no common areas. In that case, you may only need to take care of the association’s business in an irregular fashion.

Properly Noticing a Special Board Meeting

Like with board meetings, most of the noticing requirements for your HOA are going to depend on your state’s legislature and your HOA’s governing documents.

Since special board meetings does not happen regularly, someone is going to have to call the meeting. The president, chairperson, another board officer, or a number or percentage of board members can call the meeting.

States require boards give their membership proper notice. While the requirements vary by state, it’s standard for states to require the time of the meeting, location of the meeting, and the subject of the meeting in all meeting notices.

Special meetings usually have the same quorum requirements as regular meetings.

Also, like regular meetings, your state legislature dictates if board members are able to attend in person, by phone, or by email.

Most states allow boards to cover any topic at a special meeting that they can cover at a regular meeting. There is one important caveat, however: in most states, a board can only take action on specific business items; namely, the business items they called the meeting to cover.

Related: Types of Board Meetings

Emergency Board Meetings

An emergency board meeting is the third type of board meeting. In a well-governed HOA, this is the least common type of meeting. These meetings are unique in that boards hold them without notice to the members of the association. Additionally, boards can only hold emergency meetings when immediate action needs to be taken, and providing notice is not realistic.

Theoretically, emergency meetings are open meetings, but they typically function more like closed meetings in that because board do not give notice, members are not able to attend.

We encourage you to consult your management company and legal counsel to determine what issues can fall under the umbrella of “emergency” in your state, as it may vary.

Items that a board can call an emergency meeting for include: an imminent security issue, urgent repairs, and taking legal action against a homeowner (or another individual) who represents a threat to the community.

Properly Noticing an Emergency Meeting

State law and your HOA’s governing documents will establish the emergency meeting noticing and calling requirements.

Emergency meetings, by definition, happen suddenly. As a result of this reality, state legislatures do not usually require notice. However, states usually require boards to write the meeting minutes for the emergency meeting and have those minutes approved at the next regularly scheduled meeting.

Calling an emergency meeting may affect the normal quorum requirements for your board. Your state’s law and the governing documents usually specify their expectations for both quorum and how board members can attend (i.e., via person, phone, email, or some other means).

When your board calls an emergency meeting, you can only discuss items that fall under your state’s purview for emergency matters. While it’s tempting to go ahead and ratify your budget for the year or discuss getting a new vendor for your pool’s management, remember that those are items that must be ratified at an open meeting, where homeowners can attend.

However, it’s important for boards to summarize all decisions made at an emergency meeting at the next board meeting. We recommend citing the reasons why the emergency meeting was necessary. While only a few states (like Arizona) mandate this, it’s generally considered to be a best practice (for transparency).

Related: Special Meetings Vs. Emergency Meetings in California

Town Hall Meetings

The final type of open meeting is a town hall meeting. Townhall meetings are informal meetings of the HOA members. They take place so board members and HOA members can ask questions, gather information, and address concerns.

For example, you may notice an uptick in crime in your surrounding community. To help your homeowners prepare for this new reality, you may decide to have the local sheriff come to provide tips and suggestions on how to stay safe. It would make more sense for you to call a town hall meeting, rather than a board meeting, as this issue is something that doesn’t require any formal action on the board’s part.

A board’s ability to take formal action on an issue largely decides whether you should host a formal or informal meeting.

What’s the difference between a formal and informal meeting of the members? An informal meeting is when the board cannot conduct any formal business of the association. Any business items outlined in your state legislature’s meeting requirements cannot have any formal action (i.e., voting) taken. Like the other types of open meetings, town hall meetings are open to the membership.

Related: Doing Town Halls Better

Properly Noticing a Town Hall Meeting

Since boards do not vote or take other official action at town hall meetings, most states don’t have any noticing or quorum requirements. However, even if you live in a state that has no noticing requirements, we recommend consulting your governing documents. Some associations’ documents do have noticing requirements for town halls.

Also, it’s important to note that calling a town hall can be slightly different than other types of meetings. While board members typically call town halls, members of the community can also call town halls.

Depending on the situation, board members may not even need to attend (though we consider it a best practice for a community’s leaders to attend all HOA gatherings, whether informal or formal).

Executive Meetings

So far, we’ve discussed different types of open meetings. However, there is a type of regular board meeting that is closed, which means that members of the HOA cannot attend or speak at the meeting.

These types of board meetings are executive board meetings (also called an executive session or a closed session). Boards hold these meetings privately so they can address confidential or sensitive matters.

So, when would a board go into an executive session? In short, it depends on the statutes in your state. Some have very broad executive session requirements, and some have very strict executive session requirements.

In general, your board might need to meet in executive session for anything related to:

• Legal advice from your attorney
• Litigation matters
• Private information about a member (anything to do with their financial situation or personal and health issues)
• Personal matters regarding an employee of the association (like their job performance, complaints against them, their personal or health information, etc.)
• Member appeals regarding issues with their account

We strongly encourage you to reach out to your association manager or legal counsel to determine what, if any, restrictions your board has regarding meeting in the executive sessions. There is liability associated with discussing issues that should remain confidential. Conversely, there is also liability associated with discussing open business items behind closed doors – the members of the association have a right to transparency.

Related: The Importance of Transparency in Leadership—What You Need to Know

Properly Noticing an Executive Meeting

Boards usually tie their executive sessions to their regular board meetings. Most boards choose to have their executive session at the end of their regular meeting. Most states (and governing documents) allow you to hold the meeting before or during the meeting if your board prefers holding the executive session before the end of the meeting.

Because of the private nature of executive meetings, some states do require special noticing requirements. The important idea to remember here is that most states require boards give some prior notice. Like with regular meetings, state legislatures emphasize the need to alert homeowners of the meeting’s time, place, and subject.

To hold an executive session, boards must meet quorum. Like with regular meetings, board members are subject to whatever attendance laws (i.e., attending in person, by phone, by email, or by proxy) are applicable in your state.

Board Meeting Requirements by State

Previously, we’ve discussed the various board meeting requirements in general terms. The following information may give you a good overview of the statutorily mandated requirements for Texas and Arizona.

Using these two states as examples could give you an idea of what to look for in your own state laws. We encourage you to reach out to your management company or legal counsel if you have any questions or concerns about how your association is handling your annual or board meetings.

Board Meeting Notice Requirements for Texas

In Texas, notice for both regular and special board meetings needs to be emailed to homeowners and posted (online or conspicuously in the community) at least 72 hours before the beginning of the meeting. This means that if it’s 3:00 p.m. on Monday, and your board wants to send a notice for a meeting at 2:00 p.m. on Thursday, it’s too late. You’ll have to reschedule! The board also has the option to mail the meeting notice more than 10 days, but fewer than 60 days, before the date of the meeting.

However, when planning when to send your meeting notice, keep in mind that your community’s governing documents might have stricter requirements than these state laws. For instance, if the governing documents require notices to be sent by email 96 hours before the meeting or by mail 14 days before the meeting, these rules will need to be followed. However, if the governing documents are less strict than the state law (such as by providing a seven-day mailing rule), the minimum state requirements (10 days) will need to be followed instead.

Like in almost all states, a board meeting notice should include the time, date, location, and general subject matter of the open session and executive session. This requirement can be met by including the meeting agenda with the notice.

While not required by state law, noticing regular board meetings to board members might be required by the association’s governing documents, so it’s important to check! Additionally, note that special meetings do need to be noticed to board members because they are not held according to a predetermined, reoccurring schedule.

Board Meeting Notice Requirements for Arizona

In Arizona, board meeting notices must be sent at least 48 hours before the start time of the meeting. The notice should be sent to members by newsletter, conspicuous posting, or a similarly reasonable means, such as an eblast to the association.

A board meeting notice must include the date, time, and place of the meeting. Notice of executive sessions is also required and should identify the specific paragraph(s) of the statute that allows the board to meet in executive sessions. This can be done by including an agenda with the meeting notice.

Notice of regular board meetings isn’t required to be given to board members by Arizona law. However, the HOA’s governing documents might make this a requirement! Like in Texas, special board meetings need to be noticed by both the membership and the board.

Related: Arizona Executive Session Law

What is an annual meeting?

An annual meeting is a type of member meeting. The purpose of member meetings is so the members can come together to conduct membership business.

Put simply, an annual meeting is a meeting that an association’s members hold once per year. The reason the members hold the annual meeting is to approve the prior year’s annual meeting minutes, elect board members, vote on governing documents’ amendments, and to get questions and concerns addressed by their board members.

The board of directors call annual meetings and are open to the entire membership. Holding annual meetings is crucial to the performance of the association as a whole. So, state legislatures and the governing documents usually provide multiple avenues for the members to call an annual meeting if the board refuses to call an annual meeting for any reason.

Properly Noticing an Annual Meeting

State law and HOA governing documents require the board of directors to provide all members notice in accordance with their governing documents and state laws.

Unlike in board meetings, the quorum requirements fall specifically on the membership. In fact, in many states, the board members don’t even need to be present!  You can find how many members an association needs to meet quorum in the association’s governing documents.

How a member can attend an annual meeting varies by state law, too. In some states, members can come in person or by proxy. Other states only allow a member to vote if they have come in person.

Related: FAQs About Annual Member Meeting

Annual Meeting Requirements by State

The following information may give you a good overview of the statutorily mandated requirements for annual meetings in Texas and Arizona.

Using these two states as examples might give you an idea of what to look for in your own state laws. We encourage you to reach out to your management company or legal counsel if you have any questions or concerns about how your association is handling your annual meetings.

Annual Meeting Notice Requirements for Texas

According to Texas law, boards must send a notice for an annual meeting by U.S. mail at least 10 days but not more than 60 days before the meeting date. Your governing documents requirements for noticing annual meetings might be stricter than the state’s laws. If so, you must follow those requirements.

The notice for an annual meeting should include the date, time, place, and agenda for the meeting. If your state allows, you should also include the proxy form and/or absentee ballot in your notice. If you are electing any board members during the meeting, you should send the candidate solicitations to the association 10 days before you send the annual meeting notice. So, in total, you should send the candidate solicitation the membership at least 20 days before the annual meeting date.

Annual Meeting Notice Requirements for Arizona

State law requires boards to send their annual meeting notice by U.S. mail (or hand delivery) at least 10 days, but not more than 50 days, before the annual meeting. State law also requires the notice to include the date, time, and location for the meeting, as well as the meeting agenda and any accompanying forms.

HOAs in Arizona cannot use proxy forms. However, members can vote using absentee ballots and in-person voting. Send these forms to homeowners at least seven days before their due date.

Arizona law has no specific time requirement for when boards should send board candidate solicitations. However, your association’s governing documents likely dictate your board candidate solicitation’s distribution practices.

If not, keep in mind that homeowners need plenty of time to respond to the call for candidates, for you to list those candidate names on the absentee ballot, and for you to send the membership their biographies. A good rule of thumb is to send board candidate solicitations approximately 60 days before the day of the meeting.

If you have any additional questions, you can contact us at Boardline Academy. We are happy to help! Alternatively, if you have a professional association manager, they are likely able to assist with questions related to requirements in your state. 

 

[/vc_column_text][/vc_column][/vc_row]