What’s the difference between a homeowners association board meeting and an annual meeting, or an executive session and an emergency meeting? Confused? Here’s some clarification.
1. Annual Meetings
Annual meetings or annual membership meetings are required by a homeowners association's governing documents, which specify when they are to be conducted and how and when members are to be notified about the meeting.
This is the main meeting of the year when members typically receive the new budget, elect a board, hear committee reports and discuss items of common interest.
Note: Members must be given notice of an annual meeting no less than 10 but no more than 90 days before the date of the meeting. This notice must also include the items that will be discussed.
2. Board Meetings
Most of the regular business of an Association is conducted at a regular board meeting. Associations hold their regular meeting monthly or quarterly. The business that is conducted at an HOA board meeting is limited to noticed items only; no other business may be transacted.
Meetings of the membership and board meetings of an Association shall be conducted in accordance with a recognized system of parliamentary procedure, such as the Open Meeting Act. The Board shall permit any member to speak at any meeting of the membership of the Association. This is typically called the “Members Forum.”
At board meetings the board members set policy, oversee the manager’s work, review operations, resolve disputes, talk to residents, and plan for the future. Often the health and harmony of an entire community is directly linked to how constructive these meetings are.
A four-day notice is required for a board meeting and the notice must include what will be discussed, and usually includes the agenda.
3. Executive Session
The governing documents require the homeowners association to notify the members in advance of all meetings, and members are welcome – in fact encouraged – to attend and listen.
The one exception to that is members can’t listen when the HOA board goes into executive session. The board is required to give two days notice for an executive session if it’s not held in conjunction with a board meeting.
Topics that the board can discuss in executive session are limited by law to a narrow range of sensitive topics such as legal, personnel issues, contracts or delinquent assessments. Executive sessions keep the discussion private.
“Boards can vote on matters in executive session. They are not required to convene into an open meeting to cast their votes. For example, if a board meets with the association's attorney to discuss a pending mediation and authorizes settlement at a certain dollar amount, the vote should be done privately. To require that this vote be done in an open meeting would make negotiations impossible since the board's negotiating position would be published to the entire community. As the Court of Appeals noted:
It is no secret that crowds cannot keep them [secrets]. . . . "[o]ne can only imagine the sleepless nights an attorney and the Board of Directors may incur if privileged information is placed in the hands of hundreds of homeowners who may not all have the same goals in mind." (Smith v. Laguna Sur Villas).
Accordingly, boards can meet in executive session and vote on matters in executive session. The board's actions are then generally noted in the minutes of the next open meeting (such as: "The board discussed issues related to the pending mediation.")”
4. Emergency Meeting
An emergency meeting is necessary when circumstances that could not have been reasonably anticipated and which require immediate attention or possible action by the board, and which of necessity make it impracticable to provide notice as required.
An emergency meeting of the HOA board may be called by the president or by not less than two members of the board other than the president. You can use email to find out director availability for the meeting, as well as to schedule the date and time for the meeting.
You do not need to post notice of this type of meeting since by its nature it needs to be immediate. If immediate board action is required and a director does not waive the two-day notice period to call an emergency meeting, that director would not be living up to their fiduciary responsibility to the Association.
An emergency meeting can be held in person, by phone, or even email if all directors agree in writing.
Meetings can be confusing. Follow these guidelines for each type of meeting and remember that the HOA board can only make decisions on the items on the agenda. Don’t forget that meetings require notice to all members of the homeowners association, whether you mail the notice/agenda or post it at the designated spot within the Association.