Meetings are a critical part of the proper functioning of an association. It is the time and place that all decisions should be made for the association as well as a great place to disseminate information. There are three types of meetings an association can hold: annual, board, or special meeting. Each of these will be discussed in turn.
Annual Meetings. This are meetings of owners, and the time at which owners are elected to the board. As the name implies, it occurs annually. The timing of the meeting is dictated in the governing documents, but generally occurs in the same month every year. Prior to the annual meeting, an agenda, copies of last year’s meeting minutes, and a proxy (or a directed proxy or ballot) are mailed out to all owners at the address on record at least ten but not more than 50 days (unless the governing documents state otherwise). The annual meeting is one of the few occasions that owners have an opportunity to vote (the rest of the time, decisions are made by the board on behalf of all of the owners). Most annual meetings include approval of the previous year’s annual meeting minutes, election of one or more owners to the board, adoption of IRS Revenue Ruling 70-604 (for more information on this, see this fascinating article by Gary A. Porter, a CPA: http://www.revenueruling70-604.com/), as well as a report of the current financial state of the association.
Special Meetings. These are meetings of the owners and are held due to a specific need or desire. For example, a common use of the special meeting is to discuss a proposed amendment to the governing documents or the removal of a board member. The chair/president of the board can call a special meeting at any time, as can a majority of the board or a written request by a minimum percentage of the owners (this “minimum percentage” is in the Bylaws or, if none is provided, then at least 30% of the owners). There is no requirement that any special meetings be held.
Board Meetings. These meetings are the place that most of the decisions of the association are made. Although board meetings (in the State of Oregon) are open to all owners, only board members may actively participate in discussions and vote on issues. Board meetings usually begin or end with a time for owners to voice their concerns, but outside of these times owners should listen and watch. The board is responsible for making fiscally responsible decisions on behalf of all of the owners, and the board meeting is the place where these decisions are discussed and made.
All three types of meetings should be run using Robert’s Rules of Order (which I discussed in my November 16, 2011, post entitled, “Running a Proper Meeting”) and meeting minutes must be taken and retained for future reference (as well as any ballots or proxies used).
Meeting minutes can be thought of as the lasting record of each type of meeting. While the minutes will look somewhat different for each kind of meeting, at minimum they should all have the following:
- Date and time of the meeting
- Location of the meeting
- Type of meeting (Annual, special, board)
- Members present (if this is a meeting of owners, so annual or special, this may be accomplished with a sign in sheet)
- Members absent (this is optional with owner meetings but mandatory for board meeting minutes)
- Motions made (this can be thought of as decisions made, as each decision should be a motion)
- Time of adjournment
Meeting minutes should not be a verbatim report of the meeting. Instead, they should focus on the decisions made. For example, who was elected to the board, which landscaper did the board hire, the adoption of the annual budget. The discussions surrounding the latter two decisions need not be recorded unless the decisions were not unanimous, and then each board member’s vote should be recorded individually. I like the minutes to look a lot like the agenda, with each item having an approved motion. That way, someone reviewing the minutes later on knows what decisions were made.
If the board is unsure if the meeting minutes being produced are acceptable, it’s prudent to review them with either their community manager or with their attorney. Either expert should be able to review them and suggest any changes or improvements.
Remember, meetings are when all of the association’s business is done, so it is critical that the meeting minutes accurately reflect the decisions rendered.