This is the time of year when many associations start thinking about scheduling their annual meetings. Annual meetings can present a number of challenges for associations, but there is no time like the present to start preparing for the meeting.
So where do you start? First, review the association’s bylaws to get an understanding of the proper procedures. The bylaws should specify who members are, what action is being taken at the annual meeting (election of directors; voting on or ratification of budgets; approval of special assessments, etc.), who has the right to attend and vote, what type of notice must be given, what is included in the notice, how long in advance of the meeting the notice must be given, special procedures for proxies, whether a written ballot can or should be used instead of conducting actual voting at the meeting, quorum requirements, and members’ rights to participate in meetings. If you have questions about any of these items or other procedures, check with the association’s legal counsel early to make sure any issues are clarified.
If the association has adopted any special meeting policies, review them. Review policies related to the conduct of meetings. Review any policies dealing with nominations of candidates for the board of directors, as well as the bylaws provisions that address qualifications of board members. Make sure you are familiar with procedures of the bylaws and state law concerning the counting of ballots, including appointment of election inspectors.
Set the date, time and location of the meeting. Many declarations and bylaws mandate a date for the meeting, or specify a range of dates, e.g., a certain number of days before the end of the year. Try to select dates, times and locations that are convenient to as many members as possible. Avoid holidays, school functions and similar events. Look for a location that is as close to the community as possible, but will still comfortably handle the anticipated number of attendees. If you know that controversial issues need to be addressed, anticipate larger numbers of members in attendance. If there are not controversial issues to be addressed, anticipate lower attendance, and be creative to make sure you are able to reach necessary quorum – solicit local vendors/real estate agents for gift certificates or cards, and require attendance, in person or by proxy, to be eligible to win in a random drawing.
Determine who is eligible to vote. Many governing documents disallow voting by members who are not in good standing. If you have members who are in violation of the covenants, but you have not taken action to suspend voting privileges, determine whether you should. If you choose to, make sure you follow the association’s policy regarding enforcement of covenants and rules, and imposition of sanctions. Allow enough time for the member to correct the violation so as to be in good standing at the time of the meeting.
Determine whether special procedures need to be followed to nominate candidates for the board of directors. Do you need to have a nominating committee? Do candidates need to declare their interest a certain amount of time before the meeting? Can candidates be nominated from the floor at the meeting? How do you verify candidates’ eligibility? How do you try to resolve any ineligibility issues in a timely manner? Do candidates need to provide statements of interest that can be provided to members?
As you can see, there is much to be done in preparation for annual meetings. In future posts, we will discuss the actual conduct of the meeting. In the mean time, if you have any questions about preparing for your association’s annual meeting, give us a call. We’ll be happy to work with you to assist with a smooth meeting.