Learn The 5 Different Types of HOA Meetings And Rules
The board is required to hold meetings to conduct the business of the association; the type and frequency of these meetings can vary depending on state law and the association’s documents.
Overview
The homeowners’ association board of directors is the governing body of your community and can have a significant impact on the lives of those who live there. The board is required to hold meetings to conduct the business of the association; the type and frequency of these meetings can vary depending on state law and the association’s documents. Members of the HOA are encouraged to attend the meetings and participate when permitted.
First, it’s essential to know that HOAs are governed by the law of the state in which they sit. Most states have laws dedicated explicitly to HOAs, such as the Davis-Sterling Common Interest Development Act in the California Civil Code. These state laws may, as examples, dictate who is allowed to be a “member” of the HOA or provide a limit on the HOA’s ability to penalize members; the laws differ by state.
Further, every HOA must follow a set of “governing documents,” usually drafted at the creation of the HOA. These governing documents generally include articles of incorporation; a declaration of covenants, conditions, and restrictions; the bylaws; and a set of rules and regulations. The governing documents must comply with the state law.[1]
Together, the law and the governing documents control what types of meetings must or may be held, who can serve on the board, and the procedural and notice requirements for meetings. Thus, it’s essential to review your HOA’s governing documents if you have specific questions. The below provides an overview of standard practices in HOAs.
Types of HOA Meetings
Board Meeting
There are five common types of HOA meetings.
The first is known as the "board meeting" – this is the most common type of HOA meeting, and the one you're most likely already are familiar with. This is a meeting of the board of directors and is open to all members (and possibly others, see below).
These meetings usually are held either quarterly or monthly, generally dependent on the size of the organization. Members are required to be notified of these meetings, often between seven and thirty days prior to the meeting.
The notice should include an agenda of topics to be discussed; as a rule, no other business is addressed during these meetings unless the governing documents provide for an open forum during which members may raise new business.
At these meetings, the board discusses the routine management of the community. Topics might include reviewing the property manager's work, resolving disputes between members, or tracking the progress of maintenance projects. A member of the board will keep minutes of these meetings, and those minutes will be available to HOA members.
Annual Meeting
The second type is the annual meeting, which, as its name suggests, is held annually and usually is open to all members. The annual meeting serves to address the “big-picture issues” of the HOA – the board presents the annual budget, new board members are elected, and upcoming capital projects are announced.
If the board has committees, they present their reports at the annual meeting. A notice must be provided to all members according to the governing documents, often at least thirty days before the meeting. Minutes are taken and made available to members.
Executive Session
Third, the HOA board periodically will hold “executive session” meetings, to which the members of the HOA are not invited – only the board of directors is permitted to attend these meetings.
The board holds an executive session when it needs to discuss confidential, private, or privileged information. For example, a conversation with the HOA lawyer about ongoing litigation may be held during an executive session. Other topics of an executive session include personnel issues or delinquent assessments. The board may vote on actions during an executive meeting, and those votes are binding.
Often, these meetings are held after the open board meeting rather than on a separate date. But, an executive session can be called, according to the governing documents, to address an appropriate topic.
Detailed minutes of these sessions are not made available to the members, but a note that such discussions took place is usually in minutes of the open board meetings. For example, the minutes for a public board meeting may include a comment such as: “An executive session was held after the meeting. The board discussed legal advice received concerning an employment issue.”
Committee Meeting
The fourth type of meeting you might encounter is a committee meeting. Some HOAs, especially the larger ones, form committees, each of which focuses on a particular area.
For example, there may be a landscaping committee, a safety committee, or a committee for nominations to the board. These committees will be made up of some subset of the board of directors and may include one or more non-director members as well.
Whether a board has committees and who can serve on them will be controlled by the governing documents. Each committee is required to hold periodic meetings and to present its work to the board and membership at large at the annual meeting, and possibly at the regular board meetings.
The committee meetings generally are subject to the same requirements as is the open board meeting, such as providing notice and keeping minutes.
Emergency or Special Meeting
Fifth, and finally, an HOA board may hold an “emergency” or “special” session. These sessions are rare and reserved for those times when an immediate action or decision is required, and when it is not practical to follow the general rules to provide notice of board meetings.
An example might be if a wildfire is close to the community, and the HOA needs to take immediate action to mitigate damage. An emergency meeting can only be called under the rules outlined in the governing documents.
Due to their nature, these meetings sometimes can be held virtually, through email or phone call, if agreed to by the members and/or permitted by the governing documents. Minutes should be recorded and made available to the members.
HOA Meeting Procedures
Like all elements of the HOA meeting, the procedural rules are set by state law and the governing documents, especially the rules & regulation document. These documents outline who can call a meeting, who can attend the meetings, and the rules of order to follow at the meetings.
The board schedules board meetings, annual meetings, and executive sessions. These are regularly-scheduled meetings and thus do not need to be “called” per se. But, some states like Montana, allow any officer or member to call a meeting, provided that notice and other requirements are met.
Committee meetings may be regularly scheduled or may be called on an ad hoc or as-needed basis by the head of the committee. Emergency meetings are, by nature, never planned ahead of time, and thus must be called. Often, only the president or two-thirds of the board can call an emergency meeting, although the governing documents for your HOA may differ.
Who can attend the open board meetings also is controlled by the law and the governing documents. For example, some HOAs may open their meetings to the general public.[2] Others may allow only property owners, while still others may permit renters to attend but not participate.
Generally, if you own a unit in the community, you will be allowed to attend meetings that are not executive or emergency sessions. However, you may not be permitted to bring a guest. If you want to invite, for example, a family member or legal advisor to a meeting, it is recommended that you consult the HOA governing documents to determine if you are permitted to do so.
On occasion, an HOA may invite select attendees, such as a contractor for a significant project or a representative from the local police, to address specific agenda items; these guests may attend only the relevant portion of the meeting.
Quorum Requirements
The governing documents also will determine what constitutes a “quorum” of the board. Absent a quorum, the business being conducted will not be considered “official,” and any votes by the board will be invalid. Standard numbers for a quorum are two-thirds of the board or a simple majority of the board members.
For example, if a board of directors has nine people, a quorum could be either six directors (two-thirds) or five directors (simple majority). Similarly, your HOA likely sets the number of members needed to constitute a quorum for purposes of electing the board and for other matters that require full-membership voting.
Finally, each meeting is held according to a set of procedural rules. The governing documents will either include the details about these rules or will include a reference to a well-known set of procedural rules, such as Roberts Rules of Orders for HOA Boards. These rules outline, for example, who may speak when, how to call a vote, and who controls the agenda.[3]
FOOTNOTES:
[1] For example, see Texas Sample Neighborhood Association Bylaws.
[2] For example, in Palm v. Lake Shore Drive Condominium, 10 N.E.3d 307 (2014), a court ruled that Illinois state law requires that general board meetings be open to the public.
[3] See, for example, the American Resort Development Association’s Rules of Order for Association Boards.
