Learn The 5 Different Types of HOA Meetings And Rules

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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.  A homeowners’ association (“HOA”) board is required to hold meetings to conduct the business of the association; the type and frequency of these meetings can vary, and can be confusing.  But, members of the HOA are encouraged to attend most meetings, and to participate when permitted.  This article will help you better understand HOA meetings. 

First, it’s important to know that HOAs are governed by the law of the state in which they sit.  Most states have laws specifically dedicated 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 fine 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 important to review your HOA’s governing documents if you have specific questions.  The below provides an overview of common practices in HOAs.

Types of HOA Meetings

Board Meeting

There are five common types of HOA meetings.  The first is what is generally referred to as the “board meeting” – this is the most common type of HOA meeting, and the one you 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 of HOA meeting is the annual meeting, which is required of all HOAs.  As its name suggests, this meeting 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 will present the annual budget, new board members will be elected, and upcoming capital projects will be announced.  If the board has committees, they will present their reports at the annual meeting.  Notice must be provided to all members pursuant to the governing documents, often at least thirty days prior to the meeting.  Minutes will be taken, and they will be 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 will hold 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 could include personnel issues or delinquent assessments.  The board may vote on actions during an executive session, and those votes are binding.  Often, these meetings are held at the conclusion of the open board meeting rather than on a separate date, but an executive session can be called, pursuant to the governing documents, whenever an appropriate topic needs to be discussed by the board.  Detailed minutes of these sessions are not made available to the members, but a note that such discussions took place usually is included in minutes of the open board meetings.  For example, the minutes for an open board meeting may include a comment such as:  “An executive session was held at the conclusion of the meeting.  The board discussed legal advice received with regard to 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 focus 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 are reserved for those times when immediate action or decision is required, when it is not practical to follow the general rules to provide notice of board meetings.  An example might be if a wildfire is headed toward the community and the HOA needs to take immediate steps to mitigate damage.  An emergency meeting can only be called under 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 dictated 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 be followed at the meetings. 

Board meetings, annual meetings, and executive sessions are scheduled by the board.  These are regularly-scheduled meetings and thus do not need to be “called,” per se.  But, some states, such as 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 scheduled 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, although you may not be permitted to bring a guest.  If you want to bring, 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 special attendees, such as a contractor for a major project or a representative from the local police, to address specific agenda items; these guests may be permitted to attend only the relevant portion of the meeting. 

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.  Common 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 a 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 will be conducted according to a set of procedural rules.  The governing documents will either include the details about these rules, or will include 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