Community associations (homeowners associations and condominiums) hold several different types of membership meetings. Most will hold an annual meeting at which typical agenda items are common: reviewing or ratifying a budget, electing new members to the board of directors, and other regular business. Sometimes the governing documents for the association will specify the exact date of the meeting and sometimes they will leave it to the discretion of the board of directors.
Another type of membership meeting that often occurs is a special meeting. To call these meetings “special” is really just a way to distinguish them from regularly scheduled meetings like the annual meeting. The other main difference is that, because these meetings are not the regularly scheduled meeting, the business conducted at a special meeting is limited to the specific items included in the notice of the special meeting. One of the most common examples of a special membership meeting is a meeting called to consider and vote on an amendment to the governing documents (for example, a bylaws amendment or an amendment to the declaration of covenants, conditions and restrictions).
The Nonprofit Act in both North Carolina and South Carolina provide that only those matters within the purpose of the meeting notice may be conducted / acted upon at a special membership meeting. Because the type of business that may be conducted at a special membership meeting is limited only to those included in the meeting notice, any other items and discussion are generally going to be outside the scope of the meeting. For example, if the meeting notice provided that the meeting was “for the purpose of discussing and voting on the proposed amendment to the Bylaws” it would not be appropriate to have discussion and take a vote on whether the community should hire a new landscaper or pass a special assessment to fund repairs to the pool.
In some states, such as North Carolina, there is a temporary executive order that allows for HOA / condo meetings to be held via virtual platforms like Zoom or GoToMeeting. In other states, like South Carolina, there is no specific order that permits a meeting to be held in that way. But, in either state, any membership vote may be accomplished by a written ballot. The Nonprofit Act in either state allows any membership business that could be conducted at a meeting to be taken by written ballot so long as the statutory requirements are observed for it. Many communities have opted to conduct business in this way with the recent pandemic.
At any member meeting, the board of directors should always plan for ways to make sure that homeowners are allowed equal opportunity to speak, that they do so in a courteous manner, and that both sides of an issue are discussed—or at least given an opportunity to do so. The additional challenge of conducting a meeting or discussion online is something that many boards have struggled through over the past year or so.
Our community association attorneys regularly work with homeowners associations and condominiums in planning and executing meetings of all shapes and sizes, including helping to run these types of meetings or hosting them on our online platform. If you have any questions on how to best run these types of meetings or what requirements may apply to hold an annual or special membership meeting, contact one of the community association attorneys at any of our four offices.
Author: David Wilson
Articles have been Reprinted with permission from Black, Slaughter, Black.
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