Is Your Association’s Board of Directors Conducting Required Meetings?

The business of operating a homeowners association is conducted by the association’s board of directors. While the day-to-day management may be conducted by employees or retained professional managers, the decision making process is made by the collective action of the board of directors and those people who have been granted authority to engage in specified activities on behalf of the association pursuant to a properly adopted resolution of the board of directors. To properly conduct the association’s business, the board of directors must hold meetings at which a quorum of the directors is present. A quorum is a majority of the required number of directors for the association (i.e. if the association’s bylaws call for a five person board of directors, a quorum is three directors).

Common issues within homeowners associations involve the frequency of meetings that are being held by the association’s board of directors. A failure to hold meetings is indicative of a homeowners association that is not being properly managed and will generally be associated with operational problems within the association involving such things as: (i) lack of maintenance of common areas; (ii) failure to enforce rules; (iii) insufficient reserve funds; and (iv) misappropriation of funds.

How Often Should an Association’s Directors Meet?

A homeowners association’s board of directors is required by state laws and/or provisions contained in governing documents (generally the Bylaws) to hold a specific number of “regular” meetings of its directors, and “special” meetings as-needed. Additionally, directors can conduct limited association business in “executive session” meetings, and in “emergency” meetings.

Regular Board Meetings

Regular board meetings are meetings that are conducted at regularly scheduled intervals (i.e. monthly, quarterly, or annually). Some associations will have provisions contained in their governing documents that specify the actual day, time and place of regular meetings that are required.  For example, an association may have a provision in its Bylaws which states that the directors shall conduct an annual meeting each year immediately following the annual membership meeting (at which a new board is elected), and monthly thereafter on the first Tuesday of each month, commencing at 6:00 P.M., at the office of the association. In the absence of specific language in the governing documents which fixes the times that the association’s board of directors must meet, the dates and specifics regarding regular board meetings are determined by the board of directors.  Notwithstanding the fact that an association’s bylaws may only require an annual meeting, association boards are generally required to hold quarterly meetings (at a minimum) in order to satisfy the directors’ responsibilities of conducting quarterly financial reviews that may be required by state statutes. In general, Association members are permitted to attend all regular meetings of the association’s board of directors.

Special Board Meetings