- Inadequate notice. The Board should review the association’s bylaws to determine whether it requires annual meetings beheld on a specific date and/ or time. Many older bylaws do specify this information and the Board should not deviate from that requirement without first amending the Bylaws. The Board should review the requirements for member meetings to ensure that notice is sent to the members in the time frame required. In addition to the manner of notice required in the Bylaws, the association must physically post notice of any owner meeting in a conspicuous place, if at all feasible and practicable. Examples of conspicuous places include stairways, mail kiosks, elevators, court yards, bulletin boards, and community houses. In addition, notice via email is required if a member requests it and the association has the ability to give electronic notice, for example if the association has an electronic email address.
- Board meeting v. annual meeting. Many Boards confuse the annual member meeting with just another Board meeting. As a result, the Board may not realize a quorum of members (not Board members) is required. In fact, a quorum of the Board need not be present as long as there is a quorum of the members. Also, by confusing these two types of meetings, it is often the minutes of the last Board meeting, not the minutes of the last annual meeting, which are approved. Remember, the annual meeting is a meeting of the membership to conduct business which, pursuant to the governing documents, is properly reserved to the members.
- Proxies v. ballots. Using a proxy as an absentee ballot is a common election mistake. A proxy is a legal document in which one owner appoints another person (the proxyholder) to vote at the annual meeting on the owner’s behalf. The proxy may direct the proxyholder how to vote or it may allow the proxyholder to vote how he/she sees fit. Directed proxies are often confused for a ballot because it indicates how the owner would vote. However, the proxy is not the ballot. An actual ballot should be given to the proxyholder to cast the vote, just as it would be given to the owner if present. If the owner returns the proxy to the Association prior to the meeting, but the proxyholder is not present to cast a vote, the proxy itself cannot be treated as a ballot.
- Allowing non-members to run for the Board. Most governing documents state that only members are eligible to serve on the Board. Most documents also state members are record or titled owners of a unit within the association. Frequently, a spouse or significant other of the actual owner will be elected to the Board only to find out later he or she was not even eligible. Determining eligibility requirements and verifying candidates are eligible before the election will help the association avoid later problems.
- Secret Ballot Counting. Although the election of Board members is required to be cast by secret ballot, counting ballots secretly, or only allowing Board members to count, invites the appearance of impropriety, especially in hotly contested elections. Secret ballots are required to be counted either by a neutral third party or a unit owner who is not a candidate, present at the meeting, and selected randomly from a pool of two or more such non-candidate owners. While this may be done in another room so the rest of the meeting may continue, this type of procedure helps to keep the election process impartial. When reporting the vote results, no reference may be made to names, addresses, or any other identifying information.
The key to running smooth annual meetings is to know, understand and follow your governing documents. By doing this, you have a better chance of avoiding these common mistakes and other not-so-common mistakes. Whenever you are in doubt about the requirements of the governing documents, consult with the association’s legal counsel prior to the meeting.