Every owner of a separate interest within a common interest development becomes a member of the homeowners association that governs the common interest development upon the acquisition of their ownership interest. The laws of the state where the homeowners association is located and the association’s governing documents will provide for both “regular” and “special” meetings of the members of the association and the specific requirements for notice of those meetings. It is standard for an association’s declaration and/or bylaws to specify the time, place, and manner of calling, conducting, and giving notice of members’ meetings. It is imperative that the particular state laws and the association’s actual governing documents be reviewed for an understanding of the specific requirements that may be applicable to a particular matter.
The following information is general in nature and should not be exclusively relied upon without taking into account the actual state laws and the content of the association’s governing documents.
As a general rule, an association must have at least one regular meeting of its members each year at which directors are to be elected. That meeting is typically referred to as an “annual meeting” of the members of the association. Additional regular meetings can be specified in an association’s governing documents (bylaws). The regular meetings are held at the place and time specified in the bylaws. The association’s governing documents will also provide for the percentage of votes that are required for a resolution that is presented for a membership vote to carry. There may also be state laws that specify the required voting percentage for members relative to certain specified matters (i.e. removal of directors, elections of directors by cumulative voting, dissolution of the corporate entity).
In addition to the regular meetings, special meetings of the members of a homeowners association may be called by a required minimum percentage of the association’s members, a majority vote of a quorum of the association’s board of directors, or by certain officers as may be specified in the applicable state laws and the association’s governing documents. The association’s bylaws will also specify the details concerning notification of a special meeting of the association’s members. Typically, the notice of a special meeting must be given not less than X days (i.e. 10 days), nor more than Y days (i.e. 90 days) prior to the desired date of the special meeting. Notices that are sent by first class mail are generally given a longer period (i.e. 5 additional days) to allow for the mailing time.
Notices of Regular or Special Meetings
The notice of any regular or special meeting of an association’s membership must specify the place, date, and time of the meeting and identify the matters that are intended to be presented to the members for action at the meeting. If directors are to be elected at the meeting, the notice should provide the names of the known nominees that are up for election. As a general rule, the action that may be taken at a special meeting of an association’s members is limited to the topics that are covered in the notice of the meeting, and absent a signed waiver from members not provided with appropriate notice, the improper action that was taken at the meeting is not valid.
Adjournment in Absence of Quorum
If the required quorum of members , as specified in the applicable state laws or the association’s governing documents does not appear at a membership meeting, the meeting may be adjourned to another date and time upon a majority vote of those members who are present at the meeting. Because of the lack of a quorum, no other business may be transacted at the meeting. The association’s governing documents may provide for a different quorum (a smaller percentage) at the adjourned meeting. If the date, time and place for the adjourned meeting is not faxed at the meeting being adjourned, a new notice of the adjourned meeting should be given in the same manner as the notice of a regular meeting.
Court Ordered Meetings of the Members
If an association finds it impractical or unduly difficult to call or conduct a membership meeting, or to obtain the necessary consents that are required, an interested party (i.e. director, officer, association member) may file a petition in the Superior Court of the county where the common interest development is located seeking an order directing that a meeting be called, the manner of notification, and such other things as may be deemed appropriate in the matter.