‘Tis the Season of the Annual Meeting
By: David Silver
Reaching the end of the contentious and hotly contested national election was no doubt a relief for many of us. However, for our community association clients, there is no rest for the weary because late winter and spring is association annual meeting season!
We certainly hope that the candidates in your election will avoid the type of mud-slinging we witnessed in many of the recent campaigns. Even if candidates go low, boards and managers should do what they can to ensure a smooth meeting, election and transition of control. Careful and considerate advance planning will help the event run more smoothly, and may help avoid claims of “voter fraud” or similar challenges to the integrity of the election process and outcome.
Here are a few suggestions, reminders and questions to help your planning:
- Well run annual meetings are planned well in advance of when notices are mailed to owners. The key to this process is to start by reviewing your association’s recorded documents and bylaws. Become familiar with the parameters and requirements of the meeting as specified by your association’s governing documents and applicable law.
- Answer the following questions by jotting down citations or highlighting specific provisions in your governing documents where the answers can be found:
- What is association meeting quorum?
- How are votes allocated amongst owners (equally, or according to allocated interests)?
- How many directors on the board? How long are their terms? Are there term limits? Are terms staggered? Do all or some directors have to be owners? May directors appoint replacements or continue to serve if quorum is not achieved?
- Is a nomination committee required to be formed in advance of the meeting? Must nominations be sought in advance by the board? Are secret ballots required?
- Have you considered how to properly and efficiently use proxies and ballots? Do you know the difference between directed and general proxies, and which one do you want to use?
- Do you have any designated voting representatives who are not owners?
- Is there a specific time, day, month or even location for the meeting? Is there a specific agenda that must be followed for your annual meeting?
- Who will count the votes/ballots? Consider having two owners who are not running for the board observe the manager and board secretary in the counting process.
- How will the ballots and proxies be preserved, and for how long?
Thoughtful consideration of the above questions, even if they do not all apply to your association, should be a great start to your meeting planning work.