HOA Board Meetings 101
Effective HOA board meetings are an important part of running a successful community association. However, there are a lot of intricacies to running these meetings that a new board member might not know about. Even seasoned board members may drop some of the HOA board meeting best practices over the years and require a refresher on how to run an effective meeting.
Types of Association Meetings
If you've recently become a member of your HOA board of directors, it's important to know the different types of association meetings that can take place in a year:
By law, the Annual Meeting must be held once per year. All homeowners are invited to attend this meeting and it's the time that elections are held for any open board positions. The notice for this meeting must be sent out 21-30 days ahead of the meeting and by state law is required to be sent by postal mail.
Special Meetings of the Members
These meetings may be called by the association president, or by the president or secretary in response to a request by the majority of the board or owners holding to at least 20% of the votes in the association or a higher percentage as may be specified in the bylaws. A special meeting requires at least seven days and no more than 30 days notice to the members.
Regularly Scheduled Board Meetings
How often a board meeting takes place is typically dictated by your association's governing documents. They can happen as often as monthly, or on a quarterly basis, depending on what has been set in the governing documents. It’s helpful to members of the community if the board posts a schedule of board meetings for the year and holds the meetings on a recurring date/day so that homeowners intuitively know the cadence of board meetings.
Except in cases of emergency, the board has an obligation to provide reasonable notice of a board meeting including where and when the meeting will take place, as well as the agenda. This can be sent electronically or via US Mail, announced at the prior board meeting, posted in an accessible location, or a mix of these options.
Non-Recurring or Special Board Meetings
A non-recurring or special board meeting can be called at the discretion of the board. However, these are more typically called if a board meets on a less regular basis (quarterly as an example) and a specific topic needs to be discussed in between regular board meetings. A special meeting should be quick and usually only covers a single topic.
Notice for a special meeting has the same notification requirements as a regularly scheduled meeting unless there’s an emergency.
The board may establish reasonable procedures for the conduct of all meetings and elections unless otherwise specified in the association’s bylaws.
Open vs. Closed Meetings
Board meetings of all associations governed by the Minnesota Common Interest Ownership Act (MCIOA) – whether it be a regular board or special meeting – must be open to all homeowners unless specific criteria are met permitting a closed meeting.
This requirement is often referred to as the “open meeting” or “sunshine” rule and also applies to any committees or subcommittees empowered to act on behalf of the board. This requirement does not create an obligation for the board (or committee) to allow participation from attending homeowners, but homeowners must be allowed to observe the meeting, space permitting.
The exceptions that authorize closed meetings (“executive session”) are limited to discussion/action related to personnel matters; litigation; or criminal activity where victim privacy or impairing and investigation is a concern.
In the event an executive session is required in a closed meeting format, separate minutes should be written for those sessions as minutes are required but should not be published.
Action Taken Between Meetings
When the board is compelled to take action between board meetings, the board must follow the authority and process outlined in the bylaws. Absent specific authority in the bylaws, the board may only take action without a meeting that is unanimous and approved by written, signed action or action via authenticated electronic communication. In either case, it’s important for the board to ratify such an action at the subsequent board meeting so that the action is reflected in the meeting minutes.
As a board, you can decide to include a homeowner forum in a meeting that allows homeowners the opportunity to express something to the board. This usually happens at the beginning or end of the meeting.
Should your board see the value in adding this to your meetings, set some parameters ahead of time to help keep the meeting on track. A couple of best practices for homeowner forums are limit each homeowner to one question or comment at a time; do not try to answer or debate complicated questions during the open forum; and limit the open forum period to a specified amount of time.
The Importance of Meeting Minutes
The responsibility of documenting all meetings and acting as custodian of all official records falls to the board secretary. There is a common misconception regarding meeting minutes where the board believes they have to create a written record of detail regarding each comment and discussion point that took place at the meeting. This is not the case. The meeting minutes simply need to be a reflection of the key points of business that took place at the meeting and the outcome of any votes.
At FirstService Residential, we strongly discourage your board from electronically recording your meetings. If your board chooses to do so, those recordings must be kept for a period of six years as part of the association’s records. In the event of a lawsuit against the association, the recordings would be discoverable. This can create unanticipated liabilities for the association.
How meeting minutes are shared with the community depends on the association and you should confirm with your property management company if they have specific protocols. Typically meeting minutes are shared on the community’s web portal and are also often sent to residents via an e-blast. In some cases boards ask for draft minutes to be posed for the community so that the community can be informed more timely about action discussed. For communities that choose to follow this practice, it’s important to produce the draft minutes promptly, circulate among the board for any comments, and then post with DRAFT clearly marked on the minutes.
Additional HOA Board Meetings Best Practices
Location and Business Like
It’s important to remember that HOA board meetings are business meetings. While there is certainly a social aspect of joining your HOA board, it's important to keep any socializing and board business separate. Board meetings should be held in a location that would be considered appropriate for any other kind of business meeting, not a busy public setting where noise and activities can distract from the task at hand. Additionally, it’s important to keep any social activities that may involve alcohol separate from board meetings so that the board and homeowners can always be at their best in maintaining decorum and fulfilling their fiduciary obligations.
Virtual Meetings are Here to Stay
Virtual meetings gained popularity during the pandemic because it was the only option. Since then, their popularity continues due to the sheer convenience. Board members and homeowners can join from the comfort of their own homes.
The Ideal Meeting Length
We strongly recommend that HOA board meetings last no longer than 90 minutes. Anything longer than that and participants start to lose interest. At FirstService Residential, we recommend setting a goal of 60-minute board meetings. It's important to remember these meetings are most often taking place in the evening when some board members have already worked a full day. Keeping board meetings to a reasonable length and proceeding at a steady pace also opens the door for a wider group of homeowners to attend the meetings and consider serving in the future as they can anticipate productive engagement and a reasonable time commitment.
Stick to the Agenda
The meeting agenda is prepared ahead of time by the HOA president and property manager. As it's included in the meeting notice, no board member should be caught off guard or not prepared to discuss the topics set for the meeting. To keep meetings running on time, it's important to stick to the agenda and not let discussions go off the rails. The HOA board president should be prepared to intervene when discussions get off topic or perhaps a bit heated between other board members.
Additionally, when an agenda item is not on ready to be discussed or resolved the best practice is to table the agenda item rather than continue debating it if additional information or perspective is required.
Keep Best Practices in Mind to Run Effective HOA Board Meetings
An HOA board meeting shouldn't be something board members dread. If you keep best practices in mind and have a clear agenda and objectives for each meeting, running effective HOA board meetings should become second nature.
For new board members who may not be as well versed in the board meeting process, a training session can go a long way. For more information on the board education sessions FirstService Residential Minnesota offers our boards, contact us today. You can also visit our webinar library to catch up on can't miss educational sessions.