The annual meeting is an important moment in the year for a POA. It is time for the members to come together and meet, elect new board members and/or vote on special assessments or changes to the governing documents. But, if not carefully planned and structured, the annual meeting can be a source of contention for managers, board members and the members of the POA. Avoiding these five things can go a long way to minimizing contention and disruption for your annual meeting.
1. Not Sending a Proper Notice
One of the most common things we see disrupt the annual meeting are issues relating to the notice of the meeting. Sec. 209.0056 of the Texas Property Code outlines the requirements POAs must meet for the notice. The notice must be sent out at least 10 days and no more than 60 days prior to the meeting. If there is an election or vote outside of the meeting, the notice can go out no less than 20 days before the meeting. Sec. 209.0056 supersedes any contrary requirements in the dedicatory instruments.
Condominium communities should look to their bylaws for the notice requirements on meetings. If there is not a notice provision, the condominium board should consult with their attorney on best steps to ensure a proper notice goes out to members.
What should be included in the annual meeting notice? While Sec. 209.0056 does not offer any specific requirements regarding what should be included in the notice, board members and community managers should use the Texas Property Code provision on open board meetings, Sec. 209.0051 as a guide for what to include in the notice. The annual meeting notice should include the date, time and place of the annual meeting and general description of what is to occur. For POAs hosting their annual meeting virtually, details on how members can access the meeting must also be included.
Failure to meet the notice requirements can result in delays to the original planned meeting date or time, or if the notice requirements are not met and the annual meeting still occurs, potential litigation or being forced to conduct the meeting again.
2. Lack of Structure for Homeowner Forum
Another common disruption to the annual meeting occurs during a Q&A session. Going into the meeting, the board should place guidelines on how the Q&A session will take place. The Q&A session needs to have a set period of time, i.e. 30 minutes, 45 minutes, 1 hour. Along with the session time limit, the board should limit each person to 5 minutes or less in order to ask questions. This will ensure everyone who has questions gets to be heard. These guidelines will help to ensure the meeting does not extend for hours.
3. Misunderstanding the Voting Process
The voting process is perhaps the most important part of the annual meeting and ensuring the vote is conducted and tabulated according to Texas law and the POA’s bylaws is crucial. A problem for some POAs that causes disruption to the annual meeting is not having a clearly designed process.
When the time comes for tabulation, Sec. 209.00594 only allows vote tabulators to view the ballots. It is recommended that vote tabulators be appointed at the annual meeting and at minimum be one management company employee and two member volunteers. There is no specific statute requirements for condominiums on vote tabulation, but it is recommended to follow the same process to provide an extra level of protection and assurance to your members. Upon completion of tabulation, the ballots, proxies and count sheets should be placed in a manila envelope and sealed with tape in front of the tabulators. The tabulators should each sign and print their name and contact information.
4. Quorum Violations
Quorum violations are perhaps the easiest disruption of all discussed in this article to avoid. Quorum requirements are typically set forth in the POA’s bylaws. In the event a POA has historically run into difficulty obtaining quorum for a meeting of the members, it is recommended that the POA’s legal counsel be consulted to discuss the POA’s options for amending the bylaws to reduce an inordinately high quorum requirement.
5. Virtual Meeting Technical Issues
Our final item to avoid is the dreaded virtual meeting technical issue that could have been prevented. Imagine spending all of this time getting a proper notice sent out, developing an agenda and outline for the Q&A session, conducting and tabulating votes, while meeting quorum, only to get to the time of your virtual meeting and something in your meeting platform fails.
Before getting to this position, it is important to have a practice run-through of the meeting. Set a time where all participants can familiarize themselves with the process of joining a similarly set up meeting and ensure their camera and microphone are in working order. If the board elects to use a feature provided by the virtual meeting software this should also be tested. On the day of the meeting, all participants should join the meeting at least 15 minutes early. This will allow for time to resolve any technical issues that arise with a participant’s microphone or camera. Should technical issues arise with other planned elements, such as video presentations, it may be best to move on from that point of the meeting to the next agenda item and attempt to come back later in the meeting or ignore that portion altogether. Following the meeting, the board and manager should work together to address any technical issues to improve for the next meeting.
By avoiding these five issues, the POA can go a long way to hosting a seamless annual meeting. Should issues arise before, during, or after the annual meeting, the POA should consult with its legal counsel on next steps.
