Association Meetings and Proxies

CA DAY 2020 is coming up on Saturday, March 14, 2020 at the Virginia Beach Convention Center!

Please mark your calendars and signup. Check out the information on the web site of the Southeastern Virginia Chapter of the Community Associations Institute (CAI) – The theme this year is Salute to Service. At a 9 o’clock session Mike Inman, along with insurance expert, Connie Phillips, will be speaking on water issues related to association insurance coverages – this is a hot topic not to be missed. Jeanne Lauer, who is a member of the Virginia Legislative Action Committee for CAI, will host a chat table on this year’s legislative developments in the General Assembly. Later, Jeanne will speak about Association Do’s and Don’ts relative to community activities (an enticing topic for sure). During this day-long event (which includes an excellent buffet lunch) there will be many excellent and timely topics presented and over 50 vendors to visit in the exhibition hall. We are one of them and hope you will be visiting with us at our booth on the 14th.

WE WELCOME ATTORNEY MATT WEINBERG TO OUR TEAM. Matt has been practicing law in the area for several years and devotes most of his time to civil litigation matters in courts throughout the region. He has experience in community association law as well as other areas including contract disputes, commercial law and family law. Please come over and meet Matt at our booth at CA Day.

Member Participation at Meetings – There are Rules

Frequently there are misunderstandings about the right of owners to participate in both meetings of the board of the directors as well as meetings of the members. It is important that all members of an association understand the rules that apply so that they are not disappointed by the limitations that may apply to their participation.   Rules, imposed either by statute or the bylaws, are needed in order to insure an orderly meeting and efficient consideration of the various agenda items.

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Sometimes we have the unpleasant responsibility of telling a board that the proxy they have sent out (or worse, used) for a membership meeting was invalid due to lack of compliance with their bylaws and/or Virginia Statutes, or that it simply doesn’t constitute a proxy.   It seems that many people think that a proxy is something that is simple to do and should not require professional assistance.  Unfortunately, that is not the case.  There are also a couple of myths about proxies that we need to dispel.
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We are often asked if an owner can be prevented from voting when the association declaration or bylaws state that an owner who is not in good standing may not vote or that their vote will not be counted.  Most board members and managers think this means that an owner who is delinquent in his payment of assessments cannot vote. Without further definition in the documents this is a correct interpretation.  Some people think that it also means that if an owner has been found in violation of the covenants or rules and has not cured the violation or paid a charge made after a due process hearing that the owner cannot vote.  Unless the documents specifically provide for such we believe that “not in good standing” is limited to delinquency in the payment of assessments. 

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Recently we received the following question the answer to which could be helpful to many of you.

Q.       Our condominium has a serious need for some renovation work on windows, doors and some balconies. It is going to cost around $3,000 a unit as best we can tell right now. One contractor we consulted said it was not urgent and that we could do it over a period of time. Another contractor indicated that he thought the deterioration would accelerate and we needed to do all the work right away. The Board is divided on which way to go, and right now we only have four Board members, and it is a 50/50 split. Our next election is September and we cannot agree on a new Board member either. We have been at this standoff for four months now, and we need to move ahead with some plans, but we do not seem to be able to do so. Do you have any suggestions?

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For years we have encouraged associations to consider colored paper for voting forms. It makes them easy to spot and provides additional security against claims of stuffing the ballot box. Having survived more than a few challenges, in and out of Court, to claims of invalid Amendments, the single most effective way to defend these cases is to be able to establish how the votes were cast.

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Q:      As a board member of a large condominium association, I am trying to figure out how we can have our upcoming annual meeting if we don’t get a quorum of members present. Our bylaws say we have to have fifty percent of our owners present in person or by proxy to have a quorum for a meeting. That is 90 members. We did not achieve that number last year and could not have the meeting and elect new directors. What can we do to have a successful meeting?

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Our association just got started and has read through the VA HOA blog a lot!  It has been a big help to us!

I had a question about the legal responsibility of a HOA board to respond to its members.  We are a volunteer board, and there is one member of our community that is constantly sending emails (averaging 6 a day), certified letters, and posting inflammatory comments on Facebook and on our association home page.  He recently sent one email documenting the number of emails he had sent us that had gone unanswered.  He also attends board meetings and attempts to control the agenda and speak over the board, out of turn, and spending more than the allotted time on issues.  We are a board of 8 neighborhood volunteers.  With jobs, kids, and lives outside of the realm of the HOA, I just don’t understand how we possibly could respond to all of his emails.  Is there a legal requirement that we respond to every email he sends?  Or is there a legal guideline for determining which correspondence requires a response?  Also, how can a board effectively manage people who are disruptive at a meeting? What advice would you offer to an association that deals with one particularly time-consuming member?



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        With more frequency I am being asked whether, and to what extent, Board Members are entitled to communicate with each other by email.  A typical questions that is asked is: "After a solicitation of bids, we received a couple of bids for a major project in the community and the board members have been given a copy of the proposals.  There then ensued an email exchange amongst the board members analyzing and discussing the bid packages.  In order to get the project going before the next board meeting which is three weeks away, the President wishes to poll the board members on which contract to accept in order to move forward with the project.  is this permissible?"    

        The answer is clearly no, but the subsidiary question is, if that is the case, how much discussion can be held by board members via email (or telephone conference call, for that matter) without violating the open meeting requirements?

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