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.
The issues which are discussed at meetings of the board of directors are subject to discussion and vote only by board members. However, the Virginia Code does allow homeowners to be present for the entirety of any board meeting and there must be some time allotted at each such meeting for each owner who is present to address the board about any issue he or she may have pertaining to the association. This is generally referred to as the “owners forum.” Reasonable time limits may be imposed by the officer chairing the meeting.
With respect to meetings of the members the manner of conducting annual and any special meeting of members/owners are largely dependent on the provisions of the Bylaws for your particular association. For example, the Bylaws will provide that the members have the right at the annual membership meeting to vote for election of the Board Members whose terms are expiring. Associations documents vary in the authority given to the members vs. the board of directors with respect to other business decisions. Generally, the board governs the operations of the association and can make reasonable rules for the use of the common areas and conduct of the owners generally. The Declaration and Bylaws generally set out what powers the Association has as a whole and which, if any, of those powers can be exercised by the members exclusively rather than the Board.
There are no hard and fast rules about how the agenda for a member meeting is established. The board decides on the agenda at their meeting in advance of the member meeting. The annual meeting is generally restricted to electing new directors unless there is another issue that requires a vote about which there has been information furnished to the members along with the notice of the meeting. Officers are thereafter elected by the new board members. Generally, any meetings other than the annual meeting are special meetings of the members and have a specific agenda for that meeting and no other topics may be discussed unless a majority of those members present pass a motion allowing for more topics. In any case there must be an owner’s forum at every member meeting during which any member may speak about association matters and, as at the board meetings, reasonable time limits may be imposed. Also, you may find that your Bylaws provide that your meetings are governed by Roberts Rules of Order which is the internationally recognized authority on the conduct of meetings of all types of organizations.
As always if you have questions on this or any other association topic, we hope you will get in touch with one of us.
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.