Holding Virtual Annual Meetings
Many HOAs are hosting their required annual meetings towards the end of the year. In addition to the stress of making sure such meetings run smoothly, Boards and managers have to also navigate annual meetings during the COVID pandemic.
Avenues for a Safe Annual Meeting
Your HOA should not cancel the Annual Meeting, as it is still required by law, even during the pandemic. Considering that there are state-imposed limitations on the number of people who can gather at venues, it would be safer for your HOA to hold a virtual Annual Meeting this year. This is possible if your HOA’s Bylaws do not actively prohibit virtual meetings. The Nonprofit Act allows members to remotely participate in meetings where they can “hear” each other; therefore, your Annual Meeting could be held via:
Phone Conference
Video Conference such as Zoom or Skype
Hybrid Meetings (holding an in-person meeting with the ability for Owners to call in if they do not want to attend in person)
For example, a video conference meeting allows the Board to set up a host room for Owners to join and give each Owner the ability to hear the meeting as required by law. It is a good idea to get comfortable with the video software used to conduct such meetings, as virtual platforms may provide the ability for attendees to vote via the internet, among other options that may make the virtual meetings easier to conduct.
Any actions an HOA wants to take or vote on at the annual meeting can be printed on a ballot or proxy and can be delivered to each Member of the community ahead or after the meeting.
Nominations During Remote Meetings
One issue an HOA may face during a virtual meeting is the matter of Board member nominations from the floor. Because nominations may take place during the meeting itself, the HOA cannot mail accurately written ballots before the meeting.
Some Bylaws provide for an early nomination process; therefore, the ballots/proxies mailed before the meeting will contain accurate information regarding the nominees. If your Bylaws do not provide for an early nomination process, you should consider amending your Bylaws to add this provision.
However, if the early nomination process is not available and nominations from the floor are allowed, then the voting could take place either:
- via internet or phone during the Annual Meeting (if voting can be done by secret ballot for Board member elections), or
- via updated ballots mailed to the members after the Annual Meeting. Each Member will vote via mail after the Annual Meeting (time limits for voting would be established and enforced). This means that the vote results will not be available during the Annual Meeting, and the processing and counting of the mail-in ballots would be properly documented (preferably via video recording).
Things to Remember
Don’t forget that, even with virtual meetings, Owners must still receive proper statutory meeting notice and Owners are still allowed to vote by proxy if voting for Board members is to occur at the annual meeting.
Additionally, make sure to document the minutes for the meeting. Reasonable, good-faith actions are a duty of the Board and noted that decisions regarding meetings were made with “transparency” and “fairness” in mind can help protect the Board. Patience and clarity in conducting your Annual Meetings will go a long way with your Owners during these unique and trying times.
Please contact your legal counsel for additional guidance and information to ensure proper and safe Annual meetings.
THIS IS NOT LEGAL ADVICE. FOR INFORMATIONAL PURPOSES ONLY!
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