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DonnaS
(Tennessee)

Posts:2948

08/04/2008 5:42 PM
Stephanie, I went to your Georgia Homeowners Code and have copied this for you. You said that the others are "reluctant" to let any members in to your meetings but I believe the code allows the membership to attend. I also think that the Georgia Code is really poorly written and vague at best. Georgia Code 44-3-220, 226 44-3-230. Meetings of the members of the association shall be held in accordance with the provisions of the association´s bylaws and in any event not less frequently than annually. Notice shall be given to each lot owner at least 21 days in advance of any annual or regularly scheduled meeting and at least seven days in advance of any other meeting and shall state the time, place, and purpose of such meeting. Such notice shall be delivered personally or sent by United States mail, postage prepaid, to all lot owners of record at such address or addresses as designated by such lot owners or, if no other address has been so designated, at the 4

MaryA1
(Arizona)

Posts:2498

08/04/2008 9:40 PM
Donna, This applies to member meetings not board meetings!

DonnaS
(Tennessee)

Posts:2948

08/05/2008 5:02 AM
Mary, I guess that I don't understand then what is the difference between Board and member meetings. Who leads or heads the members metings? My experiences have been that all members attend either Board meetings or the Annual meetings. Really, I cannot tell the difference.

MaryA1
(Arizona)

Posts:2498

08/05/2008 5:22 AM
Posted By DonnaS on 08/05/2008 5:02 AM Mary, I guess that I don't understand then what is the difference between Board and member meetings. Who leads or heads the members metings? My experiences have been that all members attend either Board meetings or the Annual meetings. Really, I cannot tell the difference. Donna, Member meetings are meeting of the members, usually just the annual meeting where board members are elected. But members may make motions and vote on certain items. The Pres. of the board generally presides. Board meetings are meetings of the BOD where business of the assn is transacted. The business is taken care of by the board members, with little or no input from the members and of course no vote of the members required to transact the business. Every set of bylaws that I'm aware of delineate board meetings and members meetings. The AZ Nonprofit Corp Act has separate sections for board meetings and members meetings. They are two very different and distinct types of meetings. The fact that assn members can attend both is a moot point. The key point is that members do not vote on any business transacted at a board meeting and their presence is not counted toward the quorum. If no members, other than board members, attended a board meeting, the meeting could still take place and business could still be conducted.

GeraldT4

Posts:934

08/05/2008 5:33 AM
Georgia POAA does distinguish between "meetings of the members" and board meetings. 443-23 "(1) Detailed minutes of all meetings of the members of the association and of the board of directors;" Member meetings often mean the annual meeting, whereas Board meetings happen more frequently, are regularly scheduled. However, Georgia POAA does npt state "member meetings", it states "meetings of the members of the association". The later of which, to me at least, is a little more broad. To me it means a Board meeting can be a "meeting of the members of the association" if the Board meeting is open to all owners. My suspicion is that notice requirements and the cost (time/money) attached thereto is ONE of the reasons that Board meetings became closed to all owner members. Not so much that there was a reason to hide something, hence to close a meeting to the owners, rather pure laziness and or expense. Once the meetings became closed the Board realized, "...hey we can get a lot more done without all the yahoo interruptions", or something to that effect. But I digress. An exact citing of Georgia Property Owner's Association Act is as follows: 44-3-230. Meetings of the members of the association shall be held in accordance with the provisions of the associatiońs bylaws and in any event shall be called not less frequently than annually. My Interpretation: There needs to be at least one annual meeting of the members, and it needs to be held in accordance with the by-laws. Notice shall be given to each lot owner at least 21 days in advance of any annual or regularly scheduled meeting and at least seven days in advance of any other meeting and shall state the time, place, and, for any special meeting, purpose of such meeting. My Interpretation: Regardless of what the by-laws state, there are state governed notice requirements as detailed above. Because notice of any regularly scheduled meeting is required at least 21 days in advance, the Board would be wise to develop a schedule of meetings of the members and provide it at least once a year, with updates. Any other meeting of the members such as a special meeting requires at least 7 days advance notice. Such notice shall be delivered personally or sent by United States mail, postage prepaid, statutory overnight delivery, or issued electronically in accordance with Chapter 12 of Title 10, the 'Georgia Electronic Records and Signatures Act,' to all lot owners of record at such address or addresses as designated by such lot owners or, if no other address has been so designated, at the address of their respective lots. At the annual meeting, comprehensive reports of the affairs, finances, and budget projections of the association shall be made to the lot owners. This is pretty self explanatory.

DonnaS
(Tennessee)

Posts:2948

08/05/2008 5:58 AM
Mary, I understand all of this stuff. Arizona as well as Florida are very clear as to which meetings are open to the general membership. What I did find too vague was that there is no statement which REQUIRES any meetings to be open to the general membership in Georgia. Lots of mention of members but no statement of requirement. And Gerald, Thanks for reposting the Ga. code on this. By rereading it, I think that it needs some "fine tuning"

MaryA1
(Arizona)

Posts:2498

08/05/2008 6:03 AM
Gerald, You stated: "However, Georgia POAA does npt state "member meetings", it states "meetings of the members of the association". The later of which, to me at least, is a little more broad. To me it means a Board meeting can be a "meeting of the members of the association" if the Board meeting is open to all owners." Sorry, but your assumption is incorrect. Just because board meetings are open to the members does not make a board meeting a meeting of the members. The distinction between the two is that, although members may be present, their presence is not counted to meet the quorum and they do not vote on any business transacted. If no members, other than the board members, showed up at a board meeting, the meeting would still be held and business would still be transacted. They are NOT required to be there because it isn't their meeting! BTW, "member meetings" and "meetings of the members of the assn" is one and the same. There are no other "members" of an HOA but the "members of the assn"! I know we all state our opinions on this forum. But, please believe me when I say, THIS IS NOT JUST MY OPINION, THIS IS FACT!!

MaryA1
(Arizona)

Posts:2498

08/05/2008 6:09 AM
Posted By DonnaS on 08/05/2008 5:58 AM Mary, I understand all of this stuff. Arizona as well as Florida are very clear as to which meetings are open to the general membership. What I did find too vague was that there is no statement which REQUIRES any meetings to be open to the general membership in Georgia. Lots of mention of members but no statement of requirement. And Gerald, Thanks for reposting the Ga. code on this. By rereading it, I think that it needs some "fine tuning" Donna, I'm not surprised at all. Not all states have HOA open meeting laws. AZ has open meeting laws for public bodies and a seperate set for HOAs. AZ and FL may be the "oddballs"! So many people talk about transparency for boards; open meeting laws ensure this. States that do not have these laws for HOAs are doing all assn members an injustice, IMO. Think of all the abuse that you know of in FL -- and I know it also occurs in AZ -- and we have the laws. Now think about all the states that do not have the laws and how much abuse must go on -- it's mindboggling.

BradP
(Kansas)

Posts:1742

08/05/2008 6:09 AM
Board members are still members of the community and in my experience members have a valuable say in board meetings. Just because their time is limited on what they can do or say their presence and their voice is important. I have always disagreed with the term Board of Directors Meetings because to me it gives the impression that the meeting isn't open to other members. When I was President we always referred to our meetings as member meetings and made sure to invite all members to attend. Maybe I am wrong in my thoughts, but community apathy isn't helped with Labels such as these in my opinion.

GeraldT4

Posts:934

08/05/2008 6:43 AM
MaryA1 - Wondered how long it would take for someone to tell me that my interpretation was incorrect. Didn't take long. BTW, if a Board meeting is open, it is a meeting of the members of the association. That is a fact. Quorum requirements are irrelevant. It's notice requirements for any "meeting of the members of the association" that matter, and what my sighting was germane to.

DonnaS
(Tennessee)

Posts:2948

08/05/2008 6:52 AM
Brad, I am sure that Mary and all of the rest of us agree with you whole heartedly. I know that I sure do. What I try to get across to others here is that in Florida(That's the laws that I know best), there are only 2 kinds of meetings addressed in the Statutes. Board meetings and Annual meetings. Both of these are meetings where the membership attends. Both allow for membership input, Board meetings requireing a written notification to the Board that a member wants to address the Board, The Not For Profit Corp Statutes allow for Exect. meetings. Committee meetings are not an issue. So basically, by not allowing members to be involved in any meeting is like you said, not productive and encourages owner apathy. Thanks for the post.

MaryA1
(Arizona)

Posts:2498

08/05/2008 6:56 AM
Posted By BradP on 08/05/2008 6:09 AM Board members are still members of the community and in my experience members have a valuable say in board meetings. Just because their time is limited on what they can do or say their presence and their voice is important. I have always disagreed with the term Board of Directors Meetings because to me it gives the impression that the meeting isn't open to other members. When I was President we always referred to our meetings as member meetings and made sure to invite all members to attend. Maybe I am wrong in my thoughts, but community apathy isn't helped with Labels such as these in my opinion. Brad, I agree that board meetings should be open to the members. And I agree they should have the opportunity to comment on the issues being discussed. However, they do NOT have a vote on the business being transacted therefore it is NOT a meeting of the members. The two types of meetings are very different and should not be confused. Of course your BOD may call their meeting anything they like; however, by calling them "member meetings" all they do is further confuse the issue. IMO, it's much better to explain the difference rather than to acquience to the confusion and call the meeting something that it's not. Does your City Council call their meetings "citizen's meetings"? A citizen has the right to attend and speak at a city council meeting. Sames goes for the School Board; they aren't called "parent meetings".

BradP
(Kansas)

Posts:1742

08/05/2008 7:52 AM
I disagree, but that is my opinion, and I am well aware of the difference in what you call a "member meeting" and a "Board meeting". My only point is instead of building a wall between the members and the board and then complaining about apathy, maybe try something a little indirect to bring down that wall...Rules are fine and lead to organized life, but discovery happens when you veer off the path of normalcy.

GeraldT4

Posts:934

08/05/2008 9:42 AM
MaryA1 - Why does a vote not being permitted on business negate the meeting from being called a meeting of members?

JohnO6
(Georgia)

Posts:122

08/05/2008 9:45 AM
While we're on the subject of the Georgia POA statute, let me hasten to point out that this law does NOT automatically cover all HOAs in the state. In fact, an HOA's declarations must specifically include the association as being subject to the statute. So, as with so many other things, the first place to go is to the Declaration of Protective Covenants & By-laws of the HOA to see if the statute even applies.

GeraldT4

Posts:934

08/05/2008 10:12 AM
JohnO6 - State law trumps, it's pretty clear in the law that it states, "in any event 21 days notice" is required.

JohnO6
(Georgia)

Posts:122

08/05/2008 10:24 AM
Posted By GeraldT4 on 08/05/2008 10:12 AM JohnO6 - State law trumps, it's pretty clear in the law that it states, "in any event 21 days notice" is required. Gerald - I think you've missed my point .. .. while you correctly quote the law, the law itself specifically states that in order to be governed by THIS LAW, the HOA must specifically declare itself subject to it. Section 44-3-222 of the code states: "Any declaration or amendment intending to bring or avail a development of the benefits and provisions of this article shall state an affirmative election to be so governed." Law firms in GA that specialize in Community Association Practice are constantly having to remind HOAs that they ARE NOT SUBJECT to this law unless they ask to be.

GlenL
(Ohio)

Posts:1466

08/05/2008 10:53 AM
Stephanie if your By-Laws allow for amendment by the members, ours do, in others it's strictly a BOD function I would suggest you get some people to help you and get the required signatures to open the meetings to the members.

MaryA1
(Arizona)

Posts:2498

08/05/2008 11:21 AM
Posted By GeraldT4 on 08/05/2008 9:42 AM MaryA1 - Why does a vote not being permitted on business negate the meeting from being called a meeting of members? Gerald, Well just think about it, Gerald. If it's a meeting of the members shouldn't they be authorized to conduct the business? You know -- make motions; vote; make decisions? However, as I said to Brad, the board can call their meeting anything they like; but there is a distinct difference between a true members meeting and a true board meeting. When those terms are used in a discussion forum such as this, the correct meaning of the two terms should be used when offering opinions.

MaryA1
(Arizona)

Posts:2498

08/05/2008 11:26 AM
Posted By BradP on 08/05/2008 7:52 AM I disagree, but that is my opinion, and I am well aware of the difference in what you call a "member meeting" and a "Board meeting". My only point is instead of building a wall between the members and the board and then complaining about apathy, maybe try something a little indirect to bring down that wall...Rules are fine and lead to organized life, but discovery happens when you veer off the path of normalcy. Brad, You disagree with my interpretation of what a member's meeting is and what a board meeting is? Or, you disagree with my assessment of your board referring to their meetings as members meetings? If the former, I think I've made my position quite clear and I know I'm right. If the latter, that's fine with me; whatever floats your boat. Whatever it takes to get the members to come to the meetings. However, I still prefer to call a spade a spade and perhaps explain the term if it's not understood.

ShirleyY
(Florida)

Posts:1

08/12/2008 1:25 PM
My only question after reading all of these responses is do you have liability insurance through the association? Appears to me you may need it since you're making all the decisions and will be held liable for those decisions. Your board is dysfunctional, and I'd back away as fast as I could. Your neighbors need to know you can't work together as a board. Most states have a Sunshine Law which effects everything from City Council meetings to Board meetings. Sad you don't have to open the meetings to your residents.

GeraldT4

Posts:934

08/12/2008 1:33 PM
ShirleyY - HOA's in Florida are not subject to Sunshine Laws. Sunshine pertains to City Council meetings and Board meetings that have oversight of local government, not HOA's.

DonnaS
(Tennessee)

Posts:2948

08/12/2008 1:37 PM
Gerald, Correct on that except you need to add that Sunshine laws only affect a HOA in the event there is an issue with zoneing or code issues involving the hOA and the County.

StephanieB3
(Georgia)

Posts:29

08/12/2008 1:52 PM
ShirlyY, I don't make all of the decisions. We vote as a Board. But I can't get them to do anything other than that. I addition, whichever way I vote they try to vote the opposite, so now I just vote last. I agree that the board is dysfunctional but I can't leave because it's not in the best interest of the community. I still have to live there and I don't want to see it go down the tubes with all of the hard work that's been put in.

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