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Subject: Approve / Adopt Meeting Notices?
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AmitD
(Virginia)

Posts:10


11/11/2020 10:42 AM  
Does anyone know if Board (or Annual) Meeting Notices need to be "approved" before they're distributed (i.e. Action Taken Without A Meeting)? Then once the meeting starts, do they need to be adopted? I can't seem to find any reference to this anywhere in the forum, our ByLaws, or in Roberts Rules. The closest thing I can find in our ByLaws is this statement which isn't very helpful.

"Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board."

Thanks!
AugustinD


Posts:4421


11/11/2020 10:54 AM  
Posted By AmitD on 11/11/2020 10:42 AM
Does anyone know if Board (or Annual) Meeting Notices need to be "approved" before they're distributed (i.e. Action Taken Without A Meeting)? Then once the meeting starts, do they need to be adopted? I can't seem to find any reference to this anywhere in the forum, our ByLaws, or in Roberts Rules. The closest thing I can find in our ByLaws is this statement which isn't very helpful.

"Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board."
-- The Virginia Nonstock Corporation Act almost assuredly applies to your HOA. This statute permits board actions to be taken without a meeting as long as certain conditions are fulfilled. See § 13.1-841 at https://law.lis.virginia.gov/vacodepopularnames/virginia-nonstock-corporation-act/ . Among the conditions are putting the action into the Minutes of the next Board meeting. Minutes subsquently must be voted on by a board majority to be approved. Before the vote to approve the Minutes, a person not liking wording or believing something to be incorrect should raise the issue and ask for a correction. Sometimes Minutes will be approved contingent upon the correction being made.
AmitD
(Virginia)

Posts:10


11/11/2020 12:16 PM  
Thanks AugustinD,

However, at issue is not whether actions should be put into the Minutes to be approved. It comes down to whether providing notice is considered an action. After having read 13.1-841, specifically sections D & E (which I've copied below) seem to make distinction between. "If the corporation shall give written notice of the proposed corporate action..." Is creating/distributing the notice an "action" in and of itself? For example, in a Meeting of the Members (of all 1000 owners), I seriously doubt that I have to seek approval from 501 owners before sending out the meeting notice, but I could be wrong. Then at the actual meeting, would I need to adopt the meeting notice by majority if only 50 owners attended (when 501 is a majority)?

"D. If corporate action is to be taken under this section by fewer than all of the members entitled to vote on the action, the corporation shall give written notice of the proposed corporate action, not less than five days before the action is taken, to all persons who are members on the record 27 8/7/2019 date and who are entitled to vote on the matter. The notice shall contain or be accompanied by the same material that under this chapter would have been required to be sent to members in a notice of meeting at which the corporate action would have been submitted to the members for a vote.

E. If this chapter requires that notice of proposed corporate action be given to nonvoting members and the corporate action is to be taken by consent of the voting members, the corporation shall give its nonvoting members written notice of the proposed action not less than five days before it is taken. The notice shall contain or be accompanied by the same material that under this chapter would have been required to be sent to nonvoting members in a notice of meeting at which the corporate action would have been submitted to the members for a vote."
GeorgeS21
(Florida)

Posts:3411


11/11/2020 12:57 PM  
I'm the easiest to get confused ...

1. The Board meets and agrees to hold the next Board Meeting on date/time X. Notice is provided in time to satisfy that date/time (Statute, Bylaws, etc).

2. The Board meets and agrees to hold the Annual Meeting on date/time X. Note is provided in time to satisfy that date/time (Statute, Bylaws, etc).

What am I missing?
SheliaH
(Indiana)

Posts:3577


11/11/2020 12:57 PM  
I don't think it's necessary. If there was a quorum at the board of directors meeting when a vote was taken to schedule the meeting on X date, that should be enough. The action will be noted in the board meeting minutes.

The board must still have to ensure notices are sent out in a timely manner - for example, my community holds its annual meeting in February, and our documents state homeowners must be notified 30 days in advance. Our annual meeting is typically held before the regular board meeting (3rd Wednesday of the month), so we count back from that date and add 2-5 days to allow the mail to get to out of town homeowners.

As for regular board meeting dates, you can give homeowners a list of dates at the beginning of the year if they're always on the same day of the month (e.g 3rd Wednesday) and then remind homeowners on your website or newsletter (preferably both).
GeorgeS21
(Florida)

Posts:3411


11/11/2020 12:59 PM  
Follow-up:

If Board meetings are always held on the (ex) 3rd Thursday of each month, then no further action required by Board - notice is provided per above note.

If Annual meetings are always held one the (ex) 3rd Thursday in January, the same-same.

Am I getting it, yet?

:-)
BillH10
(Texas)

Posts:582


11/11/2020 1:05 PM  
I'm not getting it--

Amit, could you provide some words to describe the underlying issue? What caused this question to come up?
AmitD
(Virginia)

Posts:10


11/11/2020 1:16 PM  
We haven't reached the point of schedule regular meetings, although we'd like to one day. Until then, its notice by mail where the days aren't always consistent and we don't always choose the date at the previous board meeting. I assume then its the day that has to be approved, and not necessarily the notice in its entirety? How would that work for an annual meeting if we haven't chosen the date at the previous annual meeting?

What about at the meeting. Is simply noting it for the minutes good enough without adopting the notice outright?
GeorgeS21
(Florida)

Posts:3411


11/11/2020 1:31 PM  
Amit,

The Board decides the date/time of the next Board meeting.
- Does notice need to be mailed in Virginia? I don't think so.

The Board decides the date/time of the next Annual meeting of members.
- Does notice need to be mailed in Virginia? I think so - many states require, I think.

Minutes should have standard format - pretty much just who is there, the agenda, and motions.

I've never heard of anything like what you are describing.

AmitD
(Virginia)

Posts:10


11/11/2020 1:49 PM  
GeorgeS21,

We don't have regularly scheduled meetings yet.
AmitD
(Virginia)

Posts:10


11/11/2020 1:52 PM  
The problem is that our meetings are being scrutinized more than usual because of litigation. I want to make sure that if we send out a meeting notice where the date was not determined at the previous meeting, does the notice itself need to be approved before being sent out and then adopted at the meeting?
AmitD
(Virginia)

Posts:10


11/11/2020 1:52 PM  
The problem is that our meetings are being scrutinized more than usual because of litigation. I want to make sure that if we send out a meeting notice where the date was not determined at the previous meeting, does the notice itself need to be approved before being sent out and then adopted at the meeting?
AugustinD


Posts:4421


11/11/2020 1:53 PM  
Posted By AmitD on 11/11/2020 12:16 PM
Is creating/distributing the notice an "action" in and of itself? For example, in a Meeting of the Members (of all 1000 owners), I seriously doubt that I have to seek approval from 501 owners before sending out the meeting notice, but I could be wrong. Then at the actual meeting, would I need to adopt the meeting notice by majority if only 50 owners attended (when 501 is a majority)?
-- AmitD, I think you may be conflating Board Meetings and Membership Meetings. Board Meetings are very different from Membership Meetings, both in content, notice, and how they are conducted.

-- The way you are thinking about this leads to an illogical result: Meeting dates can never be set, because notice can never be given in advance.

-- As long as the meeting dates that are set comport with the Bylaws and state law, I do not consider // setting the dates // of either Board Meetings or Membership Meetings to be "corporate actions."

-- In my experience, the first Board meeting after the annual election is often called an organizational meeting. Dates for Board meetings and the next year's annual meeting are set. Or just set the dates by email. I am not persuaded that the subject of setting the dates of the meetings has to be put on a notice to the members.

-- If your Board wants, task the setting of meeting dates to the manager and be done with it.

-- What is most important is giving proper notice of other substantive topics that will be voted on.

-- I think this thread is going nowhere very fast.
AugustinD


Posts:4421


11/11/2020 1:55 PM  
Posted By AmitD on 11/11/2020 1:52 PM
The problem is that our meetings are being scrutinized more than usual because of litigation. I want to make sure that if we send out a meeting notice where the date was not determined at the previous meeting, does the notice itself need to be approved before being sent out and then adopted at the meeting?
If the bums trying to sue you all are that anal, agree on a meeting date by email; give all proper notice of the time and place of the meeting; put the email vote in the next board meeting's minutes as an "action without a meeting"; and get on with business.
AugustinD


Posts:4421


11/11/2020 2:03 PM  
Posted By AugustinD on 11/11/2020 1:53 PM

-- As long as the meeting dates that are set comport with the Bylaws and state law, I do not consider // setting the dates // of either Board Meetings or Membership Meetings to be "corporate actions."
Pfft. Just shoot me. Delete the above. Set the meeting dates using "action without a meeting." Notice is not required for an "action without a meeting." Feel free to put on the agenda for the next meeting that this "action without a meeting" (setting meeting dates) will be read aloud.
AmitD
(Virginia)

Posts:10


11/11/2020 2:04 PM  
1) I know there's a difference between Board and Annual Meetings.
2) I'm not sure what your second points means. Meeting notice has to be provided in advance to let members know the date of the meeting.
3) Sounds goods to me.
4) Our association is relatively young and as of yet we don't have set a regular schedule. Effectively, we pick and a date three months out and put it in writing.
5) Meeting dates is not the issue, it's the notice. Does the notice need to be adopted at the meeting?
6) Understood.
7) I'm just looking for help.
AmitD
(Virginia)

Posts:10


11/11/2020 2:08 PM  
Got it! Thanks all it's been very helpful.
AugustinD


Posts:4421


11/11/2020 2:53 PM  
Thanks for your patience, AmitD. Little cranky here. Watching and helping someone with their own HOA lawsuit where I am. I think it goes well, though in the final accounting, there will be no winners no way no how. All there will be is: Bragging rights, exercised by those with poor senses of self-worth to begin with, followed by a lesson or two learned.

In the 1993 movie "Philadelphia," attorney Andrew Beckett repeats to himself at one point, "Every problem has a solution." I thought, "Ya right. Existentially maybe."

Does every legal problem have a practical solution?

AmitD's Board's legal problem did. (I think.)

Talk among yourselves.

KerryL1
(California)

Posts:7660


11/11/2020 6:49 PM  
In CA, directors can schedule meetings among themselves online. They do not have to vote on the meeting date at a meeting. Don't know about VA, but it seems unreasonable for boards to have to vote on a meeting dates.

Why not set up a regular schedule of regular meetings ASAP? Why delay??? how many a year must you have per your Bylaws if they state this?
AmitD
(Virginia)

Posts:10


11/12/2020 1:10 AM  
We're giving it a shot next month to see how it works out. Our bylaws don't require anymore than 4 per year.
GeorgeS21
(Florida)

Posts:3411


11/12/2020 6:26 AM  
Amit,

Please don’t overcomplicate this.

Follow statute and your bylaws.

Boards decide when and where meetings occur - board, annual, membership, special, etc.

Focus on failure points - ie providing sufficient notice in the manners noted in statute and your bylaws - this is usually where Boards screw up.
BillH10
(Texas)

Posts:582


11/12/2020 10:17 AM  
Amit, I wholeheartedly second George's advice.

You or someone is way overthinking the process of setting meeting dates and downstream consequences.

Ensure you are in compliance to the Nth degree regarding meeting notices and other requirements and move on.

I understand your Association is involved in a suit. My experience, and the advice/comments I have read from others, is a judge would explode all over the courtroom if opposing counsel raised an issue regarding how the meeting dates were set. Not properly following notice requirements is another matter.
AmitD
(Virginia)

Posts:10


11/12/2020 10:26 AM  
Thanks to everyone!
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