Membership Meeting vs. Board Meeting Subject Matter?

What specific laws or rules of procedure prevent a board from conducting routine business and board-votes as part of an ANNUAL MEMBERSHIP MEETING.

Historically, our board has scheduled and held a separate BOARD MEETING immediately following the ANNUAL MEMBERSHIP MEETING. The ANNUAL and BOARD meetings previously had separate announcements, agendas, and minutes. At the BOARD MEETINGS, the board has previously addressed items such as approval of the previous quarterly BOARD MEETING minutes, approval of the quarterly financial report, approval of contracts, etc.

Our generally new, and exuberant, board has decided that holding two separate meetings is silly. When challenged, they asked why it is necessary to hold two meetings back-to-back.

Previous posts on this forum, and other web-sites, recommend that a separate BOARD MEETING be held to address routine business matters. But, I am having trouble finding anything that says specifically why this is necessary.

Our bylaws require that meetings be conducted according to Robert’s Rules, but sorting through that book is daunting.

Can anyone on this forum identify specifically why it is recommended that board business be conducted only in duly called BOARD MEETINGS and not in MEMBERSHIP MEETINGS?

I am a former board member who is trying to mediate an argument between the old-guard and the new-comers; so, it would be very helpful if you could cite specific statutes, or passages in Robert’s Rules, or any other authoritative resources which could be presented to the arguing parties.

Thanks

Also ... Welcome to the forum

Check your bylaws and you'll see confirmation of the differences between the two types of meetings as expressed here by others.

AZ corporations codes also will show the distinction.

In a nutshell, two different bodies or assemblies are meeting. One is a meeting strictly of the Board. The other is a meeting strictly of all Members (owners).

Our Annual Meeting is this Tuesday and it's a meeting of the members (Owners) who elect a new board. Prior to it, we hold a board meeting for board business that we need monthly. The agendas are nothing alike.

Thanks for your responses. Since my original post, I’ve found an answer in Robert’s Rules (RONR, 11th ed., pp. 94-95). It says, in part: “ . . . the bylaws may provide that one of the regular meetings held at a specified time each year shall be known as the annual meeting.” Our bylaws do not provide for that, so we must have separate meetings.

Now, here’s another question relating to the same issue: At the ANNUAL MEETING, when addressing the agenda item “Financial Report,” the board voted to increase the annual assessment for next year. Is that a valid vote?

I would think it would be valid. It wasn't done as an attempt to deceive. The same people that would have voted on it at the regular meeting were the ones voting on it at the annual meeting.

You have to know what part of the Arizona Revised Statues you operate under and then you will find what you need online.

That's how I see it. Directors should vote on business that comes before the board at a duly noticed board meeting, not in the middle of a Membership meeting.

Thank you for your well-reasoned responses. In our case, there was no separate BOARD meeting. The board voted to increase the dues at the MEMBERSHIP meeting under the agenda topic “Financial Report.”

ARS 33-1804 (F) states: “It is the policy of this state as reflected in this section that all meetings of a planned community, whether meetings of the members' association or meetings of the board of directors of the association, be conducted openly and that notices and agendas be provided for those meetings that contain the information that is reasonably necessary to inform the members of the matters to be discussed or decided and to ensure that members have the ability to speak after discussion of agenda items, but before a vote of the board of directors or members is taken.”

We have an owner who has successfully challenged our HOA in the Arizona Office of Administrative Hearings. I suspect he may do so again in this instance.

I’ve suggested that the current board simply conduct a properly called BOARD meeting to vote on the assessment increase, but I’m being dismissed as a meddling former board member. You can lead a horse to water . . . .

Janet – Yes, the Board has the authority to vote to raise the assessment – in our case by 10% per the CCR’s. But, they must take that vote in a properly noticed BOARD meeting, not a MEMBERSHIP meeting. The MEMBERSHIP did not vote to increase the assessment, the BOARD did – in the MEMBERSHIP meeting – and it wasn’t even on the agenda. So, while the board has the authority to vote to raise the assessment, they likely violated ARS 33-1804 because there was no notice of the BOARD meeting, there was no agenda for the BOARD meeting, and there are no minutes for the BOARD meeting. THERE WAS NO BOARD MEETING! I suggested that the board simply conduct a properly noticed BOARD meeting to vote to raise the assessment. By doing so, the board would be complying with ARS 33-1804 and would eliminate the possibility of a future court challenge of their decision. You asked WHY? I ask WHY NOT? All it would take to resolve this issue is a BOARD meeting conducted with 48 hours’ notice, a proper agenda, and a 10-minute meeting to vote to increase the assessment.

Emma

So maybe you caught them on a point of order. Big deal. Drop it.

I'm with Guy & Emma--easy peasy to fix at even the next board meeting. Especially important since Emma reported an Owner seems to like to report their Board to the state.

I'm not so sure, as Janet seems to be, that "most states" require the budget be presented at the annual meeting. That is NOT the case in CA. We discussed and voted on our '18 budget last night at the (open) board meeting that preceded our annual meeting. The topic never is on our annual meting agenda.

Yes, emma's a 0, but this topic may be of interest to others. The distinction between board meetings an members meetings sometimes is murky.