Directors vs Annual membership meeting

Our bylaws regarding meetings state"

ANNUAL MEETING OF MEMBERS. The first annual meeting of the Members shall be held within one year from the date of incorporation of the Association, and each subsequent regular annual meeting of the Members shall be held on the same day of the same month of each year thereafter..."
(The rest is regarding holidays)

MEETINGS OF DIRECTORS. Regular Meetings. "Regular meetings of the Board of Directors shall be held quarterly without notice, at such place and hour as may be fixed from time to time by the Board..." (The rest regards holidays.)

Last year our Annual Meeting of Members was held in November. The board had every month meetings that year. This year the board went to quarterly meetings which is the minimum requirement.

This year our board meetings were held in Jan, April, July -- and the fourth was supposed to be scheduled for October. Now the MC has designated October as our Annual Meeting of Members.

I see two possible problems with this. Am I correct or am I missing something?

First, if the Annual Member meeting is held in October, there will not be a 4th "board" meeting to meet the "quarterly" requirement. (There are no meetings scheduled beyond October, until January 2007.

Second, The annual member meeting in 2005 was in November so I have to assume that the original month was November. Anyway I believe that moving the Annual Member meeting to different months is in conflict with the bylaws.

Third, I interpret the bylaws as saying that the board must have 4 meetings (quarterly) plus an annual meeting, or a total of 5 meetings. Since the annual meeting is the election of directors, it seems virtually impossible to me to have a "board" meeting on the same night.

As usual, I really appreciate all of the comments and insight that all of you who are more experienced at board functions are willing to share.

Bill

we have some similar words, but one thing we do is have our first board meeting right after the annual "election" meeting. At that first board meeting, they elect a president, etc.. there's no reason that both meetings can't be held one after another, time permitting.

Bylaws should not be so restrictive that there is absolutely no leeway in scheduling. You are correct in your paragraphs 'second' and 'third.' Look to your bylaws for the answers: Your BOD needs to meet quarterly - every 3 months. Unless your bylaws specify that one of the regular meetings shall be known as the annual meeting, then you are required to hold your 4 BOD meetings. See Robert's Rules 10th Ed. p91 ll-34. When management of the organization is left to a board, then the annual business meeting is called the 'annual meeting.' You also need to consult your state statutes as to what their requirements are for HOAs.

I disagree with Gerald's lst paragraph--that interpretation violates the bylaws. Key difference between regular board meetings and an annual meeting include:
1. The the officers and committee chairs must present annual reports at an annual meeting.
2. Officer elections are held at the annual meeting.
3. Any other business as specified in your bylaws as coming before an annual meeting assembly.
4. You read the minutes of the previous year's annual meeting and approve them.

Having said that, annual meetings are pretty mundane. I have written an entire script for our annual meeting--it makes things run smoothly and on time, and no one is speechless or saying incorrect information.

It is undesirable (but not illegal unless it violates your bylaws) to concurrently hold an annual meeting with your regular business meeting. Too many reasons to type here as to why you shouldn't do that. When your regular BOD meetings are publicized, you will get visitors. At an annual meeting, you want to be as neutral as possible in what is presented, staying, of course, within what you are required to do.

We hold a town hall meeting after our annual meeting, and it is informal. We hear the complaints and concerns of HOs, and develop an action item list where assignments are given to the committees to address. In short, stay away from matters that could produce a lot of conflict and a drawn-out annual meeting. Ours lasted 45 minutes, we had a 15-min. break with refreshments, and then launched into the town hall meeting for 1 hour. Everything ran like clockwork. If anyone had attempted to get out of line, the sergeant-at-arms would have jumped into actin.

You're absolutely right--I keep forgetting that the members of this forum come from all over the map. And if I didn't see you in person, I'd think you were members of our HOA.

No, I wasn't a drill sergeant. I am a stickler for parliamentary procedure, though. Meetings just run more smoothly, you can cover a lot more, and you get out of there faster. (Ours often go to 10 p.m. Ugh!)Scripts may be foreign to many people, but they are very common for larger associations, and corporations. My experience has been that once someone has used a script for their annual meeting, they want to keep doing it. Scripts are often encouraged. (Again, it all depends...)

Let me clarify what I said--my mistake, and thank you Brian (really) for letting me know I was two tacos short of a plate on that comment. (I swear, guys, I was not drinking wine when I wrote that. Have been on the computer way too long, though!) Brian--you are right. Although, we do allow people to submit nominations for the positions. (We elect the officers two months before the annual meeting.)

Even in a HOA as large as ours, it is like pulling teeth to get people to run. Ours eats its volunteers young! For the past 7 days I have worked on HOA business for 40+ hours. While we have a lot of retirees (I am one), retirees are busier, in my experience, than most working folks--overcommitted in volunteer activities! We also have a new demographic of couples with children moving into our community, and most of those a 2-people working families.

One last humorous comment--if you were to ask some members of our community, they might want to label our HOA an autocracy.
My response is: Hey, join the board and you, too, can have complete freedom to work your tail off--unlimited ours, in fact!

Thanks for keeping me on my toes.