Serving on a community association board is a big responsibility, but surprisingly, many board members and unit owners don’t fully understand the rules and requirements of the board meetings themselves.
And even more surprisingly, many are unaware of the number of board meetings required each year.
“As a matter of reality, it’s very common that a state statute or condo documents will require at least one open meeting a year for an annual meeting,” says Gary Daddario, an attorney with Perkins & Anctil PC in Westford, Massachusetts, who is licensed in New Hampshire as well. “Beyond that, you look to the condo bylaws to see what is necessary. We see everything from two meetings a year, to a meeting every quarter to a meeting every month.”
Requirements vary from state to state and association to association, based on the particular condominium documents involved.
“In other states there may be stated requirements, but in Massachusetts what is required is set forth only in the condominium bylaws, which may differ from association to association,” says Henry Goodman, a partner in the Dedham, Massachusetts-based Goodman, Shapiro & Lombardi, LLC, which also has offices in Rhode Island. “However, generally one sees a requirement in the bylaws here for at least monthly meetings and more if the board so decides.”
In New Hampshire, a state statute requires at least one open meeting per year, but says nothing about any others. Again, bylaws will put in motion further board meeting held throughout the year.
“In Connecticut, a unit owner meeting is required at least once annually and in accordance with the bylaws for other times during the year,” says Laura J. Waldrop, CPM, of Barkan Management Company, Inc. in Vernon, Connecticut.
Massachusetts does have a statute regarding meetings, but it is considered an enabling statute.
It doesn’t have a lot of details about many of the operations, but instead opens windows and provides for the association the authority to handle certain things,” Daddario says. “It’s up to someone handling the condo docs to fill in the details.”
The attendance requirement as set forth in the bylaws usually requires that there be a quorum at the meetings.
“Ordinarily a quorum comprises a majority of the board or only one member if there is only one member,” Goodman says. “Quite frequently, when the board is reduced to one member, that member can only carry out the administrative requirements of the board but cannot set policy. This will vary depending on the bylaws.”
In New Hampshire, RSA 356-B:38 allows the condominium documents to set a different percentage for attendance; it sets a quorum at 331/3 % of the ownership for association meetings.
“It also states that the condo docs may not state a percentage lower than 25% for an association meeting,” Daddario says. “For board meetings, unless the condo docs set a larger percentage, 50% of those entitled to cast votes must be present.”
Most frequently, the only structure in the bylaws is to require a board of a certain minimum and maximum number as decided by the unit owners.
“It will provide for elections or appointments when the number falls below what was last set by the unit owners,” Goodman says. “Sometimes, it also requires officers, although ordinarily the board acts by a majority of its members and not through any specific officer.”
Board meetings are business meetings of the board, not unit owner meetings; therefore, unit owner interference should not be allowed.
“We do advise our boards to set aside a few minutes at the beginning of the meeting for ‘Unit Owner Business’ to give owners a chance to vent,” Goodman says. “This helps the board to understand the issues in the community and to squelch rumors that the board doesn’t do anything for the individuals.”
So, while the meeting will be open for the residents to listen, the majority will be closed to their participation unless invited to express an opinion.
As to matters properly before the board, there should be an introduction of the issue; a motion on the issue; discussion; any amendments to the motion; discussion on such amendment, if any; a vote on any amendment and then a vote on the motion as it may or may not have been amended.
“The discussions ought to be short, repetition prohibited and any argument after the vote stifled,” Goodman says. “The vote is what counts. Sour grapes do not belong in a board meeting.”
All meetings should be open, except for those that are executive sessions.
“Executive session should be reserved only for those matters that, as a matter of law or practicality, should not be made public,” Goodman says. “Such items include a discussion of individual unit owners’ finances (prohibited by the Fair Debt Collection Practices Act); attorney-client privileged communications; legal strategy; and matters which might otherwise be defamatory.”
Other things that are typically discussed in executive session are personnel matters, budget items and anything that might be legally considered confidential or sensitive information.
Guidelines to Follow
There are certain guidelines that boards can adopt to ensure that their meetings are harmonious and productive and that they do not drag on indefinitely. The most commonly used manual is Robert’s Rules of Order (see sidebar).
“The guidelines for meetings in Connecticut and most states are generally Robert’s Rules of order,” Waldrop says. “The specific rules do vary by state, to some degree.”
A meeting structure isn’t imposed by any statute, so it will vary by boards and a board can make some administrative rules to set out how they want to run a meeting.
“If the board wants to try without getting into particulars or adapting some codes— not wanting to use Robert’s Rules—some provisions would be to set timetables in the agenda,” Daddario says. “That would limit the amount of time afforded to each issue and the board would be forced to stick to those times. It’s also a good idea to put a time limit on how long each person should speak so it’s fair and consistent.”
The Community Associations Institute (CAI) offers some literature that puts out a modern mode of conduct for board members to adapt and also offers recommendations for guidelines they should follow.
“What you can do is print it out and have all board members sign it,” Daddario says. “They are rules to live by. It boils down to common sense and courtesy. Someone can adopt this model or a board may want to look at it and tweak it and put their own touches on it.”
Some states have enacted the Uniform Common Interest Ownership Act (UCIOA), which has requirements for open meetings and the keeping of minutes. Vermont and Connecticut are the only New England states that have adopted this so far.
“Massachusetts and New Hampshire both have their own state statute dedicated to condominium governance, so neither is using that model, but it has been adopted in othe states around the country successfully,” Daddario says.
Although boards usually seem to micro-manage and waste much time at meetings, Goodman says the proper way to run their meetings and thus efficiently operate their communities would be to realize that they are the policymaking entity but not the management or maintenance entity.
“Still, they spend more time on overseeing and engaging in management and maintenance issues than is necessary,” Goodman says. “A board should only be concerned with setting policy and demanding that the results comport with their decision.”
For example, once a board determines that the roof needs replacing, the board members should instruct management to put out an RFP, get bids, determine the lowest competent bidder, perhaps review colors and order management to see to it that the job gets done within the quote by a certain date.
“Board members do not have to watch the job being done, monitor the number of shingles being delivered, or anything else,” Goodman says.
In New Hampshire, RSA 356-B:37 states that notice to all owners must be provided at least 21 days before a regular meeting or at least seven days before a special meeting. It also states that an affidavit shall be prepared and signed by the secretary or other office of the board attesting to the fact that proper notice was mailed to the owners; and that meeting minutes shall be available to owners within 15 days of the board approving them or within 60 days, whichever occurs first.
Both Connecticut and Vermont require notice as well.
Unless otherwise provided in the bylaws or by resolution of the board, there is no requirement for notice of meetings in Massachusetts.
“However, we advise our clients that it is better to operate as though the Open Sunshine Laws applied and not only notice meetings to the unit owners, but also to invite them to attend all such meetings except those reserved for executive session,” Goodman says.
Daddario says that the condo documents will explain the manner in which notice needs to be sent, when it needs to be delivered and all information involving date, time and place.
“As a practical manner of advice, if the condo docs say to send everyone a letter, comply with that certainly, but also do every other thing you can that makes sense and is reasonable,” he says. “If you have a website, put it up, If they have a clubhouse with a billboard, stick it up. No one will ever complain there was too much notice but you may get complaints in the alternative.”
In today’s information age, you would think that alerting people about meetings by e-mail is a great way to get the word out, but since most bylaws were written before that form of communication really took off, it’s rarely considered.
The same is true with social media sites, such as Facebook or Twitter. These are technological advancements that are hardly ever used in conjunction with board meetings.
“There are no laws touching on those types of technologies and I wouldn’t expect that for a while,” Daddario says. “For now, I would not recommend that because those sites are so open and popular. Your average condo meeting has information that the board probably shouldn’t make public. A great example would be if they discussed delinquencies that are becoming a concern. You don’t want to put that out there because, arguably, there is a violation going on if you are sharing details of an account.”
Board meetings also don’t generally allow people to “attend” on Skype or by some other non-traditional means, because these ways weren’t around when the parameters were set.
There are some state laws getting modernized enough so to formally recognize that if someone can’t be at meeting, they can dial in on a speakerphone, but they must be able to be heard and to hear everyone present.
“Most boards are fiduciaries,” Goodman says. “Members must attend meetings and actually vote. They have no right to give a proxy to others.”
Records of the meetings, generally called “official minutes” are kept by the person holding the position of secretary on board.
“In Massachusetts, absent a requirement in the bylaws or a resolution of the board, there is no legal requirement for the keeping of minutes of meetings,” Goodman says. “We advise our clients to keep minutes as evidence of what was authorized and as historic background for future boards to see what was done and why.”
The official meeting minutes are part of the record of the association. Most of the time, whether by condo bylaws or statutes, unit owners have the right to at least see the record.
Call to Order
Most documents require a certain number of meetings per year and most include provisions on how a special meeting might be called.
“A special meeting can be called for any subject,” Waldrop says. “In Connecticut, it can be called if the president, a majority of the board or 20% of the unit owners call for such a meeting.”
In other states, the percentage varies by board.
“Even if you live in community where documents mandated only one meeting per year, if they also say, as many do, ‘If X percentage get together, they can petition the board to schedule a special meeting’ and that’s an avenue for another meeting,” Daddario says.
Keith Loria is a freelance writer and a frequent contributor to New England Condominium.