Meetings and Decisions
Owners are entitled to attend all board meetings except Emergency Board Meetings (as described above) and executive sessions. The board is permitted to hold an executive session only to discuss litigation, contracts with non-owners, the formation of contracts with third parties, owner discipline, personnel matters, or to meet with an owner regarding the payment of assessments. If only part of the meeting will be an executive session, owners may attend the remainder. Any gathering (including a conference telephone call) where a majority of directors discuss any item of business scheduled to be heard by the board is considered a director meeting (other than for purposes of litigation or mediation) and triggers owner notice and attendance rights.
Board meetings are likely to be more productive, and less frustrating for participants if formal procedures are adopted and followed. Boards should refer to Robert’s Rules of Order for direction on meeting requirements, however, other less-formal procedures are acceptable.
Generally, directors should not discuss or take any action on any matters not listed in the agenda. However, matters may arise as new business during the meeting that require immediate action or discussion. Those items should be noted on the meeting minutes so all owners have information about the actions that were taken.
Generally, at a regular owner meeting, the owners can vote on matters not mentioned in the meeting notice. At a special owner meeting, the owners cannot vote on matters not mentioned in the meeting notice.
The governing documents generally specify the minimum number of directors (the “quorum”) that must be present for decisions to be made at a board meeting. When the governing documents do not specify a director quorum, a majority of directors shall be required for a quorum. A majority vote of the directors attending a meeting can make decisions unless the governing documents impose a higher voting requirement.
The governing documents specify the minimum amount owners present for a quorum. This is also known as the owner voting power. This minimum amount must be present for decisions to be made at an owner meeting. In Oregon, the law sets 20% as the minimum quorum, and in Washington, the minimum quorum is 25% for condominiums. There is no minimum quorum requirement in Washington for planned unit developments.
An owner’s voting power is determined by the governing documents. In most homeowner associations, each owner has one vote of equal weight regardless of his/her ownership or assessment percentage, or the value or size of his/her unit or lot. If voting power is not specified in the governing documents, the law presumes that each unit or lot is entitled to cast one vote, with all the votes being weighed equally.
There is no requirement that owners be permitted at all board meetings. However, it is good practice to allow time for owners to provide input at board meetings during an open forum. The board has discretion to set procedures, including time limitations, for the open forum.
A matter that could be decided at an owner meeting may also be decided by casting a written mail-in ballot. Most governing documents contain provisions allowing for business to be conducted by written ballot with some exceptions. The provisions differ greatly, and a careful review of the association’s governing documents is necessary to determine whether this is authorized.
Decisions made at an owner meeting held without proper notice are valid only if all the following are true: (i) enough owners (a “quorum”) were present to allow decisions to be made at a properly noticed meeting, (ii) none of the owners at the meeting objected to the improper notice at the beginning of the meeting, and (iii) every owner who did not attend the meeting signs a waiver of notice or an approval of the meeting minutes.
A regular owner meeting is one held on a schedule prescribed in the governing documents. Most governing documents require one regular meeting (the “annual meeting”) each year. A special owner meeting is one that is not required by the governing documents but rather has been convened for a specific purpose.
Both regular and special owner meetings require a written notice at least ten (10) but not more than fifty (50) days before the meeting in Oregon, and at least ten (10) but not more than sixty (60) days before the meeting in Washington. The notice may be given in several different ways: (i) by email to an owner who has consented to receive notice in that manner; (ii) by first-class mail; (iii) by hand-delivery to the owner.
An owner meeting notice must include the place, date and time of the meeting, and the general nature of the business to be conducted at the meeting.
The law requires that the association maintain minutes of all director meetings except executive sessions. The meeting minutes should be approved at the next association or board meeting. The governing documents usually state that the secretary is responsible for preparing the minutes. There is a new Washington PUD law requiring meeting minutes within 60 days of the meeting effective August 1, 2014.
Most governing documents require that the association prepare and maintain minutes of all owner meetings and that these minutes be made available to owners for inspection on written demand at any reasonable time for any reasonable purpose. There may be a requirement that the secretary is responsible to prepare the minutes within a prescribed number of days following the meeting. All minutes remain in draft form until they are approved at the next association or board meeting.
An owner who cannot attend an owner meeting should give another person a proxy, which is a written form authorizing the other person to attend and be counted toward the voting requirement. A proxy may also be granted to allow the proxy holder to vote on behalf of the absent owner.
The requirement for owner notice of board meetings in Oregon is that for meetings other than emergency meetings, notice of the meeting must be posted at least three days prior to the meeting. In Washington, the owner notice requirements are contained in association governing documents.
If the board meeting is characterized as an emergency, there are no owner notice requirements.
Secret ballot voting may be used in the Board’s discretion if the vote is particularly sensitive. In Oregon, it may also be used when at least 10% of the owners petition for secrecy procedures before the ballots are mailed out.
In general, the governing documents will prescribe the frequency of regularly-scheduled board meetings, but allow the board to established the exact time and place. The governing documents usually also provide that the time and place of a regularly-scheduled meeting can be changed, or a special meeting can be scheduled, by the chairman of the board (if any), the president, or a quorum of directors. Owners who are not directors or officers cannot call board meetings.
A special owner meeting can be convened by the board, the board president, a quorum of the board, or by any group consisting of at least a percentage of owners as determined in the governing documents.