THE DREADED ANNUAL MEETING. You know—the one that cuts into your Tuesday night bridge game or Saturday morning golf outing, that involves some sort of hotly contested board election, and that lasts so long you’re sure it will never end? Unfortunately, we’re all familiar with that meeting. Good news: An annual meeting doesn’t have to be a drag. With a little planning, it can be a successful, smooth event that’s time well spent for community association board members, residents, managers, and business partners. Here’s how.
Do your research. Take out your calendar (or open the calendar app on your phone), and highlight the date six months ahead of the annual meeting. Get out the association bylaws and read them at that time. Make a note of any provisions that mention board elections, annual reports, or the annual meeting, including any sections on providing notice, proxies, nominations, and votes. Reviewing the bylaws is a simple task and can help you avoid a number of problems.
Line up the board candidates. Board nominations often are one of the first pre-meeting tasks. If your bylaws provide for a nominating committee, make sure you form it early so that members have sufficient time to receive suggestions, interview candidates, seek additional nominations if necessary, and report a slate to owners.
These committee members must be acutely aware of officer and board member qualifications. They also should be told the following, provided the bylaws don’t say otherwise:
• Their service on the committee doesn’t preclude them from seeking a nomination themselves.
• They may nominate more than one candidate for each office.
• They should contact each prospective nominee and ensure that the person will accept the office if elected.
• They should make a timely report to owners.
• The committee will be dissolved when it provides the report, as long as none of the nominees withdraws before the election.
If your bylaws don’t provide for a nominating committee, they should outline the process by which association members become board candidates. Either way, well ahead of the scheduled election, make sure your association addresses or makes note of the following:
• board member qualifications
• the remaining terms of current board members and number of open positions
• board members who plan to resign in the short term
• timing for and methods of declaring intentions to run for a board position
• the process for publishing candidate qualifications and bios
• rules for candidates’ soliciting votes
Tidy the membership list. Figure out which members are delinquent on assessments or have violated covenants or governing documents. Do the bylaws allow you to bar these members from voting? If so, you’ll want to let them know that their right to vote is (or may be) suspended and provide them with sufficient time for hearings and resolving matters. Waiting until meeting check-in to tell a member that he or she cannot vote never goes over well. Tidying up the membership list also will help with proxy distribution.
Provide notice. This is another relatively simple step, but insufficient notice is more common than you might expect. Generally, the notice should give the time, date, place, and location of the meeting. Depending on your bylaws and your election process, you also may need (or want) to include the slate of board candidates and their qualifications.
Many associations send the notice by snail mail to a member’s last known address. Electronic notification may be fine too as long as a member has agreed to receive notice in this manner.
Finally, you want new owners to know if and when they are entitled to vote. Be sure to verify the cutoff date for annual meeting participation. If the documents are silent, consider setting a date.
Think about logistics. How do you want the meeting to look, feel, and progress—from check-in and seating to flow of reports and elections?
The check-in process should allow volunteers or staff members to easily review members’ assessment status, credentials for attendance, and proxy forms. The meeting room should have sufficient seating and good acoustics. If you’re in a large space, place one microphone at the front for the presiding officer and another in the audience for members to use at appropriate times.
I often recommend serving lunch or dinner during the meeting. Doing so will allow you to deal with association business, provide members an opportunity to socialize, and could encourage more attendance than you might have otherwise. Often, the meal provides a well-timed break to count ballots and diffuse any tension. For example, if your meeting is on a Saturday, you could start checkin at 10:30 and the meeting at 11 am. Board, committee, and management reports and the election could be handled before a noon lunch break. After lunch, the members could briefly gather to hear the results and adjourn. As long as your association doesn’t have any unusual agenda items, meetings structured in this manner generally last around three hours.
RUNNING THE MEETING
Start with a good agenda. Avoid the temptation to simply whip out last year’s agenda and change the date at the top. Instead, take time to consider the business that must take place and then essential information that members must hear in person from the board or manager.
In my experience, there’s way too much talking at annual meetings. Often, this results from presenting reports that could just as easily be provided in writing for members to read on their own time. Rather than giving every committee or task force unlimited time to update the members, ask these groups to submit their reports in writing two weeks ahead of the meeting so they can be distributed to everyone as they come in the door. If you keep reports to a minimum—maybe only the president, treasurer, and manager—your meetings will be significantly shorter. Members are much more likely to attend if they know they can count on a meeting where only essential matters will be presented.
Organize an efficient and orderly election. Board elections often are contentious and touchy, but that doesn’t necessarily spell mayhem for the meeting. Even an election that has combative factions can run smoothly.
Your governing documents and state law may dictate whether and how the association can use proxies. Consider the type of proxy that’s most efficient for your community. Often associations draft proxies that give the holder only the right to cast a vote for a specific candidate. This works fine on the first ballot but becomes problematic if second and third ballots are needed to determine a winner, and the proxy holder can no longer vote because the candidate specified in the proxy is no longer in the running. A better approach is to draft a proxy that gives the holder freedom to cast any permissible vote at the meeting.
Unless your bylaws or other governing documents require otherwise, allowing members to cast a ballot as they check in tends to work well and save time. Just make sure you leave the polls open for the first portion of the meeting and, before you close them, ask if any member objects.
Finally, consider hiring an accounting or law firm or some other credible, independent person or group to oversee the election and tally the ballots. Doing so will relieve volunteers or managers of this responsibility and is more likely to ensure—or at least give the appearance of—impartiality.
Forming a meaningful members' forum. Association documents typically don’t require a members’ forum, but many communities schedule one immediately before an annual meeting’s regular business begins or after concluding the planned agenda items. A forum provides a fair and efficient method for hearing owners’ comments and concerns.
As members check in to the meeting, ask if they would like to participate in the open forum and give them a list of “speaker responsibilities” to ensure the conversation is productive and efficient (See the sample sign-up sheet below).
Even if a board can’t do anything at that time about a problem an owner presents, it can agree to research the matter and consider placing an agenda item addressing it at a future meeting. Allowing owners to air concerns is much better than simply letting problems fester and appear the following year via a contentious election.
I like to place the forum after regular business concludes. The association’s regular business, election results, or conversations with other members may give owners who have complaints an opportunity to cool off before they speak. It also requires members to speak in front of a group that is ready to get on with its evening or day and generally isn’t afraid of making that clear. In addition, it allows members to participate in the critical elements of the meeting and then leave early if they so desire.
Carefully consider how you structure the forum. I recommend the board sits at a table at the front of the room, and speakers come to the front and face the board while they speak. The board is the entity empowered to make changes, so speaking directly to it, rather than the members, makes the most sense.
I also like designating an impartial individual, perhaps the parliamentarian or legal counsel, to enforce forum rules. The individual should stand at the front of the group, introduce the forum by reviewing the rules, state the names of the individuals who have signed the list, and call each person forward. He or she can keep track of the time and announce when it has expired. If a speaker gets off topic or is inappropriate, the forum leader can ask the individual to keep remarks courteous and substantive.
EVALUATING THE MEETING
Board members and managers usually are glad to complete an annual meeting productively.
Needless to say, few will be interested in any sort of post-meeting evaluation. But taking even 15 minutes to discuss what worked and what didn’t is extremely helpful long term. There’s no need to make it complicated. Simply engage in a brief discussion with your colleagues and make some notes about how next year’s meeting might be improved.
Annual meetings may never be free from controversial issues and misinformed members, but they can be enjoyable and efficient. With a little advance planning and implementation of a few key parameters, they can be events that members want to attend and where essential business is transacted smoothly and effectively. Start planning now. And count on success!
Sarah E. Merkle is an attorney and professional parliamentarian with Bradley Arant Boult Cummings in Birmingham, Ala. SMerkle@bradley.com.
Resources | Meetings & Elections: How Community Associations Exercise Democracy. By P. Michael Nagle, Esq. Members: $12. www.caionline.org/shop
Reprinted with permission from the November/December 2016 issue of Common Ground ™ magazine, the flagship publication of Community Associations Institute (CAI). www.caionline.org