By John L. Finkelmann, MAGWV Legal
Effective board and member meetings are essential to the smooth operation of community associations. Well-run meetings promote transparency, encourage participation, and help boards make sound, defensible decisions. By understanding your governing documents, planning carefully, and following best practices during the meeting itself, associations can avoid common pitfalls and ensure meetings are productive rather than contentious.
Know Your Bylaws Before You Begin
Successful meetings begin with a thorough understanding of the association’s bylaws and governing documents. These documents typically address how meetings must be scheduled, including whether the annual meeting must occur on a specific date or within a defined range of dates, and whether historical practice aligns with those requirements. Notice requirements are also critical. While bylaws may specify a certain number of days’ notice, associations must also comply with the statutory requirement under the Michigan Nonprofit Corporation Act, which generally requires notice between 10 and 60 days before the meeting.
Quorum requirements are another essential consideration. Boards must know how many members are required to attend in person or by proxy in order to conduct business. If quorum is not met at the meeting, no official votes may be taken nor may any other business transacted.
Planning for Meetings of Members
Proper planning sets the tone for a successful meeting of members. Associations should prepare in advance by confirming they have a current list of members who are eligible to vote, keeping in mind that eligibility may change due to delinquencies. If someone attending the meeting is new, the association should confirm that proof of ownership has been provided. If a third party is attending on behalf of an owner, a valid proxy should be obtained and verified.
Before the meeting begins, the board should confirm proof that proper notice was given and formally establish whether a quorum is present. If quorum is not achieved, the association may still hold an informational meeting, but no actual business of the association, such as an election, may be conducted. Once these preliminary steps are complete, the meeting can proceed according to the agenda.
Holding the Meeting: Following a Clear Agenda
A well-structured agenda is key to keeping meetings orderly and efficient. Meetings typically begin with a call to order by the president or designated chairperson. Members are typically asked to approve the minutes from the previous meeting of members.
This is often followed by the election of directors, although elections may be scheduled for a later point in the meeting. The rules and procedure for any such elections be clear and well-defined. The Board may want to appoint uninterested election inspectors before the meeting to help streamline the process.
Officer reports usually follow, including brief updates from the president, secretary, and treasurer. Brevity is recommended to keep the meeting moving and to avoid unnecessary discussion. Committee reports may also be presented if applicable.
After reports, the agenda usually turns to old business, which involves discussion of any unfinished matters from the prior meeting. New business follows and may include announcements of upcoming events, discussion of new concerns affecting the community, review of new policies adopted by the board, or consideration of proposed amendments to governing documents that require member approval.
Open Forum and Adjournment
Many associations include an open forum toward the end of the meeting to allow members to voice concerns or offer suggestions. This portion of the meeting should not be used to debate ongoing conflicts or legal matters. Boards should clearly state that comments will be taken under advisement or that members should submit concerns in writing. Setting a firm time limit for each speaker, perhaps three minutes, helps keep the meeting manageable. Once all agenda items are complete, the chairperson formally adjourns the meeting.
Parliamentary Procedure
An association’s governing documents will often require the community to follow Robert’s Rules of Order or another parliamentary framework to maintain order during meetings. In some cases, having a designated parliamentarian can be helpful, particularly when meetings are contentious or complex.
Remote Meetings
Remote and hybrid meetings are increasingly common and are generally permitted unless explicitly prohibited by the association’s bylaws. Meeting notices must include clear instructions on how to join remotely and how members can access the list of eligible voters. Associations should ensure that participants enter their names when signing in, understand that remote participation counts toward quorum, and receive instructions for any third-party voting services being used. Remote and hybrid meetings require participant verification as to their membership, the ability of the remote attendees to fully participate, and a clear ability to record votes accurately. Boards should also be prepared to manage app features such as muting, unmuting, removing participants, and disabling group chat when necessary.
Member Votes Without a Meeting
Certain actions may be approved by members without holding a formal meeting, depending on the governing documents and applicable law. Examples include approving special assessments, amending governing documents, or authorizing court action if permitted. These procedures can be efficient but must be handled carefully to ensure compliance.
Board Meetings: Open, Closed, and Executive Sessions
Board meetings may be open or closed depending on the bylaws, as there is no statutory right for owners to attend board meetings in Michigan. Sensitive matters should always be discussed in closed executive session, including delinquencies, violations, and litigation. Associations should keep separate executive session minutes, which are typically not subject to inspection.
Similar to meetings of the Association, remote board meetings are permitted by statute unless explicitly prohibited by the bylaws, and remote participation counts toward quorum.
What the Board Votes On
Boards are responsible for a wide range of decisions. Financial decisions commonly include approving annual budgets, setting owner assessments or dues, authorizing expenditures above certain thresholds, selecting insurance policies, managing association accounts, and borrowing funds for major projects. Boards also make legal decisions related to collections, violations, and litigation, although governing documents may impose limits on certain decisions.
In addition, boards vote on rule and policy changes, such as adopting or amending rules related to parking, pets, or rentals. Boards may propose amendments to governing documents for member approval, adopt architectural guidelines, establish enforcement policies and fine schedules, and approve contracts with vendors for landscaping, maintenance, management, and capital projects.
Meeting Minutes and Caution with Transcribing and AI Tools
Boards are required by law to keep minutes of their meetings, and doing so properly is a fundamental aspect of good corporate governance. Minutes should focus on decisions, motions, and votes—not detailed discussions or commentary. Properly drafted minutes demonstrate that issues were addressed without creating unnecessary risk. Boards should avoid overly detailed minutes and should be aware that these minutes will likely be reviewed and could be relied upon in legal proceedings.
While transcription services and AI-generated meeting summaries can be useful, boards should exercise caution. Recordings and transcripts are considered documents and may be subject to discovery in litigation. AI tools can assist with summarizing meetings and identifying action items, but their use should be limited to supporting the preparation of minutes. Verbatim transcripts or recordings should be deleted after use, and associations should consider adopting a policy governing what is recorded, how long records are retained, and who has access to them.
Conserving Time and Improving Efficiency
To make the best use of everyone’s time, boards should consider what materials can be reviewed in advance of the meeting and what questions can be directed to management or legal counsel beforehand. Meetings should start on time, with a clear goal for duration, such as 60 minutes. Officer reports should be kept brief, and discussions should stay focused on agenda items. Non-urgent matters that cannot be addressed should be carried over to the next meeting. Boards should also consider whether a meeting is truly necessary or whether action can be taken without one.
Board Action Without a Meeting
In many cases, boards may take action without holding a meeting through written consent. Unanimous written consent is generally permitted unless prohibited by the articles of incorporation or bylaws. Some bylaws also allow action by majority written consent, including electronic transmission, provided the requisite majority approves. This can be an effective tool when time-sensitive decisions are required.
Reprinted with permission from MAGWV, PLLC – Condominium & HOA Lawyers, Michigan
