Meetings of Directors - Article VI

Plain English

Overview:

Article VI outlines the procedures for the Board of Directors' meetings, including when and how regular and special meetings are held, notice requirements, and the quorum needed for making decisions. Understanding this article is essential for both board members and association members to grasp how the board operates and makes decisions affecting the community.

Section 1. Regular Meetings

Frequency:

• • The Board of Directors holds regular meetings monthly.

Notice Requirements:

• • No formal notice is required for regular meetings.

Scheduling:

• • The time and place of the meetings are set by a resolution of the Board and may change as determined by the board.

  • If a regular meeting falls on a legal holiday, it is rescheduled to the next non-holiday day at the same time.

Implications:

• For Board Members:

  • Must be aware of the regular meeting schedule and any changes made by board resolutions.

  • Expected to attend monthly meetings without needing additional notice.

• For Association Members:

  • Regular meetings are predictable, occurring monthly.

  • Members interested in board activities can inquire about meeting times and may attend.

Section 2. Special Meetings

Calling a Special Meeting:

• • Can be called by the President of the Association or any two directors.

Notice Requirements:

• • Requires at least three (3) days' notice to each director before the meeting.

Purpose:

• • Held to address urgent or specific issues that need attention before the next regular meeting.

Implications:

• For Board Members:

  • Must be responsive to notices for special meetings.

  • Should be prepared to discuss specific issues requiring immediate attention.

• For Association Members:

  • Special meetings may involve decisions that impact the community.

  • Outcomes may be communicated to members, especially if significant changes are made.

Section 3. Quorum

Definition of Quorum:

• • A majority of the directors (at least 3 out of 5) is needed to conduct official business.

Decision-Making:

• • Any decision made by a majority of directors present at a meeting with a quorum is considered an official act of the Board.

Implications:

• For Board Members:

  • Attendance is crucial to meet quorum requirements.

  • Decisions require majority agreement among those present when a quorum is met.

• For Association Members:

  • Ensures that board decisions are made with sufficient participation.

  • Recognizes the importance of board member attendance for effective governance.

Relevant Processes for the Board

Scheduling Regular Meetings

Set Meeting Schedule:

• • Establish and record the monthly meeting schedule through a formal board resolution.

  • Determine the regular meeting location and time.

Adjust for Holidays:

• • Monitor upcoming dates for legal holidays.

  • Reschedule any meeting that falls on a legal holiday to the next available non-holiday date at the same time.

Communicate Changes:

• • Inform all board members promptly of any changes to meeting times or locations.

  • Update any official calendars or records to reflect changes.

Conducting Special Meetings

Initiate Meeting:

• • The President or any two directors can call a special meeting when necessary.

Provide Notice:

• • Send written or electronic notice to each director at least three days in advance.

  • Include the date, time, location, and purpose of the meeting in the notice.

Document Notices:

• • Keep records of when and how notices were sent to ensure compliance.

Prepare Agenda:

• • Outline specific issues to be addressed to allow directors to prepare adequately.

Ensuring Quorum for Meetings

Confirm Attendance:

• • Reach out to directors ahead of meetings to confirm attendance.

  • If a quorum is unlikely, consider rescheduling to ensure decisions can be made.

Record Quorum:

• • At the start of each meeting, officially note whether a quorum is present.

Proceeding Without Quorum:

• • If no quorum, conduct discussions but defer any decisions until a quorum can be met.

Decision-Making Process

Voting:

• • Decisions are made by majority vote among directors present when a quorum exists.

Recording Decisions:

• • Document all decisions, votes, and actions in the meeting minutes.

  • Ensure transparency and accountability for decisions made.

Communication with Association Members

Transparency:

• • While not required, consider sharing meeting agendas and minutes with members to promote transparency.

Member Input:

• • Establish policies for member attendance at meetings if appropriate.

  • Provide opportunities for members to present concerns or suggestions.

Record-Keeping

Minutes:

• • Keep accurate and detailed minutes of all meetings, including attendance, discussions, decisions, and votes.

Resolutions:

• • Document any resolutions passed, especially those altering meeting schedules or procedures.

Accessibility:

• • Maintain records in an organized manner, accessible to board members and, where appropriate, association members.

Compliance and Training

Bylaws Adherence:

• • Ensure all meeting procedures comply with the association's bylaws and governing documents.

Training:

• • Provide orientation or training for new directors on meeting protocols and legal obligations.

Key Takeaways

Regular Meetings:

• • Held monthly without the need for additional notice.

  • Time and place are determined by the board and can change via resolution.

  • Rescheduled if they fall on a legal holiday.

Special Meetings:

• • Can be called by the President or any two directors.

  • Require at least three days' notice to all directors.

  • Used to address urgent matters needing prompt attention.

Quorum and Decision-Making:

• • A majority of directors (at least three) is required to conduct business.

  • Decisions made by the majority during a quorum are official and binding.

Board Responsibilities:

• • Must ensure meetings are properly scheduled, noticed, and conducted per the bylaws.

  • Required to maintain accurate records of meetings and decisions.

  • Responsible for fostering transparency and good governance practices.

Member Awareness:

• • While members may not be directly involved in board meetings, understanding the process helps them stay informed about how decisions are made.

  • Encourages trust in the board's governance of the association.