Annual meeting season is almost upon us. As directors and managers begin planning for their annual meetings, it is good to have a refresher on some of the common questions that arise every annual meeting season.
Can We Email All the Meeting Notices?
In this day and age, many boards want to cut down on mailing costs by emailing the annual meeting notice or by sending out an email blast notice to its residents. This is proper only if the governing documents for the community allow for notices to be sent electronically. Most bylaws do not allow for electronic notices, so it is imperative for a board to check before emailing notices.
Who Receives Notice?
Another source of confusion for boards is the question of who is entitled to receive notice and to attend the annual meeting. Even if the governing documents for a community provide for the suspension of the right to vote for delinquent owners, delinquent owners are usually entitled to notice of the meeting, and are also usually entitled to attend the meeting.
Can Delinquent Owners Serve As Proxy Holders?
Unless the governing documents for the association provide otherwise, a delinquent owner can also serve as a proxy-holder for the meeting. A proxy is a document appointing someone else to act on behalf of a member owner at the meeting. The law allows proxies to be used for all meetings unless prohibited or limited by the association’s bylaws. Also, the proxy-holder can usually be anyone—another owner, a non-owner, a delinquent owner, someone in violation of the covenants, or even a renter. The proxy-holder has the same rights or limitations as the absent member. This means that even if a delinquent owner can’t vote for himself or herself, he or she can still serve as a proxy and vote for a member in good standing.
How Many Proxies Can One Owner Bring To a Meeting?
Unless the association documents provide for a limit on the number of proxies any one owner can bring to a meeting, a proxy-holder can serve as the proxy for any number of owners.
What Happens If We Don’t Get a Quorum?
At the annual meeting, the election of new directors cannot take place if the association does not establish quorum. Quorum for the meeting, which is typically established by the association’s bylaws, is the minimum number of members that must be present in person or by proxy in order for business to be conducted at the meeting. If the association is unable to obtain quorum for the meeting, then, unless the bylaws require otherwise, the law does not require the board to try to hold additional annual meetings that year after not obtaining a quorum. This means that the current directors stay in place until their successors can be elected.
Can We Do Online Voting?
Many boards are now looking to conduct elections electronically through a website. If the association’s bylaws allow for action outside of a meeting, it may be possible for the association to hold an electronic vote. However, any association looking to do so should consult with an attorney to ensure that its bylaws will allow for it and that the electronic vote and notice are properly prepared.
Who Can Run for the Board?
The qualifications for directors will be governed by an association’s bylaws. If the bylaws are silent on the qualifications for a director, the only requirement under Georgia law is that a director must be at least 18 years old. Most bylaws for associations will require that a person must be a unit owner, or the spouse or domestic partner of an owner to be eligible to run for the board. Another common requirement is that the owner must reside in the community to run for the board. A question that often arises is whether or not an owner who is delinquent in the payment of assessments may run for the board. Again, this will be determined by the bylaws for the association; however, in general, very few bylaws prohibit delinquent owners from running for the board. It is more common for bylaws to allow for the removal of a delinquent director from the board. In other words, it is not uncommon for a community’s bylaws to allow for a delinquent owner to run for the board, but not to serve on the board if elected. Even though annual meetings can be fairly routine, it is important to be aware of the common pitfalls and to be thoroughly prepared by understanding the limits of the law and the association’s governing documents.