HOA Board Meetings and Their Breakdown

HOA board meetings are only one of several kinds of meetings an association holds, and each kind has its own purpose and rules. Most associations hold regular open board meetings, closed executive sessions for sensitive matters, an annual meeting of the members, and special or emergency meetings when something cannot wait. A typical board meeting then follows a set order, from the call to order through reports, old and new business, owner comments and adjournment. This article breaks down each type of meeting and each part of the agenda.

Meetings are not optional. Most HOAs are organized as nonprofit corporations, and state law and the governing documents require both the board and the members to meet. They are also where the board makes its decisions and where owners see how those decisions are made. A well-run meeting gets its business done and leaves people feeling that their time was used well.

The Types of HOA Meetings

The names vary a little from one association to the next, but most use these five.

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• Regular board meetings. The board’s working meeting, held on a set schedule to review the finances, hear reports, approve contracts and vote on association business. Only the directors vote, but in many states owners have a right to attend and to address the board, which is why these are often called open meetings.
• Executive session. A closed meeting, or a closed portion of a meeting, for the directors only. It is used when a legal issue, a homeowner’s finances or another sensitive matter is on the table. State law usually limits the topics that may be discussed in private. Some states also require the board to take its vote in open session, or to report afterward in general terms on what was covered, so check your state’s rule first. When there is a lot to cover, the board can hold a separate meeting entirely in executive session.
• The annual membership meeting. A meeting of the owners, not of the board. The owners are the ones who vote, most often to elect directors, and the board usually reports on the budget, the reserves and the year’s projects. The quorum is a share of the owners instead of a share of the directors, and the notice rules differ from those for board meetings. Our article on how to conduct effective HOA elections covers the voting.
• Special meetings. A board or membership meeting called between regular meetings to deal with a specific item, such as a time-sensitive contract or a proposed amendment to the governing documents. Your bylaws say who can call one, and business is normally limited to the purpose stated in the notice.
• Emergency meetings. A board meeting on short or no notice, for something that could not have been foreseen and cannot wait, such as storm damage or a burst water main. State law typically defines what counts as an emergency. A matter that is merely inconvenient does not qualify.

Hold the Right Number of HOA Board Meetings

Your governing documents, and in some states the law, set a minimum number of board meetings each year. The right number above that minimum depends on the size of the association and how much business it has. Small associations often meet quarterly, and larger ones commonly meet every month. Add a meeting only when there is an important, urgent issue. The goal is to cover everything necessary without holding so many meetings that people stop showing up.

Follow Your Quorum and Attendance Rules

No official business can be conducted without a quorum, which is the minimum number of people who must be present. For a board meeting, that is usually a majority of the directors. For a membership meeting, it is a percentage of the owners set in your governing documents. Check the exact numbers before each meeting. Giving plenty of advance notice helps, and our article on getting community members to HOA meetings has more ideas for raising turnout.

Your governing documents, together with state law, also determine who can take part. Homeowners can usually attend open board meetings and speak during a comment period, and the board can set reasonable limits, such as a few minutes for each speaker. Depending on the topic, other people may be allowed to attend without taking part. Examples are vendors, renters and relatives of homeowners.

The Parts of a Board Meeting Agenda

The agenda is the roadmap for the meeting. It tells directors and owners what will be covered and in what order, and it keeps the discussion on track, provided the chair sticks to it. Every decision the board expects to make should be listed. Using the same format from meeting to meeting avoids confusion. A typical agenda looks like this:

1. Call to order
2. Roll call, introductions and confirmation of a quorum
3. Approval of the minutes of the previous meeting
4. President’s or manager’s report
5. Treasurer’s or finance committee’s report
6. Other committee reports
7. Old business (items carried over from earlier meetings)
8. New business, with time for discussion, questions and a vote on each item being decided
9. Homeowner comments and announcements
10. Adjournment

Share the agenda before the meeting. In some states it must go out with the meeting notice, and the board may be barred from acting on anything that is not listed. Other supporting documents can be handed out at the door. A good rule of thumb is to keep an open meeting to about 90 minutes, and following the agenda keeps chatting and socializing from taking over. For help building an agenda, see the strategy behind a board meeting. For the chair’s job once the meeting starts, see how to run HOA board meetings smoothly.

Follow Parliamentary Procedure

Parliamentary procedure is the set of rules for how the meeting will run, so everyone knows the process before the discussion starts. There are a few different systems, and Robert’s Rules of Order is the one used most often. Check your bylaws, because some name the rules the association must follow. Robert’s Rules is detailed, down to the process for making a point of order, so most boards work from a simplified version built on a few basics:

• Only one person speaks at a time.
• A speaker must be recognized by the chair before speaking.
• Comments stick to the issue being considered.
• No verbal attacks and no cross-talk.

When a discussion heats up anyway, our article on managing conflict in HOA board meetings explains what the chair can do.

HOA Board Meetings in California

California associations follow the Common Interest Development Open Meeting Act (Civil Code sections 4900 to 4955), which sets specific rules for each kind of board meeting.

• Notice. The association must give at least four days’ notice of the time and place of a board meeting, and the notice must include the agenda. A meeting held only in executive session needs two days’ notice, and an emergency meeting needs none. If your governing documents require a longer period, follow it. A longer period applies to emergency or executive-session-only meetings only if the documents say so specifically (Civil Code section 4920).
• Emergency meetings. The president, or any two other directors, may call one when circumstances that could not reasonably have been foreseen need immediate attention and make the normal notice impracticable (section 4923).
• Open meetings. Any member may attend a board meeting, other than an executive session, and the board must let members speak within a reasonable time limit that it sets (section 4925). With narrow exceptions, the board may not discuss or act on an item that was not on the agenda (section 4930).
• Executive session. The closed-session topics are litigation, the formation of contracts with third parties, member discipline, personnel matters, an owner’s assessment payments or payment plan, and a decision whether to foreclose on a lien. Anything discussed must be noted in general terms in the minutes of the next open meeting (section 4935).
• Membership meetings. Director elections and certain other member votes must be held by secret ballot under separate election rules (section 5100). An incorporated association gives written notice of a members’ meeting no fewer than 10 and no more than 90 days ahead (Corporations Code section 7511). When the meeting includes a director election, the election timeline in Civil Code section 5115 controls in practice: ballots must go out at least 30 days before the voting deadline, after earlier notices.

Before You Call the Next Meeting

Before you schedule a meeting, settle four things: which type of meeting it is, how much notice that type requires, how many people make a quorum, and what will be on the agenda. You will find more on planning, running and voting at meetings in our board meetings section.

This article is general educational information, not legal advice. Laws vary by state and your association’s governing documents control many of these questions, so check with your association’s attorney or another qualified professional about your situation.