Commission on Common Ownership Communities
Meetings are the lifeblood of common ownership communities. Community business, everything from electing board members to planning social events, happens in meetings. Community meetings exemplify American democracy at its most fundamental level.
Whether your community is a condominium or homeowner association, Maryland laws set standards for conducting those meetings. Beyond those laws, there are practical issues to be considered when planning and holding common ownership community meetings. Sadly, the failure to observe those laws is one of the most common reasons given by community owners who file complaints with the Commission against the governing bodies of their communities.
What are the applicable laws?
Every Maryland condominium and homeowner association is bound either by the Maryland Condominium Act or the Maryland Homeowners Association Act.The most important provisions pertaining to meetings are found in Sections 11-109 and 11-109.1 of the Condominium Act and in Section 11B-111 of the Homeowners Association Act. Both Acts are part of the Real Property Article of the Maryland Code.
Unlike those two laws, the Maryland Cooperative Housing Corporation Act does not speak to the subject of meetings. That silence notwithstanding, boards of directors in cooperatives would be wise to consider the spirit embodied in both of the other laws and emulate them in their communities.
Are open meetings required?
There is continual tension between those who wish to limit meeting attendance to participants, and the non-participants who want to see what's being discussed.Intellectual arguments can be made for both points of view, but it really doesn't matter. In Maryland, as a matter of law and general public policy, all condominium and homeowner association meetings must be open to all the owners in the community except in certain specific circumstances. Those specific circumstances are quoted below from both of Acts, in reply to the question about Board Meetings.
In fact, when the Maryland General Assembly adopted the Open Meetings Act of 1977, it also applied this "open meetings" standard to itself, the Executive Branch of the State government, and to all the county and local governments in Maryland.The underlying premise of open meetings is that those who govern will act more prudently if they are being scrutinized by the governed.
What meetings are regulated?
Every condominium and homeowner association meeting is a meeting of the entire membership, or of the board of directors, or of a board-authorized committee.All these meetings must be open to every owner and reasonable notice must be given of when and where those meetings will be held.
What notice is required?
Reasonable notice of meetings allows owners a chance to attend. It recognizes that owners may need to reschedule other obligations if they wish to attend. Failure to provide reasonable notice effectively frustrates the intent of both Acts that all meetings be open to all owners.
The Maryland Condominium Act specifies that annual and special meetings of all owners "may not be held on less than 10 nor more than 90 days' written notice delivered or mailed to each unit owner at the address shown on the roster on the date of the notice."Beyond that requirement, the Condominium Act simply requires that notices for any other meetings satisfy the requirements in each condominium's bylaws.However, the lack of a specific notice requirement in the bylaws does not justify a failure to give reasonable notice. If in doubt, consult with a qualified attorney to learn what your community should do.
The Maryland Homeowners Association Act does not specify any notice requirements for community meetings.However, the community must follow its own governing documents, and the lack of a specific rule does not justify the failure to give reasonable notice.
Are all board meetings covered by the open meeting rules?
Both the Condominium and the Homeowners Association Acts refer to boards of directors as governing bodies.As such, the boards are required to hold open meetings.This rule applies to all planned gatherings of a majority of the board members, even for occasions ostensibly not connected with the community.
What are the exceptions to the open meeting rules?
The Condominium and Homeowner Association Acts specify certain situations when a board of directors may conduct business in closed or executive session. These are:
"Discussion of matters pertaining to employees and personnel;"
"Protection of the privacy or reputation of individuals in matters not related to the council of unit owners' business;"
"Consultation with legal counsel:"
"Consultation with staff personnel, consultants, attorneys, or other persons in connection with pending or possible litigations;"
"Investigative proceedings concerning possible or actual criminal misconduct;" and
"Complying with a specific constitutional, statutory, or judicially imposed requirement protecting particular proceedings or matters from public disclosure."
The Maryland Condominium Act also allows a closed meeting "On an individually recorded affirmative vote of the board members present, for some other exceptional reason so compelling as to override the general public policy in favor of open meetings."
The Maryland Homeowners Association Act also allows closed meetings:
"On the individually recorded affirmative vote of the board or committee members present, some other exceptional reason so compelling as to override the general public policy in favor of open meetingts;" and for
"Consideration of the terms or conditions of a business in the negotiation stage if the disclosure could adversely affect the economic interests of the homeowners
Does the open meetings rule apply to committees of the board?
Yes, the rule applies to all committees by the board of directors or its officers. The Condominium Act, Section 11-109(c)(6), states that "a meeting of a governing body shall be open and held at a time and location as provided in the notice or bylaws. § Section 11-101(i) defines "governing body" to include committees.
Section 11B-111(1) of the Homeowners Association Act also states that "...all meetings of the homeowners association, including meetings of ... a committee of the homeowners association, shall be open to all members of the homeowners association or their agents;".
Where should meetings be held?
The laws do not specify where meetings should be held. The Commission strongly recommends they be in neutral locations that are spacious enough to safely accommodate all who attend. Board and committee meetings can sometimes draw a crowd, and it is only reasonable and considerate to plan to accommodate everyone who attends.
If your community doesn't have a suitable facility, contact nearby schools, public libraries and churches. They will often have meeting spaces available for nonprofit groups like common ownership communities. Finally, don't assume everyone knows the location of an "off-site" meeting. Prepare written directions as well as a simple map for those who need them.
What about proxies and ballots?
With regards to annual elections, there are State and County laws regulating proxies and ballots and you can find more information in the FAQ section on "Condominium Elections."
Proxies and ballots are legal instruments that must be worded and handled properly to assure validity.Ask your community's attorney to review the forms and procedures of your community.
It's not uncommon for a board member to give his or her proxy to another board member to use at board meetings.Few question this practice, but it is quite often illegal or in violation of the governing documents, and can invalidate a board decision.Your community's attorney can tell you if that practice is legal in your community.
What are some techniques for running effective meetings?
Distribute important materials in advance.Nothing wastes time in meetings like passing around printed materials to read during the meeting itself.
Prepare and distribute an agenda. Agendas are essential, and the first item on every agenda should be a vote to approve the agenda.That's the time for anyone to move to add any other topic for discussion, subject to a majority vote in favor of the motion.
Use rules of order.Most governing documents require the use of some form of rules of order.The rules of order need not be terribly complicated.The Community Associations Institute has an excellent pamphlet of simplified rules of order that anyone can use after a few minutes of study.The important thing about using rules of order is to be reasonable and to apply the rules consistently.The chair is responsible for upholding the rules of order.This is much easier if the chair does not participate in the discussion of motions.(If the chair wishes to participate in a discussion, he or she should turn over control of the meeting to the vice chair until he or she finishes speaking.)However, not participating in the discussion doesn't prevent the chair from voting on the motions.
Take minutes. Minutes are crucial; they are the written record of the meeting's business.Many communities hire someone to take the minutes instead of relying on the Secretary, and this allows the Secretary to participate more fully in the meeting.Minutes do not have to include every comment.Many attorneys recommend that the minutes simply state the motion, who made it, who seconded it, and how each member voted.Your community's attorney can review its minutes and make suggestions for improvement.Draft minutes (not yet formally approved) are a "work in progress" and should not be available to owners until the draft has been approved by the board.
Recordings.The board of directors has a legal right to limit the audio and video taping of meetings.Many attorneys discourage keeping recordings.The Secretary may tape the meeting to aid in writing the minutes, but the tapes should be erased after the minutes have been approved.Members should not attempt to record a meeting without the permission of the board or committee involved, and in fact it is illegal to make a recording without the knowledge and consent of the participants in the meeting.
Can I speak at my association's meetings?
Yes. All association, committee, and open Board meetings must designate a reasonable amount of time for comments and questions from unit owners.(This does not apply if the association is still under the developer's control, however.)Speaking at other times is subject to the Board's discretion. The Board may set reasonable limitations on the right to speak at meetings.
Are minutes required?
Minutes are required by law (Sections 5-201 and 2-111 of the Corporations Article) and may also be required by the association's governing documents.