All nonprofit corporations are required to hold an annual meeting each year.
As an association is preparing for its annual meeting, it should make sure
that it knows the answers to all of the following questions:
- Does the annual meeting have to be held on a certain date?
- Which members are entitled to notice and/or entitled to vote?
- When must notice of the annual meeting be given, and how must such notice be given?
- Must a member be in good standing to vote?
- What is the quorum requirement for the annual meeting?
- Is cumulative required or allowed, and, if so, what does that mean?
- What items of business must be on the agenda?
- What matters must be part of the meeting?
- Must certain documents be included with the notice of the annual
meeting and/or be provided at the annual meeting?
- Do the governing documents require the election of directors to be
held in a certain manner?
- Is a nominating committee required? If so, who appoints the members and when?
- How many members need to be on the board?
- What is the length of term of the board members?
- Are board members elected to staggered terms?
- If board members have been appointed, when do their terms expire?
- Do board members need to be members of the association?
- Are members of the architectural committee elected or appointed, and if elected, who elects them?
- Are nominations from the floor allowed?
- Does there have to be a secret ballot?
The answers to these questions will vary, depending on the association’s governing documents. However, the answers should be available, through a review of the association’s governing documents and applicable law. If the association fails to hold a proper and legal annual meeting, it creates a situation where an owner could challenge the holding of the meeting (which could lead to having to hold a second meeting) or the actions of the board (if the board was improperly elected).