As fall approaches, many community association managers and Boards of Directors begin preparations for what can be one of the more stressful times of the year in the community association world: annual membership meeting season. In an effort to make this annual meeting season a little easier for your community, we’ve compiled a list of some of the more common annual meeting terms and their plain English definitions in this handy “Cheat Sheet”:
Meeting Notice: The written notice sent to members before the annual meeting advising them of the date, time and place of the meeting. An association’s Bylaws generally contain specific requirements as to how many days before the meeting the notice must be sent, how the meeting notice must be sent, and what information the notice must contain in addition to the meeting date, time and place. If the Bylaws do not state any such requirements, the annual meeting notice must be sent at least 21 days prior to the annual meeting for associations subject to the Georgia Condominium Act (the “Condo Act”) or the Georgia Property Owners Association Act (the “POAA”); and for all other associations, at least 10 days, but no more than 60 days prior to the annual meeting (if notice is sent by other than first class or registered mail or statutory delivery, then it must be sent at least 30 days prior to the meeting).
Proxy: A written form given by a member who cannot attend a meeting authorizing another person (the “proxy-holder”) to attend and vote for the absent member. Unless the Bylaws or Articles of Incorporation prohibit or limit proxy voting, a member may vote by proxy, and proxies received from eligible members will be counted towards the quorum requirement. An association’s Bylaws may contain specific requirements as to the proxy form and who may serve as a proxy-holder. In the absence of such specific requirements, a proxy form is valid if it designates a person to be the proxy-holder and is signed by the member, either personally or by electronic transmission, and is received by the officer or agent of the association authorized to tabulate votes.
Quorum: The minimum number of member votes that must be present at the annual meeting in order to have a valid meeting. An association must have a quorum in order to hold the election of Board members and conduct any other business at its annual meeting. The quorum requirement is usually defined in an association’s Bylaws. If the Bylaws do not provide for a quorum, then quorum for those associations subject to the Condo Act and the POAA is more than one-third of the votes of the association, and for those homeowners associations not subject the Condo Act or the POAA, the default quorum is 10 percent of the votes of the Association pursuant to the Georgia Non-Profit Corporations Code (the “Code”). Unless the Bylaws provide otherwise, proxies will be counted towards the quorum requirement, so Boards can help to achieve quorum at an annual meeting by collecting proxies beforehand from members who cannot attend.
Meeting Minutes: Simply put, “meeting minutes” are the record of all official actions taken at a meeting. Georgia law requires that the association take minutes of all membership meetings and keep them as part of its corporate records. Generally, the Association’s Secretary takes the meeting minutes unless the Board has delegated the responsibility to a manager or other officer. The meeting minutes should not be an exhaustive transcript of everything said at the annual meeting. Rather, they should simply contain: (1) the meeting date, title, time and place; (2) the total number of votes present (in person or by proxy) and whether quorum was achieved; (3) the presence of a quorum and time the meeting was called to order; (4) notation as to approval of last year’s minutes; (5) list of any reports given at the meeting; (6) Concise description of actions taken by the membership at the meeting, including election of directors as well as any motions made and the results thereof; and (7) the time of adjournment. Meeting minutes are not official records until they are approved by the membership at its next meeting.