Its officially summer here in Arizona and that means that many people are leaving the Valley for cooler temperatures. It can be difficult to keep Board business going when so many people and Board members are away, but we have tips to make sure you can hold meetings and keep your association productive over the summer.
Many associations do not hold board meetings over the summer, but thanks to Zoom, Go To Meetings and other teleconference platforms associations can hold virtual meetings even when Board members are out of state. Holding regular board meetings allows the Board to remain productive and address issues that arise over the summer. We have several tips to help you hold a successful virtual board meeting:
Notice of Board Meetings: Notice of a board meeting must be provided to the owners at least forty-eight hours in advance of the meeting by newsletter, conspicuous posting or any other reasonable means as determined by the board of directors. The notice should include the date, time and a comment that there is not a physical Arizona location for an in-person meeting. In addition to satisfying the standard notice requirement for a board meeting, we would also recommend clearly explaining in the notice that the meeting will be held strictly via teleconferencing; providing instructions on options to attend via videoconferencing or conference call.
Owners/Members should be given the option to attend via computer, laptop, tablet or smartphone. Certain owners may not willing or able to attend via teleconference or conference call. In those cases, the board should make every effort to allow these owners to attend in person. If an owner/members object to having a teleconference or conference call, we recommend providing meeting minutes to the membership on an expedited basis after meetings. Also, the Zoom meetings can be taped as part of the Zoom technology and provided to residents as well.
Agenda: The board must make the agenda available to all those attending the meeting. In order to satisfy this requirement, we recommend including the agenda on the notice, and sending copies of the agenda via email to all owners who have email addresses on file with the association and having the agenda available to review on the Zoom teleconference. I
Member Participation: All members or designated representatives who wish to speak at a meeting can do so at the time deemed appropriate by the board. The board may place reasonable time restrictions on those persons speaking during the meeting but must permit a member or a member’s designated representative to speak once after the board has discussed a specific agenda item but before the board takes formal action on that item in addition to any other opportunities to speak. The board must provide for a reasonable number of persons to speak on each side of an issue.
This may be the most challenging requirement in a virtual meeting. Most videoconferencing software and conference call systems provide the moderator or call organizer the power to control which participants are able to speak at appropriate times. In order to avoid confusion and owners talking over one another, the board will need to take an organized approach to the member participation portion of the meeting. A homeowner forum could still be conducted at the beginning or end of the meeting with a 1 or 2 minute time limit per person. Another option may be to ask members to submit their comments in advance of the meeting, and then have the board read those comments on behalf of the owners at appropriate times. While we still recommend allowing members to comment during the meeting, advanced comments may at least streamline the process.
Closed/Executive Session: If the board has closed session business to discuss, we recommend that the board make an announcement at the end of the open session that it is going into closed/executive session, provide the statutory section that allows the board to go into closed/executive session, and then ask all non-board members to leave the teleconference or conference call. Please ensure that the moderator confirms that all non-board members have left the teleconference prior to discussing closed/executive session business (note: it may be difficult to determine if an owner has left a conference call). Alternately, a separate Zoom teleconference with a new log-in and password could also be started after the regular board meeting for just the board members. Reminder, prior to entering executive session, the board is required to announce what paragraph from A.R.S. Section 33-1804(a) and 33-1248(a) authorizes the board to close the meeting:
- Legal advice from an attorney for the board or the association. On final resolution of any matter for which the board received legal advice or that concerned pending or contemplated litigation, the board may disclose information about that matter in an open meeting except for matters that are required to remain confidential by the terms of a settlement agreement or judgment.
- Pending or contemplated litigation.
- Personal, health or financial information about an individual member of the association, an individual employee of the association or an individual employee of a contractor for the association, including records of the association directly related to the personal, health or financial information about an individual member of the association, an individual employee of the association or an individual employee of a contractor for the association.
- Matters relating to the job performance of, compensation of, health records of or specific complaints against an individual employee of the association or an individual employee of a contractor of the association who works under the direction of the association.
- Discussion of a member’s appeal of any violation cited or penalty imposed by the association except on request of the affected member that the meeting be held in an open session.
Meeting Minutes: The board should take meeting minutes just as it would during any other board meeting and, once approved, the open meeting minutes should be available for review of the members.
Tape of Meetings: Zoom allows meetings to be taped. As such a tape of meeting can be quickly distributed to owners after the meeting for those owners who are unable to attend the meeting.
If your board would like assistance with virtual meetings our firm can help run and moderate the meeting for you. Please contact our office if your board needs any assistance with a virtual meeting.