How to Sort Out the Legal Requirements for the Various Types of Association Meetings
Since the early 1990s, community associations in New Jersey have been legally required to operate “in the sunshine” by virtue of amendments to the Condominium Act, the Planned Real Estate Development Full Disclosure Act (PREDFA), and regulations promulgated by the Department of Community Affairs. Many board members are still confused about the types of meetings that associations conduct as well as the characteristics and legal requirements of each. This blog is about the different types of meetings. In future blogs, the legal requirements for notice of meetings and proper meeting minutes will be discussed.
It is important initially to distinguish board meetings from membership meetings. Membership meetings are those meetings authorized or required by the governing documents at which the unit owners or homeowners are the decision-makers. The most obvious example of a membership meeting is the annual meeting, where the members decide who will be elected to the board of trustees/directors. Meetings where owners vote on a proposed by-law amendment or the approval of a capital improvement project are other actions taken at membership meetings. The governing documents generally specify the issues for which owner approval is necessary. In some associations, the annual meeting is the only required membership meeting, but most documents also provide for special meetings of the members to be called by the board or by petition of the members to deal with specific issues. Because meetings of the members are “open” by definition, community association open meetings laws do not address membership meetings but rather concern meetings of the governing board.
Board meetings are those at which the decision-making body is the board of directors or trustees. Just as the governing documents define those questions or decisions reserved to the members, they define the authority of the board to act as well. For example, the authority to make rules, enter into contracts, hire employees, and determine the annual assessment generally is granted to the board by the master deed (or the declaration) and by-laws.
There are three basic types of board meetings: (1) business (open) meetings; (2) work sessions; and (3) executive (closed) sessions. Each type of meeting may be “regular” (periodic and regularly scheduled) or “special” (called when there is a special need or emergency between regular meetings).