Many communities have questions about whether and how to conduct annual meetings in light of the COVID-19 virus. Especially given the ban on gatherings and closures of schools. Communities need to balance the need to conduct Association business against protecting the health and safety of their members.
Before discussing some options, remember that the general information below is just that; general information. We cannot give legal advice to non-clients, and in order to do so, we would need to review your governing documents. If you have questions specific to your community, feel free to contact our office. This is not legal advice specific to your circumstances.
For most associations, conducting annual meetings by phone, videoconference (i.e., Zoom), or other electronic means is probably fine. Even if your documents do not specifically authorize “virtual” meetings, the risk in conducting one is low. If all members of the community can hear all of the meeting, and have a way to participate (comment and vote), you have met the primary goal of the meeting. The primary measure of any board decision is whether it is reasonable and made in good faith. Given the unprecedented health crisis, postponing meetings and conducting them virtually are reasonable decisions.
Some associations have a requirement in their governing documents that the annual meeting must occur within the first quarter of the calendar year, but postponing in response to a public crisis such as the one we are experiencing now is unlikely to result in significant risk to the Association.
If you meet by conference call, or delay your meeting, the risk is likely limited to a few owners being upset over the failure to “follow proper procedures.” In both cases, there is no “injury” to the association or the owners from the failure to comply, and the remedy is to hold a meeting. Owners can call for a special meeting as provided in their governing documents. If you miss your scheduled date, the board members continue to serve until you can have the meeting or an election by mail. You can distribute financials and reports by mail or electronically. If you conduct a meeting electronically and that decision is challenged, you simply hold another meeting to ratify or “redo” all of the business.
Although most of the Washington State Uniform Common Interest Ownership Act (WUCIOA) is not binding on pre-existing Associations, it specifically provides for annual meetings to be conducted by phone or video conference, and can guide us on what a court would consider reasonable if an owner were to challenge the board’s decision.
WUCIOA provides that a “virtual” meeting must be conducted in real time and must offer members an opportunity to participate fully (i.e., vote if you are holding an election, make a motion from the floor, etc.). It isn’t enough for owners to be able to hear; they need to be able to comment, too.
The way to establish quorum at a “virtual” meeting is much the same as you would do in person if you didn’t use a sign-in sheet: track those “present” by proxies received, and do a roll call to establish who else is there (using their unit or address or whatever means you generally use to track owners). Once you determine whether you have a quorum you can determine whether to proceed.
If your only business is ratifying the budget, you don’t need a quorum, and we recommend that you have a combined physical meeting and conference call, so that a delinquent owner cannot use that technicality to avoid payment. You can inform owners that they can object by using proxies or by participating by phone, but if they accept the board’s budget, they need not attend.
If you have other business to vote on at the meeting, such as approval of prior year’s minutes, board elections, etc., you can handle voting by first calling for a verbal vote (all in favor say “yes,” all opposed say “no”). If the verbal vote leaves you unsure of the outcome, then you do a roll call vote.
Many communities allow for elections by mail. If you believe that would be better for any reason than a roll call vote, you can opt not to hold the election at the meeting and vote by mail after the meeting (using the prescribed process in your governing documents).
Some communities are also choosing to proceed with meetings as scheduled if they don’t have huge numbers expected to attend and/or their meeting rooms are large enough to provide for social distancing in a group setting. Some are moving their meetings to outdoor venues where the virus is less likely to spread.
If you would like us to draft a memo covering what your community’s governing documents and governing statutes require, and your specific options for handling annual meetings in light of COVID-19, we can probably help you. Please contact us at info@condolaw.net with your questions.
