In this week's tip, we answer an HOAleader.com reader's detail-filled question. You can read the full question in the link, but the gist is that the board president changed meeting details without a board vote and that the president may not have provided
the secretary/treasurer enough information to properly notice a meeting. The secretary/treasurer believes the president is acting like a king and is considering boycotting the meeting as a form of protest.
Each of our experts zeroed in on a
different aspect of this reader's situation. But let's first address the issues related to noticing a meeting. According to our experts, in their states, it's likely the president has the authority to change the meeting site without a vote, and secretary/treasurer probably could have noticed the meeting with the information provided—at least as long as the governing documents didn't have specific provisions on those issues.
But overall, which officer is right here? Or are they both a bit wrong and dug in?
There are two prongs to this situation, explains Danielle Wang, of counsel at the law firm of Sands Anderson PC in Williamsburg and Richmond, Va., and the leader of its community associations team.
“One is what's the big deal about properly noticing a board meeting?” she asks. “The answer is that if you don't notice it right, did the meeting actually happen, and do decisions at that meeting actually constitute decision of the associations—which is a big deal if you're about to sign a contract.
“There's nothing in Virginia law that speaks to a vote on or meeting venue,” explains Wang. “Unless it's in your bylaws, the only reason you might want a venue meeting vote is for transparency and for promoting goodwill, which this board is lacking. On this board, it seems that nobody trusts each other, and everyone is confused.
“But what constitutes sufficient notice under Virginia law is the time, date, and place of the meeting,” she says. “Place can be broad. I'd assume if your notice says the meeting is in the public library and you're in a small, local library, that's OK. But if you're going to a university to meet and the university
has 300 rooms, that could be inadequate notice.