With the passage of HB 320 (see Jim Slaughter’s article:  Bill Adopted to Allow Electronic Membership Meetings and Voting in North Carolina Associations) we are seeing more communities opting to conduct electronic membership meetings to encourage greater participation and community interest in these meetings. Our attorneys collectively—and particularly our two Certified Professional Parliamentarians, Jim Slaughter and Michael Taliercio—have participated in more virtual meetings than anyone, and we find that having good meeting rules in place before the meeting takes place is key to a successful outcome. Although it usually is not necessary to tailor rules for each individual meeting an … Continue reading →

As a follow-up to last week’s Community Association Legislative Update (Bill Adopted to Allow Electronic Membership Meetings and Voting in North Carolina Associations), Governor Roy Cooper signed HB 320 (“Modernize Remote Business Access”) yesterday, September 20. The law takes effect effect immediately. NC homeowner and condominium associations (as well as other nonprofit associations) can now choose to hold virtual member meetings or make decisions without a meeting through written or electronic balloting or electronic voting, so long as certain requirements are met. The new law applies to any member meetings noticed as of today. In addition, remote member meetings noticed and held … Continue reading →

NC Community Association Legislative Update – September 15, 2021 Community association (HOA and condo) boards have long been permitted to meet virtually by phone or videoconference, but the ability to hold membership meetings electronically ended with the expiration of the Governor’s Executive Order this spring. Since that time, while members can certainly meet virtually as an informal “town hall” and then vote afterwards by written ballot, it has not been possible to hold virtual membership meetings. And even under the Governor’s prior Executive Order, members could not vote during virtual meetings. That’s all changing with the adoption today of legislation … Continue reading →

We were recently asked whether bylaws amendments should be filed with the local Register of Deeds. The answer, like many things community association related, depends. Condo bylaws in North Carolina are almost always filed with the Register of Deeds, but not HOA bylaws. The difference is due to initial bylaws for condos being recorded with the declaration, and then amendments need to show up in the public record. If HOA bylaws are filed (but should not be), amendments also need to be unless a later amendment makes clear (as we have sometimes done for associations) that subsequent amendments will not … Continue reading →

Like many things association related, the answer can vary by state and by association. That’s because some state statutes or governing documents define majority differently (“a majority of the entire membership” or “a majority of members present”). But if you’re just talking about “majority,” then under Robert’s Rules of Order Newly Revised (12th Edition) that is “more than half” (NOT “half plus one” or some other language that can give you the wrong number). When used without qualification, a majority vote means “more than half of the votes cast by persons entitled to vote, excluding blanks or abstentions, at a regular or … Continue reading →

The NC Executive Order allowing electronic membership meetings (Executive Order #198) was set to expire today, Monday, May 10. That Order has now been extended by Executive Order #212 through Tuesday, June 1, 2021. As a result, nonprofit membership meetings may continue to be held virtually so long as certain conditions are met. Such a process is likely needed by some larger associations a bit longer, as a different Executive Order (EO #209) still caps the maximum number of people for indoor gatherings at 100 and for outdoor gatherings at 200 “at the same time in a single confined indoor or outdoor … Continue reading →

Now that North Carolina allows larger in-person gatherings (see NC Easing Covid Restrictions), many of our homeowner and condominium associations are wondering if it is time to restart in-person membership meetings. Here are questions and answers to some of the most frequently asked questions about meetings that we’ve received. Can HOA/condo associations begin holding in-person membership meetings again? Perhaps. There are two aspects to the question: (1) CAN the association membership meeting be held in person?, and (2) SHOULD the association membership meeting be held in person? As with other state Executive Orders, the question of whether members can gather … Continue reading →

Community association leaders and managers have been asking if the Governor would extend the ability to hold electronic membership meetings beyond March 1. The answer as of today is “yes.” On December 31, 2020, Governor Cooper issued Executive Order #185 entitled Extending Prior Executive Orders on Remote Shareholder and Nonprofit Meetings During the COVID-10 State of Emergency. EO #185 extended earlier orders allowing for nonprofit membership meetings to meet virtually so long as certain conditions are met. However, Executive Order #185 had a expiration date of this coming Monday, March 1. A separate Executive Order #195 was issued this past … Continue reading →

The Governor’s latest Executive Order, EO No. 195 issued this week, really isn’t about nonprofit corporations or homeowner and condominium associations. The Executive Order is instead aimed at easing COVID-19 restrictions on businesses, including restaurants and bars. However, there is one section that may be of interest to North Carolina HOAs and condos. For many months now, North Carolina’s pandemic gathering restrictions have limited indoor meeting attendance to 10 and outdoor meeting attendance to 25 “at the same time in a single confined indoor or outdoor space.” Executive Order #195 increases these in-person attendance caps to 25 for indoor meetings … Continue reading →

We’ve recently been asked if there should be minutes of a North Carolina association membership meeting held virtually pursuant to the Governor‘s temporary Executive Order. The short and best answer is “yes.” Why? Most all North Carolina homeowner and condominium associations are incorporated nonprofits. The NC Nonprofit Corporation Act provides that “minutes of all membership meetings” are one of the records a nonprofit corporation “shall keep.” Robert’s Rules of Order Newly Revised (12th Edition), the default statutory parliamentary authority for NC community associations, also provides that minutes should be kept of an annual meeting. The temporary Executive Order that allows … Continue reading →

[NOTE: This article follows-up Lessons Learned from Large Virtual Conventions, Representative Assemblies, and House of Delegate Meetings, which examined the practical and procedural aspects of large online meetings.] At this point, the genie of virtual meetings is out of the bottle. And likely not to go back in. While it was inevitable that electronic meetings would become more commonplace, the pandemic has instantly made everyone fairly expert at Zoom, GotoMeeting, Microsoft Teams, and other virtual platforms. There is clear benefit to online collaboration, particularly with smaller meetings. Boards of 10 to 25 (or possibly more) can sometimes meet online much … Continue reading →

During the COVID-19 pandemic, virtual meetings such as Zoom and GoToMeetings have been invaluable for allowing people to interact face-to-face online. However, as helpful as virtual meetings can be for smaller groups, large gatherings of hundreds or more pose different problems. That’s particularly the case for very large conventions, representative assemblies, houses of delegates, and governing councils. Such meetings are more complicated when held online because of the number of delegates and usual types of business (credentials, rules, bylaws amendments, large budgets, legislative programs, resolutions, numerous new business items). In addition, such meetings typically see more motions (amend, refer, close … Continue reading →

Membership meetings of North Carolina nonprofit corporations, including homeowner and condominium associations, can continue to be held virtually/electronically for at least the next 60 days. Since September 1, North Carolina’s Phase 2.5 (now 3.0) restrictions have limited indoor meeting attendance to 25 and outdoor attendance to 50 “at the same time in a single confined indoor or outdoor space, such as an auditorium, stadium, arena, or meeting hall.” Such requirements should be taken into account when planning any association in-person membership or board meeting. Executive Order #136 issued by the Governor on April 24, 2020, allowed for nonprofit membership meetings … Continue reading →

Membership meetings of North Carolina nonprofits, including homeowner and condominium associations, can continue to be held virtually/electronically for at least the next 60 days. Since May 20, North Carolina Phase 2 restrictions have limited indoor meeting attendance to 10 and outdoor attendance to 25, which makes it rather hard to hold an in-person association membership meeting. (It can be done, it just requires certain physical arrangements, numerous proxies, or both.) Executive Order #136 issued by the Governor on April 24, 2020, allowed for nonprofit membership meetings to be held virtually under certain conditions. That Executive Order expired on June 23, … Continue reading →