Common Misconceptions for HOA or Condo Board Members

Michael Taliercio

Do you serve on the Board of Directors of a Community Association?  If so, here are some common misconceptions that can cause problems for many boards—

Meeting Minutes. Does your board keep minutes of its meetings?  If not, then your board should.  Second, your board meeting minutes should be a record of what was done at the meeting, not what was said.  There is no need to record everything that is said.  Instead, simply record actions that were taken by the board (i.e. approved budget, approved new landscaping contract, etc.)

Quorum.  Quorum is the minimum required number of directors that are required to be present to hold a valid board meeting.  Does your board only have meetings when everyone can attend?  That is likely not required to have a valid board meeting.  Probably only a majority of directors are needed.  North Carolina law specifies that a majority of directors need to be present for the board meeting to have quorum, unless the Bylaws or Articles of Incorporation specify a different number.  Though North Carolina law provides that your Bylaws or Articles of Incorporation cannot specify a lower quorum than one third of the directors in office.

Attendance at Meetings. Is everyone in the same room for each of your Association’s board meetings?   Having in person meetings can be nice, but sometimes it can be difficult for people to actually all travel to the same place.  Fortunately, North Carolina law does not require everyone to be physically present in the same room, and generally allows for a meeting to be conducted by any means of communication where everyone can simultaneous listen to each other during the meeting.  Any director participating via such a method of communication is considered present for the meeting.  So, a teleconference or video conference would be a permissible way to conduct a board meeting, unless your Association’s Bylaws or Articles of Incorporation has a special requirement to the contrary.

Voting.  Does your board require unanimity before a decision can be made?  If so, that is probably not required.  North Carolina law does not require that votes are unanimous.  As long as a quorum is present, then generally most votes will require only a majority of directors to approve an action for that act to be the valid action of the board.   Of course, review your Bylaws and Articles of Incorporation as those may require a greater number of directors to approve some (or potentially all) matters.  For example, amendment of the Bylaws or the Articles of Incorporation likely will require supermajority approval of the board.

If your board is having problems with these or any other these issues (or if you otherwise need help with your association meetings), then do not hesitate to contact me or any of the community association attorneys at Black, Slaughter, and Black, P.A.  In addition, while I only advise North Carolina HOAs and Condos on these issues, one of the South Carolina attorneys in our office can help South Carolina Associations with similar problems.