Should HOA or Condo Bylaws Be Recorded?

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

What Is a Majority Vote?

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

(Likely Final) NC Extension of Order Allowing Virtual Membership Meetings

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

Q&A on Holding In-Person Association Member Meetings

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

Governor Extends Order Allowing Virtual Membership Meetings

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

NC Executive Order Increases Attendance at Association Meetings

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

Does a Virtual Membership Meeting Keep Minutes?

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

Differences Between Virtual and In-Person Large Annual Meetings or Conventions

[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

Yes, You Can Hold a Productive North Carolina Annual HOA/Condo Meeting During a Pandemic

In these first few weeks of 2021, we’ve heard from a number of associations who never got around to holding their 2020 annual membership meeting. That’s understandable given how difficult 2020 was. COVID-19 made large in-person gatherings extremely difficult and sometimes impossible. Various state Executive Orders have at times restricted attendance at meetings from only 25 to fewer. (10 is currently the number of members who can be present at an indoor association meeting.) As a result, many associations decided to wait to hold the annual meeting until things improved. But here we are, one year after the first US … Continue reading

New NC Executive Order Extends Ability to Hold Electronic Membership Meetings

As one of the last Executive Orders issued in 2020, Governor Cooper has extended the ability of North Carolina associations (including HOAs and condos) to hold virtual membership meetings. How Did We Get Here? Current COVID restrictions limit NC indoor meetings to 10 and outdoor meetings to 25 “at the same time in a single confined indoor or outdoor space.” These limits must be considered when planning any in-person association membership or board meeting. Prior to the pandemic, associations boards could meet virtually, but not association membership meetings. However, on April 24, 2020, the Governor issued Executive Order #136, which … Continue reading

Coronavirus (COVID-19) HOA & Condo Blog Articles

Since February of this year, we have posted a number of articles on how community associations should respond to the coronavirus crisis as well as changes in HOA/condo practices that may need to be considered. For ease of finding, these articles are linked below: The Coronavirus, Flu, and HOA/Condo Association Meetings – 2/26/20 Coronavirus: What Should Homeowner and Condominium Associations Do? – 3/1/2020 “Let’s Have Our Meeting or Convention Online!” – 3/14/2020 How to Hold Your North Carolina HOA/Condo Hearing in a Pandemic – 3/24/2020 Should My Community Close Its Common Areas Due to COVID-19? – 3/25/2020 What to Do … Continue reading

Lessons Learned from Large Virtual Conventions, Representative Assemblies, and House of Delegate Meetings

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

New NC Executive Order Extends Virtual Membership Meetings Through December 29

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

NC Executive Order Again Extends Electronic Membership Meetings

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

New Robert’s Rules of Order

The latest Robert’s Rules of Order Newly Revised has been released! For organizations that follow Robert’s Rules of Order, most tend to use the newest edition. That’s because either a state or federal law or the governing documents refer not to a specific numbered edition, but to the latest edition. For instance, two North Carolina state statutes (NCGS § 47F-3-108 & 47C-3-108) provide that as to homeowner and condominium associations, “meetings of the association and the executive board shall be conducted in accordance with the most recent edition of Robert’s Rules of Order Newly Revised.”  Identical language can be found … Continue reading

How to Hold a North Carolina HOA or Condo Virtual Membership Meeting

Normally (not during a pandemic), virtual membership meetings of homeowner and condominium associations are not permitted. As noted in this Coronavirus, Flu, and HOA/Condo Association Meetings article, members usually have two options for making decisions outside of meetings: (1) “action by written (unanimous) consent” and (2) “action by written ballot.” In addition, for declaration amendments the NC Planned Community Act and Condominium Act allow adoption by “written agreement” from members, which is a different no-meeting process. But recognize that none of these count as a “meeting.” They are all methods of making decisions without a meeting. So, if you want … Continue reading

2020 CAI-NC Annual Conference Educational Sessions ONLINE

The Annual Conference of the North Carolina Chapter of the Community Associations Institute will be virtual this year. While the Conference is officially next week, July 23-24, there will be many more educational opportunities on issues of concern to HOAs and condos. Registered attendees at this year’s Conference will choose 4 of 12 learning sessions to attend on Conference days (July 23-24). But one of 12 recorded sessions will be opened each day for viewing online Monday-Thursday in the 3 weeks following the Conference. You can attend or re-attend any as part of Conference registration. In addition, presenters will “attend” online the day … Continue reading

New Firm Name & Partners

New Firm Name The law firm of Black, Slaughter & Black, PA will now be doing business as Law Firm Carolinas. The firm, which practices in North and South Carolina, has four offices: Greensboro, Charlotte, Triangle (Garner) and Coastal (Wilmington). New Partners In addition, three attorneys have been named partners in the firm: Jennifer Ruby, who does general civil litigation, business litigation and appeals. Ruby is a graduate of the University of North Carolina at Chapel Hill (2006) and Elon University School of Law (2010) and is based in the Greensboro office. Michael Taliercio, who manages the firm’s HOA/condo assessment … Continue reading

New NC Executive Order Again Allows Electronic Nonprofit Membership Meetings

NC Executive Order #141 issued on May 20 (and still in effect as of July 3) currently limits indoor meeting attendance to 10 and outdoor attendance to 25, which makes it rather hard to hold an in-person association membership meeting. By statute, NC nonprofit association boards have long been allowed to meet by telephone conference or video conference, so long as everyone can simultaneously hear everyone else. However, there has been no such statute for association member meetings. On April 24 the Governor issued Executive Order #136, which allowed for nonprofit membership meetings to be held virtually under certain conditions. … Continue reading

“Let’s Have Our Meeting or Convention Online!”

Due to the Coronavirus, in the last several weeks we have received a lifetime’s worth of questions about moving in-person business meetings and conventions to some type of electronic format. Our firm’s two Professional Registered Parliamentarian attorneys have assisted many clients in doing just that—board meetings, annual meetings, houses of delegates, etc. However, before jumping online there are considerations that should be addressed. Is an Electronic Meeting or Electronic Voting Allowed? There are two main online approaches to conducting business: (1) an electronic meeting and (2) electronic voting. An electronic meeting attempts to mirror an in-person meeting to some extent—members … Continue reading