See also Index, elections, and Index, meeting procedures.
Incorporated associations are required to have a meeting of the members at least annually (unless the bylaws eliminate the requirement). See § 16-6a-701. Additionally, unless the bylaws specify terms longer than one year for board members, an association is required to elect all new board members each year. This is truly a penalty for not having a better provision in the bylaws because it means the board starts over from scratch each year in a lot of ways, if all new board members are elected. When that occurs, the association suffers from a lack of "institutional memory," that is, knowledge and experience that tends to continue from board to board when board terms are staggered so that all board members are not elected in the same year. This requires board member terms of at least two years, of course.
The following is a list of the requirements associated with an annual meeting.
- Notice of Annual Meeting. The association must give notice of the meeting to each member entitled to vote at the meeting, in a manner consistent with its bylaws and that is fair and reasonable. The notice should include a description of any matter or matters that must be approved by the members or for which the members' approval is sought. The notice must include any matters a member intends to raise at the meeting if: (a) requested in writing to do so by a person entitled to call a special meeting;fn1 and (b) the request is received by the secretary or president at least 10 days before the association gives notice of the meeting. See § 16-6a-704.
- Member List. In connection with any member meeting, an association must prepare an alphabetical list of the names (including addresses and number of votes) of its members who are entitled to vote at the meeting, unless the bylaws provide otherwise. The list must be available to members in accordance with § 16-6a-710. See Index, membership list.
- Reserve Analysis. An association is required to provide a summary of the most recent reserve analysis or update to owners annually. See Index, reserve analysis.
- Budget. An association is required to adopt a budget annually, include a line item for reserves in the budget, and make it available to the owners on the association's website, or if the association doesn't have a website, at the association's address registered with the Utah HOA Registry. Additionally, community associations are required to present the adopted budget to the owners at an owner meeting. See Index, budget, and Index, records.
FN 1. The Nonprofit Act specifies that the "persons entitled to call a special meeting" are (1) the board of directors, (2) the person or persons authorized by the bylaws or resolution of the board of directors to call a special meeting, and (3) if members holding at least 10% of the votes entitled to be cast at the meeting demand a special meeting, and if a notice for a special meeting is not then given within 30 days after such demand is delivered to an officer, any member that signed the demand is entitled to then call the meeting, and therefore at that point any such member that signed the demand is "a person entitled to call a special meeting." (See Section 16-6a-702).
HOA Registry. After the annual meeting, the association must update any information on the HOA Registry that changed (within 90 days). See Index, HOA registry.
Recommendation: If the CC&Rs, bylaws or articles of incorporation do not provide for staggering of terms of board members so that all board members are not elected in the same year, the association should consider an amendment adding such a provision.
Statutes and Cases:
(For reference: 57-8 is the Condo Act, 57-8a is the Community Association Act, 16-6a is the Nonprofit Act)