Under Arizona law, A.R.S. Section 33-1804(B) and 33-1248(B) an association must conduct an annual meeting of its membership at least once a year. Conducting a successful annual meeting requires knowledge of the association’s documents, planning, organization, preparation and execution of the plan.
Requirements for an Annual Meeting
Typically, an association’s bylaws will set forth the requirements of an annual meeting including the notice, quorum and voting.
The Purpose of the Annual Meeting
The annual meeting is conducted to elect directors and conduct other business as may properly be brought before the meeting, such as officer and committee reports, approval of an annual budget (if required), voting on increases in the assessment rate or special assessments (if needed) or proposed amendments to the association’s documents (if needed). The annual meeting is also a time for discussion and input by the members on various aspects of association life (parking issues, pet problems, how association money is spent, etc.).
Establish a Nominating Committee and Solicit Candidates: The board of
directors should consider establishing a nominating committee at least 75 days in advance of the annual meeting. Notify members of the candidate names with their biographies on the association’s web page, the newsletter, letter or special meeting. This can help to get candidates and also helps owners make an informed choice.
Provide Notice 10 to 50 Days in Advance of Annual Meeting: Under Arizona law, an association must provide written notice of an annual meeting to the membership via hand delivery or sent by U.S. mail not fewer than ten nor more than fifty days in advance of any annual meeting. Notice should include date, time, location and purpose of the meeting. It is a good idea to include with the notice information, the mail-in ballot and last year’s annual meeting minutes (you will save time and postage). The board of directors and community manager should carefully review the association’s bylaws well in advance of the meeting date to determine when the notice must be sent, required details of the notice and the method of providing notice. It is a good idea to consult with an attorney if there are any questions regarding the meeting notice, mail-in ballot requirements or to check all documents prior to mailing.
Remind Owners of Annual Meeting: The date, time and location of the meeting should be announced in newsletters, on bulletin boards, on the association’s web page and/or on sandwich boards at the community entrance and clubhouse well in advance of the meeting date. Pre-printing the return envelopes with the name, address and a line for a signature helps ensure compliance with this requirement.
Create Ballots and Return Envelopes: Pursuant to Arizona Law, the Association should ensure that both the completed ballot and return envelope contain the name, address and the actual or electronic signature of the person voting, except if the documents permit secret ballots, then only the envelope or any non ballot related materials should contain the name, address and either the actual or electronic signature of the voter.
Create Formal Tally Sheets: The board should set up and print formal tally sheets for counting the ballots before the meeting so that all the inspectors need to do is tabulate and record the votes. Tally sheets should have a place for the association name, meeting date, candidate’s names, results of the election, printed name and signatures of the inspector’s recording the tally. Completed tally sheets should be retained as a part of the association’s permanent records.
Create Sign-in Sheet and Log Mail-in Ballots: The board should create a sign-in sheet that provides for an association member’s printed name, signature, lot/unit number or address and date. Prior to the annual meeting, the management company or board member(s) should log all returned mail-in ballots on the sign in sheet to ensure an accurate quorum computation.
Check the governing documents to determine if the voting process should be held by secret ballot and plan accordingly.
Set up an efficient registration system prior to the members’ arrival: Set up an appropriate number of registration tables and make signs that assign a portion of the alphabet to each table (for example, A-H, I-O, P-Z). A registrar should be assigned to each table and the member rosters should be divided according to the tables so that the registrars will only work with those names that are in their section of the alphabet. Eligibility to vote status and ballots can be included at the registration table.
Have an accurate roster of owners: Under Arizona law, an association has a duty to keep an accurate roster of owners and their current addresses. This membership list should be updated and complete for the annual meeting. It is also a good idea to bring a laptop with internet access to provide the most up-to-date ownership information when members are registering and questions arise.
Publicize and conduct registration and a “social time” 30 to 60 minutes prior to the start of the meeting and request that owner(s) come early to register.
Have a greeter at the door to welcome and direct members.
Have association governing documents available (so that questions can be accurately answered).
Appoint a troubleshooter: There will always be unexpected events during registration at an annual meeting. Therefore, a troubleshooter (with no other responsibilities) should be designated by the board to handle anything out of the ordinary (such as questions about ownership, right to vote and delinquent owners).
Provide ample registration materials: Determine what registration materials are needed (roster, sign-in sheets, handouts, pens, pencils and ballots), how many copies are required and prepare them in advance.
Have a plan to distribute materials in an orderly fashion: Assign a person to distribute materials at check-in. If you have several things to hand out, creating a packet of materials that can easily be handed to people as they check in assures that each person gets all of the necessary materials.
Conducting the vote: The board should appoint several independent “inspectors of election” to oversee the voting and elections. The inspectors’ duties are to tabulate and record the votes on the formal tally sheets created for the expressed purpose of capturing the votes. At least one of the inspectors should be from the opposing side if there are factions at the annual meeting. However, no one should be an inspector who may have an interest in the election results (such as candidates, candidate’s spouses, current officers, directors or the management company). Count ballots with one group of inspectors and recount, if necessary, with a different group. If the association’s attorney is present, the attorney also helps oversee this process. Cumulative voting is only allowed if provided for in the association’s documents.
Nominations from the floor: Look to your governing documents for guidance regarding whether nominations from the floor are allowed at an annual meeting.
Conducting the meeting: An association must first obtain a quorum (a minimum number of owners present in person or by mail-in absentee ballot) to lawfully conduct business at an annual meeting. Establish the quorum number before the meeting. The number of members needed to constitute a quorum is almost always indicated in the association bylaws. Arizona law provides a default quorum of ten percent if the association’s documents are silent regarding a quorum.
The president should:
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