Daily activities and the regular course of business have changed drastically for many of us during these unprecedented times.  Though our regular routines may have altered, the laws that regulate our community associations remain intact.  It is even more important during this time that associations and their Board of Directors take reasonable steps and precautions and are mindful of the health and safety of its members while also abiding by statutory requirements.  Innovation, collaboration, and effective communication are paramount in complying with statutory obligations during a pandemic.

Boards may consider innovative alternatives when planning an Annual Meeting during a pandemic.  We recommend each community association review its own governing documents and circumstances prior to engaging and/or considering the actions discussed below. 

Virtual vs. In-Person Meetings

The Texas Business Organizations Code and Texas Property Code mandate that associations hold a meeting annually.  Thereby, to remain in compliance with statute, associations must explore alternative means for holding an Annual Meeting during the pandemic.  Community associations must consider, in addition to conducting normal business, the safety and health of its stakeholders.  Annual Meetings should not be canceled or held off for the entire 2020 calendar year.  Even if social or physical gathering restrictions are lifted, many members may not be comfortable attending a meeting. Additionally, the association would need to implement safety, sanitizing, cleaning, and seating arrangements.

During these times, many community associations have opted to postpone Annual Meetings for a more suitable time; however, this option may not be plausible if elections and/or pressing business matters must be conducted.  community associations may consider conducting the Annual Meeting virtually or in-person with CDC and local government safety protocols in mind.  If your governing documents do not contain any restrictions and/or constraints, hosting a virtual Annual Meeting through any third-party meeting program (i.e., Zoom, Skype, Microsoft Teams, etc.) is likely an effective and safer option.  The Texas Business Organizations Code does authorize a meeting of the members by means of a conference call, including videoconferencing or combination of electronic communication systems.

Virtual Annual Meetings

When conducting a virtual Annual Meeting, early communication with the members is key.  Meaning, community associations must continue to abide by candidacy solicitations, absentee ballots and meeting notice requirements set forth in the Texas Property Code.[1]  Boards are encouraged to plan Annual Meetings well in advance prior to sending meeting packets out to its members to ensure an open line of communication remains available. [2]  For example, consider delivering election and candidacy solicitations and Annual Meeting packets with details of the virtual meeting earlier than normal.[3]  

By taking these small steps, boards can timely and proactively communicate the new changes to its members.  The meeting notice should also mention the method in which meeting will take place and the etiquette expected of members upon logging into the virtual Annual Meeting. As for electronic meeting options, the webinar style may work well for community associations; few presenters with many attendees versus a meeting style where everyone can present.

In-Person Annual Meetings

If your community decides an in-person meeting is the best option based on its members’ preference, CDC and local government guidelines and protocols should be implemented.  A few things to consider include seating arrangements to allow for social distancing, providing sanitizer stations, requesting members remain seated throughout the duration of the meeting, and discouraging individuals from congregating. 

If there are members unable to attend the in-person meeting, consider providing an option that allows members to attend virtually.  Though not ideal, this option could result in greater attendance and participation by members while also maintaining safety for everyone.

No matter which option is chosen, it is essential that Boards continue to adhere to the obligations set forth in the governing documents and applicable statutory regulations.  Though we all hope for normalcy again, we must stay prepared for current and future events that may again disrupt our regular routines.  Stay strong and stay safe.

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[1] Texas Property Code Chapter 209, Section 209.0056 requires written notice of an election or vote to be distributed amongst Members no later than 10 days prior to the date of the election or vote.

[2] Texas Property Code Chapter 209, Section 209.00593 requires communities with 100+ lots to provide notice to Members for the solicitation of candidates ten days prior to distributing ballots and/or proxies to Members.

[3] Texas Business Organizations Code Chapter 22, Section 22.156 requires written notice of the place, date, and time of a meeting of the members of the Association and, if the meeting is a special meeting, the purpose or purposes for which the meeting is called.  The notice shall be delivered to each member entitled to vote at the meeting not later than the 10th day and not earlier than the 60th day before the date of the meeting.

Attorney Vinay Patel is a shareholder of Henry, Oddo, Austin Fletcher, P.C.  With over 20 years of practicing law, Vinay now focuses his attention to exclusively representing property owners association law.

If you found this article helpful, you may also find other topics relevant to your HOA on this blog at Community. Well-Served.