By Keith R. Campbell on CHORE
Maybe I am missing something but the way I read the law the State of Arizona requires one Annual Meeting of the Owners / Members each year. That is a MEMBERS meeting not a BOARD meeting! The Board of Directors has no business approving minutes of MEMBERS meeting except to vote as an Owner / Member.
HOA Perspectives - the Fox & Hounds of HOA Business and Politics 
As a fairly new homeowner of an AZ HOA of 6000+ members, I just recently learned that our Annual Member’s Meeting Minutes are approved by a “Standing Committee” consisting of all 5 Board members.
This was done at the BOD mtg. the month following the Annual Mtg. The BOD President called for a motion to approve them, and quickly called for & got a “second” & a “wham-bam” unanimous “aye” approval without any discussion from the BOD, or without any chance of discussion from the members in attendance. (I stood & asked the President, “don’t homeowners get a chance to comment before a vote?”, and I was told, “NO”—ironically this was AFTER the Pres. had just read ARS 33-1804 permitting homeowner comment).
The Mgr. quickly intervened, and I was finally allowed to comment. I voiced my opinion that I felt a section of the Annual Mtg. Minutes were incorrect as written. The last paragraph of the minutes stating the BOD’s / Management’s reason for NOT giving the Members an opportunity to comment at the MEMBERS’ MEETING was NOT the reason given AT the close (pre-adjournment) of the Annual Mtg. I asked that the minutes be either corrected, or to show at the very least, that a MEMBER (ME) disputed the accuracy of the minutes. President says, “we can’t do that because we already approved the minutes.”
My next question was, “By the way, WHY is the BOD approving the Members’ Mtg. Minutes–it is NOT a Board Mtg.?” We were told (by the Mgr.) that about 5 yrs prior, the Members “voted” in a Standing Committee (of all 5 BOD–not a single Member!) “to approve the Annual Mtg. Minutes within 30 days of the mtg. adjournment.” (BTW–I have since requested & rcvd. a copy of that 2010 meeting ballot for the Election of BOD Members combined with the “Standing Committee to Approve Meeting Minutes; YES or NO ” vote. BUT I do not have the actual vote count of how many Yes votes, and how many No votes.)
MY QUESTION: Would the same Quorum be required for that vote as would be for the Quorum for the BOD Election—–and does anyone see anything else that should be asked of Management in this situation?—and how would the Members go about getting this voted on AGAIN to possibly change this.
Thanks for any help!
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First, I applaud you for speaking up at your annual meeting. Second, my opinion is personal and does not constitute legal advice.
I agree completely with Keith Campbell’s comments that you responded to.
• The annual meeting is a MEMBER’S meeting. The minutes should be approved by the members at the next annual meeting.
• It is beyond ridiculous for the Board to name themselves a standing committee to approve the minutes. Board members should not serve on a standing committee.
• The quorum requirement should be covered in the bylaws.
• Management should not be involved in facilitating any Board meeting, including the annual meeting. It is better that the manager (a vendor) not even attend the annual meeting. Governance concerns should be directed to the Board, not management. If the Board does not have the necessary governance skills, they should either resign or be removed.
• To overturn a prior vote, a new motion would need to be made and approved.
Your Association bylaws should give some guidance on these issues. The Arizona Revised Statutes, Titles 33 and 10 are not specific in addressing these concerns. You can link to the state statutes from my website under HOA Legalistic > Arizona Revised Statutes. Thanks for your comments and hope to hear from you again. JCT Admin.
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