Annual meetings
The one meeting every association is built around, and what happens if the board lets it slide.
An annual meeting is the association's yearly meeting of members, not directors. Its main job is electing the board; it can also handle other member business. It's a separate legal event from a board meeting, and if the board never schedules one, a member can petition a court to order it held.
A different meeting, a different purpose
A board meeting and an annual meeting are not the same event wearing two names. A board meeting is directors doing board business: budgets, contracts, rule changes. An annual meeting is members doing member business, and the biggest item on that agenda is electing the people who will sit on the board for the next year.
Confusing the two matters because the rules that govern them differ. See what is a board meeting? and board meeting vs membership meeting for the full split.
What has to happen at it
California's nonprofit corporation statute, which underlies most incorporated associations, spells out the annual meeting's job directly:
"...in each year in which directors are to be elected at that meeting for the purpose of conducting such election, and to transact any other proper business which may be brought before the meeting."
Source: California Corporations Code, Nonprofit Mutual Benefit Corporation Law, §7510, California Legislature
In plain terms: electing directors is the headline reason the meeting exists, but members can also vote on anything else properly brought before them. Exactly which topics belong to members rather than the board is set by your association's declaration and bylaws, check those documents for your association's specific list.
If the board skips it
Some boards let the annual meeting slide: no election gets held, and the same directors just keep serving. That is not a paperwork gap the board gets to ignore. Under California's statute, if an association fails to hold its annual meeting, a member can petition a court to order the meeting held. This specific court-petition remedy is confirmed for California in the source above. Whether your own state's law offers the same fix, and through which court, depends on your state's nonprofit corporation statute, ask your association's attorney.
After the election, most boards hold an organizational meeting to seat new officers. That is a common practice, not something confirmed here as a universal legal requirement.
Before you send the notice
Notice periods and quorum numbers for a board meeting are not automatically the numbers for an annual meeting. See meeting notice requirements and establishing quorum for how boards handle those; member meeting notice and member quorum are typically set separately in your bylaws or articles. Check your own governing documents for the annual meeting's specific notice period and member quorum before you schedule one.
Check yourself
Answer before you read the explanation, recalling it is what makes it stick.
Your board holds a meeting every month but has never scheduled a yearly meeting where members vote on directors. What is this association missing?
The board has quietly skipped the annual meeting for three years running. A member wants directors elected. What can that member do, under California's nonprofit corporation statute?
At the annual meeting, members finish electing the new board, then start debating whether to repave the parking lot, an item nobody put on any agenda. Under the statute's own words, is this allowed?
Sources
- California Corporations Code, Nonprofit Mutual Benefit Corporation Law, §7510, California Legislature
Related elsewhere in the Academy
Board Meetings
Not sure if what you're planning is a board meeting or an annual meeting? See how they differ before you send notice.
This is general education, not legal advice. Annual meeting notice, member quorum, and voting rules vary by state and by your own governing documents. Confirm specifics with your association's attorney and your CC&Rs, articles, and bylaws.