Guide to Conducting Legal HOA Meetings in Maryland

Homeowners association and condominium meetings are a fundamental part of community association living in Maryland. They are the forums where boards make decisions, owners voice concerns, and the community’s business is conducted. Yet, these meetings are often viewed with frustration, seen as either disorganized gatherings or overly rigid procedures.

The reality is that these meetings are formal corporate proceedings. They are governed by a distinct set of Maryland laws, and failing to follow the correct procedures can do more than just frustrate neighbors—it can invalidate board decisions, open the association to lawsuits, and create significant legal and financial liability.

What Maryland Laws Govern HOA and Condo Meetings?

The starting point for all community association operations in Maryland is state law. Two primary statutes set the baseline rules:

The Maryland Homeowners Association Act: This law applies to communities of single-family homes, townhomes, and other “lots” where owners are part of a mandatory-membership association.
The Maryland Condominium Act: This law governs condominium regimes.

While these two acts are separate and have important differences, their requirements for open meetings, notice, and member participation are similar in principle. They establish the minimum standards that all associations must follow, regardless of what their internal documents say.

The Importance of Your Governing Documents

State law provides the floor, but your association’s own governing documents build the house. Every HOA and condominium in Maryland has a hierarchy of documents that dictate its specific rules.

Declaration (or Declaration of Covenants, Conditions & Restrictions): This is the “constitution” of the community, recorded in the county land records. It establishes the association, defines the property, and outlines fundamental rights and responsibilities.

Bylaws: This document details the corporate governance of the association. This is where you will find the specific rules for your community regarding meetings, including:

How often annual meetings must be held.
The number of days required for meeting notices.
The percentage of owners needed for a quorum.
The number of directors on the board.
Voting procedures and whether proxies are permitted.

Rules and Regulations: These are day-to-day rules adopted by the board (e.g., pool hours, parking rules).

If there is a conflict, state law always wins. For example, your bylaws cannot eliminate the open meeting requirements set by the Maryland Condominium Act. After the law, the Declaration is the highest authority, followed by the Bylaws. Knowing what your specific documents require is a primary duty of any board member.

Annual Meetings vs. Board Meetings: What is the Difference?

It is important to distinguish between the two main types of meetings, as they have different purposes and notice requirements.

Annual Meetings (or General Meetings of the Members): This is the yearly meeting of the entire membership. Its primary purpose is to elect directors to the board and to address major association business that requires a vote of all owners, such as amending the bylaws or approving a large special assessment.
Board Meetings (or Meetings of the Board of Directors): These meetings are held by the elected board members to conduct the association’s regular business. This includes everything from reviewing vendor contracts and approving the budget to enforcing rules and addressing maintenance issues. These meetings are typically held monthly or quarterly.

Who is Required to Receive Meeting Notice?

For an annual meeting or a special meeting of the members, all homeowners in good standing are entitled to receive notice.

For a regular board meeting, the board members must receive notice as specified in the bylaws. Furthermore, because most board meetings must be open, the community must also be notified of the meeting’s time and place so that homeowners may attend.

What are Maryland’s HOA Meeting Notice Requirements?

Proper notice is a strict legal requirement. A decision made at a meeting without proper notice can be challenged and voided.

For Member Meetings (Annual/Special)

The Maryland Homeowners Association Act and Condominium Act set minimum notice periods. Your bylaws may require a longer period but cannot require a shorter one. Notice must be sent to all owners via first-class mail, hand-delivery, or—if the owner has given prior written consent—via email. The notice must state the time, date, location, and a clear purpose or agenda for the meeting.

For Board Meetings

Notice for board meetings is typically sent to the directors. For the benefit of the members, the time and location of board meetings must be made available. This is often done by posting a schedule in a common area, on the community website, or through a community-wide email.

How is a Quorum Established for a Meeting?

A “quorum” is the minimum number of owners or directors who must be present (in person or by proxy) for a meeting to be valid and for the association to conduct business.

For Member Meetings: The quorum requirement is found in your association’s bylaws. It is usually expressed as a percentage of the total membership (e.g., 25% of all owners).
For Board Meetings: The quorum is typically a majority of the directors (e.g., 3 out of 5 board members).

If you do not have a quorum, you cannot hold the meeting. The only action that can be taken is to call the meeting to order, confirm the lack of a quorum, and adjourn the meeting to a later date. Any votes or decisions made without a quorum are invalid.

What is a Proxy and How is it Used in HOA Meetings?

A “proxy” is a legal document that allows a homeowner to assign their voting rights to another person (the “proxy holder”) to attend and vote on their behalf.

Proxies are important for establishing a quorum at member meetings, especially in large communities where it is difficult to get enough people to attend in person.

In Maryland, a proxy must be:

In writing and signed by the homeowner.
Often, proxies are only valid for a specific meeting or a set period (e.g., 90 days).

Your bylaws may have additional, specific rules about the format of proxies.

Setting the Agenda: What Must Be Included?

The meeting agenda is more than just a schedule; it is a legal document. It provides notice of the specific topics that will be discussed and voted on.

An agenda must be included with the notice for any annual or special meeting of the members.
Boards should prepare and follow an agenda for all board meetings. This keeps the meeting focused and efficient.

Importantly, a board or association generally cannot take binding action on a subject that was not listed on the agenda. The purpose of the notice and agenda is to give owners a chance to attend and be heard on the issues they care about. Voting on a major, unannounced topic “from the floor” subverts this right and is legally improper.

Are Maryland HOA Meetings Required to be Open?

Yes. Both the Maryland Homeowners Association Act and the Condominium Act contain “open meeting” requirements. This means:

All meetings of the board of directors must be open for any homeowner to attend and observe.
All meetings of the membership (annual and special) are, by definition, open to the members.

Homeowners have a right to be present and observe the board’s decision-making process. The board cannot simply meet in private to discuss community business, except in a few specific circumstances.

What is an Executive Session and When is it Allowed?

An “executive session” is the one legal exception to the open meeting rule. It is a portion of a board meeting that is closed to homeowners.

The board may only meet in executive session for a very limited list of reasons specified by Maryland law. Before going into executive session, the board must state in the open meeting why they are doing so (e.g., “The board is entering executive session to discuss a pending legal matter”).

Permissible reasons for an executive session include:

Legal Advice: Consulting with the association’s legal counsel.
Litigation: Discussing pending or potential lawsuits.
Personnel Matters: Discussing the employment, performance, or compensation of an association employee.
Contract Negotiations: Discussing strategy for negotiating a contract.
Member Privacy: Discussing matters related to a specific homeowner, such as a delinquency hearing or a rules violation, to protect that owner’s privacy.

The board cannot use executive session to discuss routine business, approve the budget, or vote on vendor contracts. Any formal vote or final decision on a matter discussed in executive session must be taken in the open portion of the meeting.

How Should Voting be Conducted During a Meeting?

Board Voting: At board meetings, all votes by directors should be clear. Motions should be made, seconded, and voted on. The minutes must reflect the motion and the outcome of the vote, and often how each director voted.

Member Voting: At annual or special meetings, members vote on matters like elections and bylaw amendments. This can be done by a show of hands, a voice vote, or a written ballot, as specified in the bylaws. Elections for directors are often conducted by secret ballot.

The Role of Parliamentary Procedure (Robert’s Rules of Order)

While not explicitly required by Maryland law, most association bylaws state that meetings will be conducted according to a recognized system of parliamentary procedure, such as Robert’s Rules of Order.

This is not meant to be overly formal or complex. The purpose of using such rules is to ensure fairness, order, and efficiency. It provides a proven framework for:

Making a motion.
Seconding a motion.
Debating a motion in an orderly way.
Calling a vote.

Using these basic rules prevents meetings from dissolving into shouting matches and ensures that one or two individuals cannot dominate the entire discussion.

What are the Legal Requirements for Meeting Minutes?

Meeting minutes are the official, permanent legal record of the association. They are not a transcript of everything that was said. Rather, they are a record of what was done.

Well-drafted minutes are one of the board’s best legal protections. They must be accurate, objective, and clear. All meeting minutes must include:

The date, time, and location of the meeting.
Who was present (listing board members and confirming a quorum).
A record of any reports given.
An exact record of every motion made, who made it, and whether it was seconded.
The final outcome of every vote, including the vote count.
The time the meeting adjourned.

Minutes should never include personal opinions, arguments, or verbatim quotes from the debate. Minutes from an open meeting must be made available for review by any homeowner.

How Can Homeowners Participate in Meetings?

Maryland law gives homeowners the right to attend board meetings, but not necessarily the right to participate in the board’s discussions.

However, most associations (and the law encourages this) set aside a specific time during the board meeting for a “homeowner forum.” During this time, owners can address the board with questions or concerns. The board is not required to answer questions on the spot but should listen respectfully.

To maintain order, the board can, and should, set reasonable rules for this forum, such as:

Limiting each speaker to a set amount of time (e.g., 3 minutes).
Requiring owners to sign up to speak.
Insisting on a professional and orderly tone.

What About Virtual or Electronic Meetings?

The use of virtual meetings (via platforms like Zoom or Teams) has become common. Maryland law generally permits virtual or electronic meetings, provided that the association’s bylaws do not prohibit it.

The key requirement is that all participants must be able to hear and, in many cases, be heard by each other simultaneously. For virtual member meetings, the association must also have a reliable way to verify each member’s identity and their right to vote.

Common Mistakes to Avoid When Running an HOA Meeting

A-great-deal of HOA litigation stems from simple, avoidable procedural errors. Boards should be diligent in avoiding these common mistakes:

Improper Notice: Failing to send notice to all members within the required timeframe.
No Quorum: Conducting business and taking votes without a quorum present.
Agenda Violations: Voting on new business items not listed on the agenda.
Improper Executive Sessions: Using closed sessions to discuss regular business.
Vague Minutes: Keeping minutes that do not clearly state what motions were passed and who voted.
Ignoring the Bylaws: “We have always done it this way” is not a legal defense. The board must follow the procedures in its own governing documents.

What Happens if an HOA Violates Meeting Laws?

When a board fails to follow state law or its own bylaws, it exposes the association to risk.

If a decision is made at an improperly noticed meeting or without a quorum, a homeowner could file a lawsuit to have that decision declared void. This could mean a signed contract is invalidated or a special assessment is overturned.

In addition to voided actions, the association could be liable for the homeowner’s legal fees if a court finds the board acted improperly. This is a needless expense that is ultimately paid by all members.

Building a Foundation for a Well-Run Community

Running a community association is a significant responsibility. The rules for conducting meetings in Maryland are designed to protect all parties by promoting transparency, fairness, and thoughtful decision-making. If your board is facing disputes, struggling with procedural questions, or needs guidance on how to bring your meetings into compliance, it is wise to seek professional legal counsel. An attorney with experience in Maryland community association law can review your governing documents, provide training for your board, and help you establish a strong framework for governance.