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September 9, 2026
What Is The Difference Between a Member Meeting and a Board Meeting & What Has To Be Voted on at an Open Board Meeting
Author: Gregg Shivers
The attorneys here in the Hill Wallack Community Association Department are often faced with these questions. We do a lot of Board training and are frequently met with surprised looks from the board members and the managers when we explain the answers to these questions. What is set forth below is the law of New Jersey and, regardless of what you have been told or what is in your community associations’ governing documents, you must follow this law or face potential consequences.
A member meeting is obviously a meeting of the members in which all members of the association have a right to attend, be heard and to vote on the issues presented. The annual election meeting is the most common member meeting, but if you have a meeting to vote on an amendment to the governing documents where everyone has had a chance to vote, that is a member meeting as well. Other examples of member meetings would be a meeting to take a vote on the recall of a board member or a vote on a petition properly brought by a group of members. It is important to remember that the Board of Trustees/Directors should not conduct board business at a members meeting. You can have a board meeting immediately before or after a member meeting, but at the member meeting only actions of the full membership can be addressed.
A board meeting obviously means a meeting of the board. An open board meeting means that all members of the association are entitled to attend and observe the actions of the board (but not vote on the issues presented). Although boards usually provide a courtesy opportunity for the members to be heard at these meetings, there is no right of the non-board members in attendance to be heard. A closed board meeting is when a board meets in a work session where no binding votes of the board can be taken, or in executive session to vote on a limited number of issues which are permitted to be voted on in closed session and kept confidential (such as litigation related decisions, matters protected by the attorney/client privilege, personnel decisions and any decisions which would unfairly impact the privacy of a member).
All decision of the board, with the limited exceptions noted above, must be presented and voted on at open board meetings in the presence of the general membership in order for those actions to be effective and enforceable. Votes on the budget, on hiring a vendor, changing a rule, signing a contract, passing a resolution, approving an expenditure outside the budget, passing a special assessment and many more decisions must always be voted on at an open board meeting and memorialized in the official meeting minutes. The days of the board making decisions like these at working sessions or by email or telephone with no notice or an opportunity for the members to attend are a thing of the past.
We sometimes hear “well we only have one board meeting a year”. That is nearly impossible when properly administering an association. Except in very small associations, board meetings should be held quarterly at least and often have to be done monthly. Additionally, when urgent matters come up, you may have to schedule special board meetings to approve an expenditure or make other decisions related to the urgent matter. Those can be done on short notice and can be done via zoom with no opportunity for member comment – those are often 5–10 minute meetings but they are necessary to comply with the regulations passed pursuant to the Radburn Law (see regulations below). If a board approves a non-budgeted expenditure or votes to sign a contract without an open board meeting, the board members who did so are not following the law and the action so voted on may be reversed or voided with any cost caused by the action being born by the board members who knowingly held the vote on the decision without notice to the membership of their right to attend.
These seem like onerous requirements, and they are! However, if you want to avoid negative consequences and conduct your board business in accordance with the law, these are things that you must do. This and several other important duties, obligations and restrictions applicable to boards and managers are discussed in our board training sessions which we recommend every board to schedule if for no other reason than to make sure that the board members can protect themselves. If your board is interested in training, give any of the Hill Wallack Community Association attorneys a call and we can set it up at your convenience.
