Organization meeting after election

Started by KW3 • 6 replies • 5172 views

💬 Join us to post & get advice from 50,000 HOA & Condo leaders.

⚡ Takes 30 seconds

Already a member? Log in

KW3 (California)
Posts: 146

Posted:

Hi,

To my knowledge an organization meeting after a board director election is supposed to take place even the election fails to produce new board members due to lack of quorum (and the members present decide NOT to extend the election). My question: Other than making a record that the election fails, the current board directors will remain on board to serve, and make a fresh election of officers from the current board members, what other businesses can be discussed/conducted in this organization meeting (it's not a regular board meeting)?

I incline to take the followings to the meeting to bring to the board/association better compliance with state law and bylaws regarding election matter, but wonder such businesses are allowed at the organization meeting:
1. re-set the members' annual meeting/election date to the one set in the bylaws, which is the 1st wed of Feb, may be changed to other date WITHIN THE SAME MONTH by the board's approval. (Currently the meeting takes place before the end of the year -- Oct or Nov. I don't know why?)
2. re-schedule the board's regular (quarterly) meeting to match with the annual meeting. (it makes sense to have board meetings in Feb, May, Aug, and Nov -- instead of Jan, April, July, and Oct -- that previous quarterly financial reports are available for review since accrual report is required.)
3. Classify board directorships and schedule BD elections according to the bylaws (see my other thread).

I know people may say you can bring these to next board meeting rather than the organization meeting. I feel these are all tight to the election and should be addressed right after the (possibly failed) annual meeting/election.

RichardP13 (California)
Posts: 1,767

Posted:

KW

I have attached the section from our old and new Bylaws and in addition a section from a web site dealing with the selection of officers. Our Association never followed the rules for election of officers and both instances woulds apply IF an annual meeting or election actually took place. For us they didn't and it appears in your case it didn't either. Since there is nothing that says in the event an election doesn't take place, they don't have to re-elect officers and IMO they couldn't hold a meeting either. That would have to be done at the next scheduled Board meeting IF they so choose.

Old Bylaws:
Section 6.6 Organization Meeting. Immediately following each annual meeting of Members, the Board shall hold a regular meeting for the purpose of organization, election of officers and the transaction of other business. Notice of such meeting is hereby dispensed with.

New Bylaws
Section 4.4 - Board Meeting Following Election. Immediately following any meeting of the Members at which votes for the election of directors are tabulated, the Board shall hold a regular meeting at the same location for the sole purpose of electing officers. Notice of such meeting is hereby dispensed with. Notwithstanding the foregoing, nothing contained herein shall prevent the Board from noticing a separate regular meeting of the Board in accordance with Civil Code Section 1363.05, for the purposes of transacting such other business as the Board deems appropriate or for delaying the election of officers to a later meeting held in accordance with Civil Code Section 1363.05.

Selecting Officers
Organizational Meeting. Selecting officers is normally done at an organizational meeting immediately following the annual meeting but may be done at a later date subject to any time requirements that may be contained in the governing documents. The selection of officers is done at an open meeting since it does not qualify as an executive session meeting. Accordingly, members have a right to attend the meeting and observe the process.

Officers Chosen by Board. Unless the bylaws provide otherwise, officers are chosen by the board, not the membership. Corp. Code §7213(b). No one person on the board, such as the president, has the right to select the remaining officers. Officers are determined by a majority vote of the board.

Nominations. Nominations for each office (president, vice president, secretary and treasurer) are made by board members, not the membership. No second is needed for nominations. (Robert's Rules, 10th ed., p. 418.) Directors may nominate themselves if they wish. Since the Davis-Stirling Act allows members to nominate themselves to run for the board, it would be reasonable to allow self-nomination as officers. Civil Code §1363.03(a)(3). Each nomination is then voted on by the board, not the membership.

Conducting the Vote. The vote is frequently done by voice vote but may be done by secret ballot if one or more directors request it. If done by secret ballot, each director simply writes the name of the person they are voting for on a slip of paper. Inspectors of Election are not required for counting these ballots. Each director can hand his/her ballot to the manager (or some other person) to open and read out loud. The person with the most votes wins the office. The process is repeated for each officer until all positions are filled. All directors may participate in the voting, including those directors who are nominees for the office at issue.

Term of Office. Officers serve until their term of office has been completed or changed by the board.

KW3 (California)
Posts: 146

Posted:

Richard,

If I understand, so the organizational meeting is just part of a regular board meeting after the election (I assume that even the election fails due to lack of quorum, there still must retain a record of the annual meeting/election not taking place) and I can bring up the issues to the "other businesses" session. Is there the same requirement of formal notice to the members of such organizational meeting?

RichardP13 (California)
Posts: 1,767

Posted:

IMO, IF there isn't an election held because quorum was not achieved, and the members choose not to adjourn for a new meeting at a later date, then no Board meeting can take place.

MaryA1 (Arizona)
Posts: 388

Posted:

Richard,

I disagree! Whether or not there was an annual meeting has nothing to do with holding board meetings. Even if the same board members are holding office there is nothing to say they cannot have an organizational meeting as they may want to shift the officer positions around. IMO, this organizational meeting must be noticed the same as a regular board meeting. Normally the only thing discussed at an organizational meeting is what positions each board member shall hold. on the other hand, the board may address the officer positions and make changes at a regular meeting of the BOD. They do not have to hold a special organizational meeting to do this.

SusanW1 (Michigan)
Posts: 5,202

Posted:

I would say that since there was a call for the Annual Meeting, and then could not be held due to lack of quorum, the board should have met (called an emergency meeting without notice - which can be done as long as all members agree to waive notice) and performed their duty to fill the vacancies and set the date for the next duly called and noticed meeting. The main thing is to protect the integrity of the HOA will a full board.

RichardP13 (California)
Posts: 1,767

Posted:

Quote:

Posted By MaryA1 on 10/30/2010 7:30 AM
Richard,

I disagree! Whether or not there was an annual meeting has nothing to do with holding board meetings. Even if the same board members are holding office there is nothing to say they cannot have an organizational meeting as they may want to shift the officer positions around. IMO, this organizational meeting must be noticed the same as a regular board meeting. Normally the only thing discussed at an organizational meeting is what positions each board member shall hold. on the other hand, the board may address the officer positions and make changes at a regular meeting of the BOD. They do not have to hold a special organizational meeting to do this.

With our new Bylaws, we can have an organizational meeting immediately following the election, as our quorum has been eliminated and votes were be tabulated. But, if the membership present votes to adjourn to a new meeting because quorum wasn't reached, would delay selection or re-shuffle of existing Board members.

The schedule for our Annual Meeting in Novemeber will be a Board Meeting with the old Board, then the Annual Meetiong to tabulate the votes, followed by another Board Meeting with the new Board.

🎯 You've read this entire discussion

Join the conversation with 50,000 HOA & Condo Leaders:

✓ Ask follow-up questions
✓ Share your experience
✓ Get expert advice
✓ Access 350,000 discussions

Create Free Account →

⚡ Takes 30 seconds

Already a member? Log in here