HeidiB1 (Florida)
Posts: 12
Posts: 12
Posted:
Hello, everyone. I have another election question for you (sorry). I promise that I have scoured prior discussion in HOATalk on this issue and have failed to find an answer.
Our annual Members meeting and election was scheduled to be held in Mid-April. On the morning of the meeting/election, our PM provided what she claimed to be legal advice from the attorney regarding how to handle the failure to reach a quorum. According to the PM, the Board could determine that no rescheduling of the annual meeting was required and that the current Board could sit for another year. (I presume this is based on what either the atty. or the PM believed was silence in our docs on what happens if no election can be held).
Not surprisingly, there wasn't a quorum for the election. The Members in attendance asked that the meeting continue while a few Members went out into the neighborhood to get 14 more proxies so an election could be held. The PM said "No," without an explanation. The Members in attendance were upset that no election would be taking place that night. The President adjourned the meeting, stating the Board would meet to decide whether to try to conduct the election. Not surprisingly, when they met a week later, they voted that no election would be held and that they would continue to sit for another year.
I have since located the following provision in our Bylaws, which I think directly addresses what takes place when no quorum is reached at the annual meeting:
A quorum for the transaction of business at any annual or any special meeting shall consist of a majority of the Voting Members, represented either in person or by proxy; but the Voting Members present at any meeting although less than a quorum, may adjourn the meeting to a future date.
The way I read it, the Bylaws clearly place the decision as to whether to adjourn to a later date on the Members and not on the Board. In fact, it seems so obvious to me that I'm second-guessing myself and wondering if I'm missing something. So I turn to you, learned members of HOATalk, for your assistance.
Thank you in advance for your input,
Heidi
Our annual Members meeting and election was scheduled to be held in Mid-April. On the morning of the meeting/election, our PM provided what she claimed to be legal advice from the attorney regarding how to handle the failure to reach a quorum. According to the PM, the Board could determine that no rescheduling of the annual meeting was required and that the current Board could sit for another year. (I presume this is based on what either the atty. or the PM believed was silence in our docs on what happens if no election can be held).
Not surprisingly, there wasn't a quorum for the election. The Members in attendance asked that the meeting continue while a few Members went out into the neighborhood to get 14 more proxies so an election could be held. The PM said "No," without an explanation. The Members in attendance were upset that no election would be taking place that night. The President adjourned the meeting, stating the Board would meet to decide whether to try to conduct the election. Not surprisingly, when they met a week later, they voted that no election would be held and that they would continue to sit for another year.
I have since located the following provision in our Bylaws, which I think directly addresses what takes place when no quorum is reached at the annual meeting:
A quorum for the transaction of business at any annual or any special meeting shall consist of a majority of the Voting Members, represented either in person or by proxy; but the Voting Members present at any meeting although less than a quorum, may adjourn the meeting to a future date.
The way I read it, the Bylaws clearly place the decision as to whether to adjourn to a later date on the Members and not on the Board. In fact, it seems so obvious to me that I'm second-guessing myself and wondering if I'm missing something. So I turn to you, learned members of HOATalk, for your assistance.
Thank you in advance for your input,
Heidi