No quorum for general election

Started by LynneV1 • 21 replies • 2385 views

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LynneV1 (South Carolina)
Posts: 211

Posted:

We had our annual meeting 2 weeks ago and we were short 5 votes for a quorum of 51%. We had 103 proxies and needed 108. There were 4 openings on our board of 5 directors. Only 2 people ran on the ballot and there were two blanks. We solicited for nominees in July and August with little response.
According to our by--laws, if the meeting is reconvened within 30 days we should only need 1/2 the quorum percent (25.5%) but home owners are saying that the 103 proxies are not valid and we have to start from scratch. Our next meeting is tomorrow.
Does it sound logical to have the 2 members that ran put onto the board and to take volunteers from the floor for the other 2 positions - only about 25 people out of 215 show up at the meetings.
1) Are the 103 proxies still valid? 2) should we start over with new ballots and 4 openings again? or should we send out ballots with the new nominees for the last 2 openings to all homowners(say 215)or choses from those h/o actually present at tomorrows meeting.

SusanW1 (Michigan)
Posts: 5,202

Posted:

Your original quorum requirement seems VERY high. Work to get that reduced.

Yes, you can use the proxies, since they are specific to getting a quorum for what is really the same meeting.

Can you take nominations from the floor? If so, do it and get your board together.

PS - are your proxies going to be used for election, too? What do your bylaws say about the tvoting hreshold for elections?

PetunkaM (Florida)
Posts: 1,009

Posted:

Well, there seem to be two problems. 1. No quorum and 2. Not of enough of people running.
If you vote for the board by ballots how come you knew only two people were running? Did you open the ballot envelopes? There were no write-ins? If so, you may have to issue new ballots. Do your By-laws allow nominations from the floor?

In Florida, proxies are valid for 90 days as stated here:.

‘A proxy is effective only for the specific meeting for which it was originally given, as the meeting may lawfully be adjourned and reconvened from time to time, and automatically expires 90 days after the date of the meeting for which it was originally given.’

RichardP13 (California)
Posts: 1,767

Posted:

Lynne

Based on the information provided, all you needed to do was adjourn the meeting to a later date and you would have an election. At the next meeting, the requirement for quorum would be a combination of 54 ballots or proxies. You had 103.

Once the election was over you would have a total of 3 elected Director, 2 new and 1 holdover. Unless your documents allow for write in's and floor nominations the 3 Board members could appoint 2 individuals (if allowed by your Bylaws).

Have the meeting and open the ballots.

LynneV1 (South Carolina)
Posts: 211

Posted:

Thank you all for the info. The meeting was adjourned 09/21/11 and is set up for tonight 10/5/11. It seems 2 or 3 homeowners think the 103 proxies from the last meeting 2 weeks ago, are now "void", "expired" and no longer good. I want to do things correctly as I am running. But no one wanted to run and then they complain about the 2 people who submiited resumes and mailed them out in August. We need 4 people to replace last years board. Our by-laws say nothing about taking nominations from the floor and then voting them in in one meeting. We will take nomintations tonight.
My 2nd question is if we get 3 more people willing to run tonight does the entire commiunity get to vote for 2 of the 3 of them or just the 25 or so that show up tonight? You see one of these people will get a 2 yr term.
I too thought the new board could appoint the last 2 members for 1 year terms but that is being argued too! That is how our community works! Apathy and arguing!

RichardP13 (California)
Posts: 1,767

Posted:

Lynne

Because your Bylaws don't mention allowing floor nominations, my opinion would be to have the new Board appoint even to fill the Board, that's if there are no write-ins. As far as the two year term, I would take the person with the highest number of votes, if additional, toss a coin.

BrianB (California)
Posts: 2,820

Posted:

next time, adjourn your meeting for about 5 minutes.

your quorum drops, and there's no real question about the proxies still counting.

PetunkaM (Florida)
Posts: 1,009

Posted:

According to our by--laws, if the meeting is reconvened within 30 days we SHOULD only need 1/2 the quorum percent (25.5%) but home owners are saying that the 103 proxies are not valid and we have to start from scratch. (Lynne)

next time, adjourn your meeting for about 5 minutes. your quorum drops, and there's no real question about the proxies still counting (Brian)

Brian,

That is quite clever and it should work providing the By-laws allow for that. Unfortunately, Lynne did not post that section of the By-laws.

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Quote:

Posted By PetunkaM on 10/06/2011 5:54 AM
According to our by--laws, if the meeting is reconvened within 30 days we SHOULD only need 1/2 the quorum percent (25.5%) but home owners are saying that the 103 proxies are not valid and we have to start from scratch. (Lynne)

next time, adjourn your meeting for about 5 minutes. your quorum drops, and there's no real question about the proxies still counting (Brian)

Brian,

That is quite clever and it should work providing the By-laws allow for that. Unfortunately, Lynne did not post that section of the By-laws.

Brian, Petunka,

Sounds like a good idea at first glance, but it may not be valid. If the bylaws require a specific notice period for a meeting you cannot simply adjourn a meeting and hold another "new" meeting a few minutes later because the notice requirements have not been met simply because not all home owners have been notified of the second meeting.

What you can do is recess the meeting and send people out to try to round up a few more homeowners in order to make quorum. It's still the same meeting, however, and the original quorum requirements still apply.

Also, you need to check your documents and state laws regarding proxies. Some proxies are valid for a specific period (ie., a year or 6 months) whereas others may be valid only for a particular event (meeting).

If you must hold a second meeting with a lower quorum and you do need new proxies, simply contact the people who sent in the proxies and request new ones for the second meeting. Don't take a chance on the adjourn-wait five minutes-open a second meeting trick. It may not hold up in court if challenged.

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Quote:

Posted By LynneV1 on 10/05/2011 11:21 AM
It seems 2 or 3 homeowners think the 103 proxies from the last meeting 2 weeks ago, are now "void", "expired" and no longer good.

Unless your documents, (ie. Articles of Incorporation, bylaws) and state corporate law say they are expired, they are not. They are valid as specified in your documents or state law. Don't believe everything someone tells you unless they can back it up by pointing to it in writing. Otherwise, they are just guessing.

PetunkaM (Florida)
Posts: 1,009

Posted:

Sounds like a good idea at first glance, but it may not be valid. If the bylaws require a specific notice period for a meeting you cannot simply adjourn a meeting and hold another "new" meeting a few minutes later because the notice requirements have not been met simply because not all home owners have been notified of the second meeting. (Brian)

Brian, agreed. I was just being a little sarcastic. Have you ever seen any HOA By-laws allowing to lower the quorum by 50% for a second meeting?

SusanW1 (Michigan)
Posts: 5,202

Posted:

I believe that adjourned meetings don't have to be noticedagain.

So the presiding officer would say, "Because there is no quorum, the meeting is adjourned to XXXX."

That should give people plenty of time to get live bodies there in order to conduct business.

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Quote:

Posted By SusanW1 on 10/06/2011 9:18 AM
I believe that adjourned meetings don't have to be noticedagain.

Where does it say that? If the bylaws state that a meeting requires notice, then it requires notice. If someone tried that trick I would challenge it. You can RECESS a meeting and reconvene, but that's not a new meeting so no notice is required but the original quorum requirement remains. Once you adjourn a meeting, it's over with; done; finished; kaput. Calling a new meeting requires notice, whether it's five months later or five minutes later, unless the governing documents say something different.

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Quote:

Posted By PetunkaM on 10/06/2011 9:10 AM
Have you ever seen any HOA By-laws allowing to lower the quorum by 50% for a second meeting?

I made the statement you quoted, not Brian.

Actually, yes, I have seen such a thing but I don't remember if it was in some HOA bylaws or in some state statute. I have seen where the second meeting within a specified period had a lower quorum requirement, and if that was not met a third meeting with an even lower requirement could be called (as long as it was within a specified time period). If the second or third meetings are not called withing the required time period, then the original (higher) quorum is needed.

BradP (Kansas)
Posts: 2,640

Posted:

Quote:

Posted By BruceF1 on 10/06/2011 9:40 AM

Posted By PetunkaM on 10/06/2011 9:10 AM
Have you ever seen any HOA By-laws allowing to lower the quorum by 50% for a second meeting?

I haven't seen that but am a novice to this...but to get passed the meeting notice requirements could you simply put in your original notice something to the effect of "if a quorum is not achieved the original meeting shall be recessed and a second meeting for the same purpose shall be called to order 10 minutes thereafter"? If so it seems a simple language change in your notification letters woudl suffice

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Quote:

Posted By SusanW1 on 10/06/2011 9:18 AM
I believe that adjourned meetings don't have to be noticedagain.

So the presiding officer would say, "Because there is no quorum, the meeting is adjourned to XXXX."

That should give people plenty of time to get live bodies there in order to conduct business.

Susan,

A-ha. Upon re-reading your post I see where you're coming from. But, the proper thing to do is to RECESS the meeting, not adjourn it. Then, during the recess you can go out and round up some more bodies to make quorum.

It's too bad we don't have the same power as Congress does. If there aren't enough members present to make quorum the presiding officer can send out U.S. Marshals to arrest the missing Congressmen and force them to attend.

JohnM48 (Pennsylvania)
Posts: 89

Posted:

Quote:

Posted By PetunkaM on 10/06/2011 9:10 AM
Have you ever seen any HOA By-laws allowing to lower the quorum by 50% for a second meeting?

Petunka,

Our by-laws include that exact provision.

Association President

BrianB (California)
Posts: 2,820

Posted:

Our by-laws lower the quorum if the first quorum cannot be held, but not by 50%. I believe it's a 25% reduction from the original (don't quote me, I don't have the rules at hand).

As for the meeting adjourn/notice, our by-laws do in fact spell out that little trick (that's how i know it). Pretty amazing, that it was written in as a legal example of how to do it. As for proper meeting notice, I would argue pretty hard against anyone protesting, happily.

if we send out notices to meet at 1400 on Saturday at the clubhouse, and we meet at 1400, adjourn at 1401, and start a new meeting at 1402, I would argue that's a pretty fine line to hang a lawsuit on. Was less than two minutes really a factor in your decision to NOT attend the first meeting, but potentially attend the second? How would you argue that to a judge? What are the damages you would sue for?

"your honor, I couldn't make the 2 o'clock meeting, but had I known there was one at 2:02, I would have definitely been there."

If you are too busy or too lazy to make the annual meeting or even fill out a proxy (if legal), how strong is your case?

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By PetunkaM on 10/06/2011 9:10 AM
Have you ever seen any HOA By-laws allowing to lower the quorum by 50% for a second meeting?

Mine has this provision but only for raising assessments or voting on special assessments (which has a higher quorum requirement then the annual meeting where elections are held). Additionally, the meeting must be within 60 days of the first meeting and meet all notice requirements.

PetunkaM (Florida)
Posts: 1,009

Posted:

John,

I have no seen in any Florida By-laws. So I have learned something, so thank you for that.

Brian,

Yes, pretty amazing and you are sooooooo funny, in a good way that is.

JohnM48 (Pennsylvania)
Posts: 89

Posted:

You're welcome, Petunka

Association President

LynneV1 (South Carolina)
Posts: 211

Posted:

Thank you all for your input and advice. We used the 103 proxies at the 2nd meeting and took nomination and votes from the floor to appoint the add'l 2 members! So far no complaints!

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