Annual Meeting

Your documents probably require an annual meeting and without a quorum, you did not have the annual meeting. You still need to have an annual meeting.

I'm assuming that an election was to be held also. Are the people who resigned the same people who had completed their term? If so, the person chosen to fill the vacancy will only be in the position until the annual meeting and election is held. This is what it sounds like from what I am reading.

When I wrote there was no quorum, I meant of homeowners. There was a quorum of directors. Our Covenants state, 1/3 of the members must vote in person or via proxy for a valid election. So there was a quorum of directors to hold a meeting, but no quorum of homeowner members to have a valid election. Thanks

Thanks for the replies. We had 20 homeowners and 26 proxies last night. We have 750 homes, there is no way we will get a quorum unless we went door-to-door. I guess that is the next step.

Nick, you want the owners to turn out, raise the assessments; they'll turn out in droves.

One year the board put out that they were going to install speed bumps...that had to be the second most attended annual meeting I have yet to see. Of course, they told us at the meeting that it wasn't happening and that they were trying to get more people to attend the annual meeting.

I think that's a great idea. However, it may have worked more to the board's future advantage if they had allowed a discussion on the topic to take place, and then tabled the issue without making any decision.

This way the members wouldn't know that they had been tricked into coming to the meeting.

By telling them that this was a ruse, the next time there may actually be a large controversial matter, and no one will show up, thinking it's probably another ruse.

Hi all – HO turnout for an election is a common problem and one we have had to deal with for 12 years (age of property). We are an IL HOA – a couple of pertinent facts: we are a not-for-profit corporation; 110 units; our By-Laws address size of BOD (5), voting rights (voting is on a percentage of ownership basis), defines a quorum (majority of BOD for a regular meeting; 20% of owners for all else), required meetings (1 annual and at least 4 regular), annual election held with annual meeting. We also have a regular meeting the same evening. For the election/annual meeting, if a quorum of HOs (either by being present or by proxy) is not met, then the annual meeting and election do not take place. Up until the 2006 election, we BOD members had gone around requesting HOs to sign proxies to ensure a quorum was made (while I enjoy talking with my neighbors – it takes a lot of time to do this since they all want to talk!). We quit doing that last year and have decided to take a different tactic for this year (which worked for our Master Association). It is this: the notice letter to the HOs of the annual meeting and election has specific narrative included and highlighted which explains what happens if a quorum is not established: no election is held; failed elections waste your money (and provide approximate cost of holding election); a new BOD cannot be elected; result is that can end up with an association with no board; with no board, association is unable to make decisions, etc. and no work gets done; eventually the State can step in and force its hand by taking over these responsibilities, and HOs lose all rights with regard to their association, which can ultimately negatively impact the property value of the condo/home; any person interested running for the board is encouraged to come forward…blah blah blah; most importantly, please mark your calendar to attend this meeting or return your proxy today (in caps and bolded).

BTW, our election is in March and I’ll let you know the outcome. Last year, we did not have a quorum and no election took place because we did not collect signed proxies nor sent the type of letter we plan to send this year. Fortunately, the existing BOD members agreed to stay on for another year so the BOD remained intact and functioning (but, I am not sure of the legality of that and my review of the IL Condo Act, our Declaration and By-Laws are not clear on this – i.e., what happens if no election is held). As a result we were able to hold the regular meeting that night, and continued to operate as a BOD this past year.

NickK said: “One question is whether the board must try twice to get a quorum and second, since the meeting was not adjourned nor was there a motion to reconvene, is it possible for the board to just go back to the location and adjourn the meeting without the need for notification via mail?”

Based on my understanding of the IL Condo Law (you should check your state’s law and your governing docs) – the BOD is not required to try again for that year; the annual meeting could not be held since there was no quorum of HOs present. The meeting your BOD decided to hold is likely null and void since there was no quorum.

BUT, if a regular meeting had been also scheduled for that evening AND the HOs had been properly notified it would be held AND the BOD members agreed to continue on the Board for the next year, then a regular meeting could have been held. This does not sound like your situation, though.

It sounds like your options are: will the BOD members agree to continue on the BOD for the next year – if so, then things proceed as usual. If the BOD wants to hold another election this year (and incur that expense), then do so and use some of the suggestions provided by this discussion forum to ensure a quorum is met.

I hope this helps – good luck!!
Bonnie

FWIW: Our CC&Rs pretty much guarantee that we will have have at least two HOA meetings:

"The presence of Members, of proxies, or written or absentee ballots from Members entitled to cast sixty percent (60%) of the total votes of the membership shall constitute a quorum to transact routine business and set annual assessments. If the required quorum is not present, the meeting may be rescheduled, and at the rescheduled meeting, the presence of Owners or of proxies entitled to cast ten percent (10%) of the total votes shall constitute a quorum. No written notice of the rescheduled meeting shall be required and official business of the Association shall then be conducted."

There is no way that we will ever be able to get 60% to show up. We're doing good to get the 10% at the second meeting. Not much chance of getting that part of the CC&Rs changed either. There are some people who would rather see the quorum requirement be 60% even for the second (and subsequent) meetings.

Question for the group: The first part of that section also states:
"Written notice of any meeting of the Neighborhood Association called for the purpose of taking any action as specified in this Declaration shall be sent to all Members not less than 10 days nor more than 50 days in advance of the meeting, setting forth the place, date and hour of the meeting and nature of the business to be conducted."

After sending out such notice and failing to reach the 60% quorum, and since "No written notice of the rescheduled meeting shall be required", would it be possible to just adjourn the first meeting and reschedule the meeting (with the 10% quorum) for immediately after? That might give us the ability to get business done without burning up another evening.

Hello again - now I have another question: In my earlier posting I said: “Last year, we did not have a quorum (for the annual meeting/election, so)… no election took place…Fortunately, the existing BOD members agreed to stay on for another year so the BOD remained intact and functioning (but, I am not sure of the legality of that and my review of the IL Condo Act, our Declaration and By-Laws are not clear on this – i.e., what happens if no election is held).”

I have not been able to find anything that states we are required try again to hold the annual meeting/election if for the first try there is no quorum. Is it legal for a BOD year after year to continue as a BOD if unable to hold the annual meeting/election (due to lack of quorum)? Seems to me that a BOD could operate as a BOD indefinitely if HOs do not care enough to come to meetings and participate in annual elections. Also, I think that the BOD should take any extra measures necessary to try and obtain that quorum (but I am a minority with that viewpoint on my BOD). And another question, should this scenario happen again, what if out of the 5 BOD members 1 or 2 disagree with continuing as a BOD - can remaining members continue as BOD?

Thanks for any thoughts on this! BonnieE

Roger – thank you for your response. You said: if your By-laws do not provide for calling a second annual meeting with a lowered percentage required for a quorum then amend your By-laws.

Response: They don’t. I’ll suggest this to rest of BOD, but since we just amended them about a year ago, I doubt the BOD members would want to spend the $$ to do so (they do not like to spend $$).

Roger said: An annual meeting must be held every year in most states if your association is incorporated. Get enough proxies to hold a members meeting and reduce the quorum requirement and amend your By-laws. Request the BOD call a second annual meeting (at the meeting without a quorum the only business which could have been conducted was to set a future date for the annual meeting).

Response: We are incorporated. IL requires the annual meeting, but if no quorum, no requirement to try again that year. For our first annual meeting, when a quorum was not met, we called a second meeting and went out to collect proxies from HOs because were concerned would not get a quorum otherwise. The next 8 or 9 years we collected enough signed proxies to ensure a quorum would be met. Last year we didn’t collect proxies, no meeting as a result. This year I want to try something different as I said in my earlier posting. Our MC also says that there is no requirement to try for a second meeting, but that we can if we want to.

Roger said: When a Board member resigns another member can be appointed to the Board by the BOD to complete the rest of their term. This definitely should be in your By-laws. Any member can get sufficient proxies for a quorum, doesn't require the BOD, in states where proxies are allowed.

Response: That is in our By-Laws. So, even if the BOD is not elected (as in our situation), we can still appoint a HO to BOD if there is an open spot.

Again, thanks for your help! Bonnie

We are in Arizona so proxies are not allowed, but mail in ballots are required to be sent out. We had 29 ballots mailed in and 30 homeowners show up for the annual meeting. We have 800 homes and a 10% requirement for quorum, thus we had no annual meeting. We will find out soon when the next one is scheduled. We have 7 board members and 7 candidates (2 were new from the previous board). A possibility is that people just felt there was no reason to vote as every candidate would be elected. I think it is general apathy in the community.

What opinion do you have that a new request should be sent out for potential candidates? (or cc&rs are silent on this)

Also, I think the various comments by people about "you should just change the CC&Rs to lower the quorum" solution are dreaming! If you can't get 10% of the homeowners to vote on a concrete concept such as elections how can you get a much higher (I think 50%) to change the CC&R.

Robert, the document being amended should state how to amend it. So to change the quorum requirement (which should be in the By-laws, not the CC&Rs) check your By-laws. Call another meeting to elect Board members and include an agenda item to amend the By-laws quorum requirement to 5% (or less). Use the enticements listed by William on another thread (refreshments, raffle, short meeting, etc.) to get the turnout needed. Also, amend to be able to call a second annual meeting with a quorum requirement eqaul to 50% of the quorum requirement of the first meeting if the first meeting can not be held do to insufficient attendence.

Robert, many By-laws state that for each subsequent meeting required due to a failure to have a quorum the next called meeting quorum shall be 50% of that at the previous meeting.