QUORUM

Started by SimoneT • 13 replies • 1583 views

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

⚡ Takes 30 seconds

Already a member? Log in

SimoneT (Florida)
Posts: 116

Posted:

Hi JanetB! I can't sleep, so I figured I will write. We had something similar also happended to us. We are a Real Property Mobile Home Community. We have seven board members. Last year we had three that have TWO year TERMS. Four had ONE year TERM. Two of the ONE year TERM resigned and brought in THEIR OWN REPLACEMENTS. One of the ONE year TERM was "kicked out" and his "spot" was open for a few months. One's ONE year TERM was also up in January along with the PREVIOUS THREE. Now, on our Yearly Meeting/Voting Meeting, we did NOT meet quorum. We needed 143, and only had 75. So, the board said nothing could be done about voting because we did NOT meet quorum {the association lawyer who was also present on this day affirmed what the board said, (I do not know why he was even present)}. BUT, they also said that we HAD to wait until next year to vote again. My question is, How can these FOUR people keep their positions when their TERM was up? Did not we need to hold a SPECIAL MEETING at a later date (30 days later?) to hold our VOTING? If these FOUR stay in their positions until next January, then these FOUR would be serving TWO YEAR TERMS, not ONE.

Our BY-LAWS state in ARTICLE V111, SECTION 3: QUORUM. "SO MANY MEMBERS AS SHALL REPRESENT AT LEAST A MAJORITY OF THE TOTAL AUTHORIZED VOTES OF ALL MEMBERS, PRESENT IN PERSON OR REPRESENTED BY WRITTEN PROXY, SHALL BE REQUISITE TO AND SHALL CONSTITUTE A QUORUM AT ALL MEETINGS OF THE ASSOCIATION FOR THE TRANSACTION OF BUSINESS, EXCEPT AS OTHERWISE PROVIDED BY STATUTE, BY THE DECLARATION, THE ARTICLES OF INCORPORATION OF THE ASSOCIATION OR THESE BY-LAWS. IF, HOWEVER, SUCH QUORUM SHALL NOT BE PRESENT OR REPRESENTED AT ANY MEETING OF THE ASSOCIATION, THE CHAIRMAN OF THE MEETING SHALL HAVE THE POWER TO ADJOURN THE MEETING TO A TIME AND DATE NOT MORE THAN 30 DAYS IN THE FUTURE; PROVIDED NOT LESS THAN 5 DAYS WRITTEN NOTICE OF THE ADJOURNED MEETING DATE SHALL BE GIVEN TO THE MEMBERSHIP. AT SUCH ADJOURNED MEETING, SO MANY MEMBERS AS SHALL REPRESENT AT LEAST 33 AND 1/3% OF THE TOTAL AUTHORIZED VOTES OF ALL MEMBERS SHALL CONSTITUTE A QUORUM AND ANY BUSINESS MAY BE TRANSACTED WHICH MIGHT HAVE BEEN TRANSACTED AT THE MEETING ORIGINALLY CALLED."

At this point, what can we do if anything? Can we still request, demand a Special Meeting?

SimoneT (Florida)
Posts: 116

Posted:

Sorry, this post is really for anyone who has information, not only for JanetB. I posted this on another "thread".

SusanW1 (Michigan)
Posts: 5,202

Posted:

I suppose you could ask the attorney (who you say was there) why another meeting was not scheduled.

But it would be on your dime, since he/she would probably charge for a private discussion on the meaning of your HOA bylaws.

JanetB2 (Colorado)
Posts: 4,219

Posted:

Hi Simone:

Because you state that you are a Real Property Mobile Home Community check your governing documents to insure which Chapter of the Florida code you are governed. It potentially should be Chapter 723 Mobile Home Park Lot Tenancies and if so here is a link for the various State Statutes:

http://www.myfloridalicense.com/dbpr/lsc/Mobile%20Homes/LSCMHMobileHomesLaws.html

It appears that per the section from your documents it does state “shall be requisite to and shall constitute a quorum at all meetings of the association for the transaction of business” and furthermore adds if not present the meeting should be adjourned to a time and date not more than 30 days in the future.

Now the nice thing about Mobile Homes (if per your documents you fall in this category) is you do have the Division of Florida Condominiums, Timeshares, and Mobile Homes to which a complaint can be filed. Here is a link to their site:

http://www.myfloridalicense.com/dbpr/lsc/MobileHomes.html

And under the Frequently Asked Questions is the following information:

9. How do I file a complaint against the mobile home park owner?
There are several options available for filing a complaint. You may send your complaint through the US Postal Service to the Department at 1940 North Monroe Street; Tallahassee, Florida 32399-1031; e-mail your complaint to [email protected] or fax it to 850.488.7149. While not required, it will assist in expediting your complaint if it is received on a Mobile Home Complaint Form. You may call 850. 488.1122 to request a Mobile Home Complaint Form or download a printable copy from our forms page.

SimoneT (Florida)
Posts: 116

Posted:

Quote:

Posted By JanetB2 on 03/07/2012 11:33 AM
Hi Simone:

Because you state that you are a Real Property Mobile Home Community check your governing documents to insure which Chapter of the Florida code you are governed. It potentially should be Chapter 723 Mobile Home Park Lot Tenancies and if so here is a link for the various State Statutes:

http://www.myfloridalicense.com/dbpr/lsc/Mobile%20Homes/LSCMHMobileHomesLaws.html

It appears that per the section from your documents it does state “shall be requisite to and shall constitute a quorum at all meetings of the association for the transaction of business” and furthermore adds if not present the meeting should be adjourned to a time and date not more than 30 days in the future.

Now the nice thing about Mobile Homes (if per your documents you fall in this category) is you do have the Division of Florida Condominiums, Timeshares, and Mobile Homes to which a complaint can be filed. Here is a link to their site:

http://www.myfloridalicense.com/dbpr/lsc/MobileHomes.html

And under the Frequently Asked Questions is the following information:

9. How do I file a complaint against the mobile home park owner?
There are several options available for filing a complaint. You may send your complaint through the US Postal Service to the Department at 1940 North Monroe Street; Tallahassee, Florida 32399-1031; e-mail your complaint to [email protected] or fax it to 850.488.7149. While not required, it will assist in expediting your complaint if it is received on a Mobile Home Complaint Form. You may call 850. 488.1122 to request a Mobile Home Complaint Form or download a printable copy from our forms page.

Hi JanetB:

I posted a topic about OMBUDSMAN, because we do not fall under their jurisdiction here in Florida. We have to write to our representatives about including Home Owner Associations. Which section of the governing documents would that be? In the By-Laws, Covenants, or Rules and Regulations? Can you explain to me exactly the differences in the 3 I just listed? I find them confusing. Thank you so much for your time, and research.

JanetB2 (Colorado)
Posts: 4,219

Posted:

Hi Simone:

The document order for those three are as follows:

Declaration of Covenants – This is the document filed with County Records and which is attached to your property. This document of the three is the top dog to be followed and obeyed. This document will most likely hold up in a court of law as binding because items have been agreed to by all members. NOTE: Sometimes you will have documents which combine Declaration and Bylaws into one document.

Bylaws - This is sometimes filed with the County Records (some states require filing while others do not). This document generally describes board, officers, elections, proxy, etc. and is in essence the regulations governing meetings and duties.

Rules and Regulations - This document potentially contains “reasonable” rules which cannot conflict with the above two documents. This is generally for minor rules such as for club house, pool, or other common area facilities. Because these are generally implemented by a few members (a.k.a. Board), then depending on conflict or reasonableness it may or may not hold up in court, as it was not agreed to by all members.

Now if you look at your Declaration somewhere in the beginning it should give a description regarding the type of association and maybe which statutes you fall under regarding governing the association. You need to determine if you fall under the Mobile Home statutes Chapter 723 or under the Homeowner Statutes Chapter 720.

JanetB2 (Colorado)
Posts: 4,219

Posted:

Simone:

Another idea to help and which from various posts I do not remember seeing is do you the homeowners own the mobile home lots or do you pay to essentially rent the mobile home lots?

SimoneT (Florida)
Posts: 116

Posted:

Quote:

Posted By JanetB2 on 03/07/2012 12:55 PM
Simone:

Another idea to help and which from various posts I do not remember seeing is do you the homeowners own the mobile home lots or do you pay to essentially rent the mobile home lots?

We are called REAL PROPERTY Mobile Home Owners because all the owners OWN the land.

The only thing I found that says anything about statutes is in the:

Articles of Incorporation
of
_______________Management Association, Inc.

The undersigned subscribers, desiring to form a corporation not for profit under Chapter 617, Florida Statutes, as amended, hereby adopt the following Articles of Incorporation.

Is this what you mean? Thank you for your reply.

SimoneT (Florida)
Posts: 116

Posted:

Quote:

Posted By JanetB2 on 03/07/2012 12:34 PM
Hi Simone:

The document order for those three are as follows:

Declaration of Covenants – This is the document filed with County Records and which is attached to your property. This document of the three is the top dog to be followed and obeyed. This document will most likely hold up in a court of law as binding because items have been agreed to by all members. NOTE: Sometimes you will have documents which combine Declaration and Bylaws into one document.

Bylaws - This is sometimes filed with the County Records (some states require filing while others do not). This document generally describes board, officers, elections, proxy, etc. and is in essence the regulations governing meetings and duties.

Rules and Regulations - This document potentially contains “reasonable” rules which cannot conflict with the above two documents. This is generally for minor rules such as for club house, pool, or other common area facilities. Because these are generally implemented by a few members (a.k.a. Board), then depending on conflict or reasonableness it may or may not hold up in court, as it was not agreed to by all members.

Now if you look at your Declaration somewhere in the beginning it should give a description regarding the type of association and maybe which statutes you fall under regarding governing the association. You need to determine if you fall under the Mobile Home statutes Chapter 723 or under the Homeowner Statutes Chapter 720.

Hey JanetB:

I googled Statute Chapter 720 and I found this:

FLORIDA STATUTES CHAPTER 720
former FS. 617.301 - .312

Selected Sections of Chapter 720 of the Florida Statutes
Chapter 617 of the Florida Statues deals with Corporations Not For Profit.
These are the sections that address Homeowners Associations.

SimoneT (Florida)
Posts: 116

Posted:

Quote:

Posted By SimoneT on 03/07/2012 4:20 AM
Hi JanetB! I can't sleep, so I figured I will write. We had something similar also happended to us. We are a Real Property Mobile Home Community. We have seven board members. Last year we had three that have TWO year TERMS. Four had ONE year TERM. Two of the ONE year TERM resigned and brought in THEIR OWN REPLACEMENTS. One of the ONE year TERM was "kicked out" and his "spot" was open for a few months. One's ONE year TERM was also up in January along with the PREVIOUS THREE. Now, on our Yearly Meeting/Voting Meeting, we did NOT meet quorum. We needed 143, and only had 75. So, the board said nothing could be done about voting because we did NOT meet quorum {the association lawyer who was also present on this day affirmed what the board said, (I do not know why he was even present)}. BUT, they also said that we HAD to wait until next year to vote again. My question is, How can these FOUR people keep their positions when their TERM was up? Did not we need to hold a SPECIAL MEETING at a later date (30 days later?) to hold our VOTING? If these FOUR stay in their positions until next January, then these FOUR would be serving TWO YEAR TERMS, not ONE.

Our BY-LAWS state in ARTICLE V111, SECTION 3: QUORUM. "SO MANY MEMBERS AS SHALL REPRESENT AT LEAST A MAJORITY OF THE TOTAL AUTHORIZED VOTES OF ALL MEMBERS, PRESENT IN PERSON OR REPRESENTED BY WRITTEN PROXY, SHALL BE REQUISITE TO AND SHALL CONSTITUTE A QUORUM AT ALL MEETINGS OF THE ASSOCIATION FOR THE TRANSACTION OF BUSINESS, EXCEPT AS OTHERWISE PROVIDED BY STATUTE, BY THE DECLARATION, THE ARTICLES OF INCORPORATION OF THE ASSOCIATION OR THESE BY-LAWS. IF, HOWEVER, SUCH QUORUM SHALL NOT BE PRESENT OR REPRESENTED AT ANY MEETING OF THE ASSOCIATION, THE CHAIRMAN OF THE MEETING SHALL HAVE THE POWER TO ADJOURN THE MEETING TO A TIME AND DATE NOT MORE THAN 30 DAYS IN THE FUTURE; PROVIDED NOT LESS THAN 5 DAYS WRITTEN NOTICE OF THE ADJOURNED MEETING DATE SHALL BE GIVEN TO THE MEMBERSHIP. AT SUCH ADJOURNED MEETING, SO MANY MEMBERS AS SHALL REPRESENT AT LEAST 33 AND 1/3% OF THE TOTAL AUTHORIZED VOTES OF ALL MEMBERS SHALL CONSTITUTE A QUORUM AND ANY BUSINESS MAY BE TRANSACTED WHICH MIGHT HAVE BEEN TRANSACTED AT THE MEETING ORIGINALLY CALLED."

At this point, what can we do if anything? Can we still request, demand a Special Meeting?

In our By-Laws it states:

Article V

Board of Directors

Section 1. Number and Term.

The number of Directors which shall constitute the whole Board shall be 7. At the first annual meeting and at all subsequent annual meetings, the Members shall vote for and elect such number of Directors as is designated by the Board to serve for 2 year terms and until their successors have been duly elected and qualified. All the Directors must be Members of the Association or authorized representatives, officers or employees of the Developer, or corporate members of the Association.

The terms of the Directors shall be staggered terms commencing with the election held at the 2010 Annual Meeting. To initiate the staggered terms procedure, 4 Board members elected at the 2010 Annual Meeting shall serve 2 years and the remaining 3 members shall serve 1 year. The four candidates receiving the highest number of votes or tied for the highest number of votes in the election held at the 2010 Annual Meeting shall serve 2 year terms, the remaining candidates shall serve 1 year terms. Elections held after the electon held at the 2010 Annual Meeting shall alternate between electing 4 members and 3 members and the term shall thereafter be 2 years.

Section 2. Vacancy and Replacement.

If the office of any Director becomes vacant by reasons of death, resignaton, retirement, disqualification, removal from office or otherwise, a majority fo the remaining Directors through less than a quorum, at a special meeting of Directors duly called for this purpose, shall choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred and until his successor is duly elected and qualified. In the event a Direcotr on the initial Board resigns, the Developer shall have the right to appoint another Director in his place.

JanetB2 (Colorado)
Posts: 4,219

Posted:

Quote:

Posted By SimoneT on 03/07/2012 2:37 PM

That tells me most likely you fall under Chapter 720.

720.302 Purposes, scope, and application.—
(1) The purposes of this chapter are to give statutory recognition to corporations not for profit that operate residential communities in this state, to provide procedures for operating homeowners’ associations, and to protect the rights of association members without unduly impairing the ability of such associations to perform their functions.

Potentially what I would initially do is send a letter “Certified Return Receipt” regarding the section in your Bylaws (ARTICLE V111, SECTION 3: QUORUM) along with the other information from statutes and your documents. Request the reason that they Bylaws and State Laws were not followed. I would remind them that failure to follow proper procedures could incur that any election dispute be submitted to mandatory binding arbitration. Then ask when you can expect a proper annual meeting will be scheduled. If no response or negative response then you can potentially consider these options in these sections:

720.306 Meetings of members; voting and election procedures; amendments.—

(3) SPECIAL MEETINGS.—

(9) ELECTIONS AND BOARD VACANCIES.—
(c) Any election dispute between a member and an association must be submitted to mandatory binding arbitration with the division. Such proceedings must be conducted in the manner provided by s. 718.1255 and the procedural rules adopted by the division. Unless otherwise provided in the bylaws, any vacancy occurring on the board before the expiration of a term may be filled by an affirmative vote of the majority of the remaining directors, even if the remaining directors constitute less than a quorum, or by the sole remaining director. In the alternative, a board may hold an election to fill the vacancy, in which case the election procedures must conform to the requirements of the governing documents. Unless otherwise provided in the bylaws, a board member appointed or elected under this section is appointed for the unexpired term of the seat being filled. Filling vacancies created by recall is governed by s. 720.303(10) and rules adopted by the division.

720.303 Association powers and duties; meetings of board; official records; budgets; financial reporting; association funds; recalls.—

(10) RECALL OF DIRECTORS.—

It will depend on how much the members disliked the actions and the board remaining in place. Also, if recall is chosen then potentially want to make sure it is a majority otherwise potentially the remaining board can replace instead of the members voting.

CarolF (Florida)
Posts: 435

Posted:

Do you own an individual lot on which your mobile home sits and do you each pay taxes on that lot - or - does your association own all of the land in common?

SimoneT (Florida)
Posts: 116

Posted:

Quote:

Posted By CarolF on 03/08/2012 4:46 AM
Do you own an individual lot on which your mobile home sits and do you each pay taxes on that lot - or - does your association own all of the land in common?

Hello CarolF:

We own our lots. We pay property tax. There are 475 lots, about 425 owners.

SimoneT (Florida)
Posts: 116

Posted:

Hello CarolF!

🎯 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