UPDATE

Oh, I forgot......a huge thank you to all of you that took the time and had the patience to answer the questions of a completely ignorant person when it comes to HOAs. You guys, and gals, that really want to help, and advice should receive some kind of blessing. Again, thank you all. Hugs, and kisses, LOL!

Actually Simone I would potentially send the letter to the Board and cc the Attorney. This then puts the responsibility on the Board who hired the attorney to obtain the answer. Potentially if you address to the attorney without going through the board, then possibly you could be liable for said attorney fees regarding your request. Better to CYA and be safe on the issue.

I would just put to ABC Association Board of Directors send a copy to each one with each also listed in the CC:

Mr. X, Board of Directors and President
Mr. Y, Board of Directors and Treasurer
Mr. Z, Association Attorney

I also if it was me would send the Board member letters via "Certified Return Receipt" so I have proof they received. For the attorney I would just send regular mail as it is just to give heads up, and the Board is responsible for further notification to the attorney, if desired.

One letter sent to the assn. registered agent is sufficient to serve your document.

Simone

You should try to read the Florida statutes relating to HOAs. It's not really that hard to understand 95% the first time through.

Basically it states this:

BOD Meetings (Regular): 48 hours notice & notice posted conspicuously on the property.

BOD Meetings (To Consider Non-Emergency Special Assessments): 14 days, mailed or transmitted to owners & posted conspicuously on the property.

BOD Meetings (To Consider Amending Rules Regarding Unit Use): 14 days, mailed or transmitted to owners & posted conspicuously on the property.

Member Meetings: Minimum 14 days notice, mailed or transmitted to owners & posted conspicuously on the property.

Election Meetings: Per the association’s documents.

It's important to understand and distinguish the law from what you may think is someone acting spiteful.

To send all these other letters, from a distant perspective, seems to be passive agressive.

You are setting a tone of hostility.

A single comunique is all that is necessary to serve notice and inform the assn.

With RRR (return reciept requested) there can be no avoiding the fact it was sent - and when recieved.

'Take the high road'.

exactly...we have had that happen where a RR letter was not signed for by a couple different homeowners. One was a legal situation and our lawyer taped it to their door, the other was a covenant violation and we sent it snail mail as well. I think you need to have an alternative form of communication ready for when they refuse a RR.

they can not answer the door and refuse to pick up the letter from the post office if it is return receipt requested...happened to us more than once

Hello BradP:

Yes! You are so correct. I know of people that get the Yellow slip about having certified mail in the post office and to pick up. If they know who it is from, they do NOT pick it up. The post office will try, I think three times to deliver, after that, they send the certified/returned mail back to sender.

Hello JanetB:

I thought your suggestion was superb, only because the board seems to always have problems with e-mails and communications. And even when ONE PERSON receives it, nothing is discussed until the another board meeting, which can be the following month. Like this ALL PERSONS on the board have received the communication at the same time, and can call each other, and pull their hairs out. Which is fine with me, I wish they would pull their brains out, LOL, or rearrange their way of thinking.

Hello JayP:

The National Conference of Commissioners on Uniform State Laws

RULE 203. USE OF “SHALL”, “MAY”, AND “MUST”.

(a) A duty, obligation, requirement, or condition precedent is best expressed by “shall” or “must”.

(b) Use “shall” if the verb it qualifies is a transitive verb in the active voice and the subject is animate. Example: “The aggrieved party shall file the application.” However, if the word is used to express a condition precedent, use “must”. Example: “An applicant must file an application to be considered for an exemption.”

(c) Use “must” if the verb it qualifies is in the passive voice or the subject is inanimate. Examples: “The applicant must be an adult.” “Any prior conviction must be set forth in the application.” “The order must state the time and place of the hearing.”

(d) Use “may” to confer a power, privilege, or right. Examples: “The applicant may demand [power] an extension of time.” “The applicant may renew [privilege] the application.” “The applicant may appeal [right] the decision.”

**We are requesting another Voting Meeting. If we don't get one, we will then request a Special Meeting. If that does NOT work, then yes, we are going for a recall.

Hi Jay:

You potentially did not review other posts on this issue. What has happened is they did not yet have an annual meeting because quorum was not met. Instead of properly rescheduling the annual meeting the current board just declared that they keep their positions. Simone is calling for a proper annual meeting per the documents and state statutes.

I have posted the statutes before:

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

(1) QUORUM; AMENDMENTS.—

(a) Unless a lower number is provided in the bylaws, the percentage of voting interests required to constitute a quorum at a meeting of the members shall be 30 percent of the total voting interests. Unless otherwise provided in this chapter or in the articles of incorporation or bylaws, decisions that require a vote of the members must be made by the concurrence of at least a majority of the voting interests present, in person or by proxy, at a meeting at which a quorum has been attained.

(7) ADJOURNMENT.—Unless the bylaws require otherwise, adjournment of an annual or special meeting to a different date, time, or place must be announced at that meeting before an adjournment is taken, or notice must be given of the new date, time, or place pursuant to s. 720.303(2). Any business that might have been transacted on the original date of the meeting may be transacted at the adjourned meeting. If a new record date for the adjourned meeting is or must be fixed under s. 607.0707, notice of the adjourned meeting must be given to persons who are entitled to vote and are members as of the new record date but were not members as of the previous record date.

It says “must” be made at a meeting at which a quorum “has been” attained.

And you are right we all can agree to disagree.

Thank you JanetB, you are awesome! The last two sentences I don't quite understand, LOL!

The arbitrator ordered the association to schedule a properly noticed annual election meeting and that they shall hold a proper annual meeting in the future.

Agreed Pete,

Unless Simone's meeting is somehow 'defective' for other reasons yet discovered and could thus be deemed invalid (remember a Lawyer was present) it's over till next year.

Basically a lack of a quorum indicates by association a content, or at least apatheic, attitude about the corporation's current governance. Aparrently not enough people in Simone's community were motivated to attend or return a proxy so that elections could be held. Basically they are content and happy to let things continue for another year.

Those who are trying to get elected either by written notice or floor nomination or trying to help others get elected have two weeks to comb the community to gather proxies to help assure a quorum.

Now you want a mandate to try for a quorum again? The law does not provide relief for this alone.

You can't mandate members to become involved if they don't want or feel the need to.

I did read the Order thoroughly, but maybe you guys did not in that out of the TWO meetings only one was cancelled while the other did not meet the State Statute requirements. The second while it was not regarding quorum was for not allowing owners to nominate themselves for the board positions at the meeting … the issue is they did not follow the law. As noted from the Order are the following points:

1. The statute requires an annual meeting. The meeting MUST be a LEGAL annual meeting matching the REQUIREMENTS of the State Statutes and governing documents. If not then as stated below they MUST re-notice and hold another ELECTION that complies with the FLORIDA STATUTES.



Now the following is from the Florida State Statutes and which includes:

Now we all know that election of Board members is a decision that requires a vote of the members. Therefore, if we take some of the bold sections from above it says:

Decisions that REQUIRE a vote of the members MUST be made at a meeting at which a quorum HAS BEEN attained.

The issue is if quorum HAS NOT been attained then the decisions which REQUIRE a vote of the MEMBERS could not be made. Therefore, the meeting is supposed to be ADJOURNED to a different date, time or place by either (1) announced at the meeting before adjournment or (2) notice pursuant to 720.303(2).

In Simone’s case per the statements quorum was not attained, they did not adjourn to a different date, time, or place; therefore, they did not have a proper LEGAL meeting which abides by both the governing documents and State Statutes. Now I believe I have proven:

1. The members elect the BOD at a meeting which MUST have a quorum attained.

Now while the current board is still in place until a proper legal meeting takes place and members elect a proper board. I would like someone to prove to me:

1. That if quorum is not attained that the Board can in essence just RE-ELECT themselves to another term (including disallowing votes from owners who came to a meeting even though quorum was not obtained and not a legal meeting). The intent of the Law is pretty much electing BOD members REQUIRES a vote of the MEMBERS at a meeting at which QUORUM has been attained.

No one else sees the problem with this … seriously … it is garbage of this nature which gives HOA’s a bad reputation. Sorry I have an issue with that because I own property in an HOA and resent other owners not properly following the governing documents and their state laws.

Also ... I don't care if they had an attorney present because as noted on other posts from myself and others all attorneys are not created equally, and it appears the attorney may have been out to protect their own interests and not the interests of the owners. If I took advice from stupid attorneys (every attorney is not necessarily that smart) I would not be in as good position as I am at this time regarding my own situation.

So to both Peter and Jay I would like you to show me via the FL State Statutes where it states that because quorum has not been met that the Board can on their own re-elect themselves to another term. Because I am starting to wonder if potentially you both did the same thing in your HOA and are now trying to justify your actions because you apear so passionate for the board who bypassed the proper annual meeting.

Peter:

Yep that is right as there was a case in FL regarding a developer and meetings needed to amend the CCR’s which was adjourned THREE (3) times due to not meeting quorum.

I believe I did post a statute as noted above:

(7) ADJOURNMENT.— Unless the bylaws require otherwise, adjournment of an annual or special meeting to a different date, time, or place must be announced at that meeting before an adjournment is taken, or notice must be given of the new date, time, or place pursuant to s. 720.303(2). Any business that might have been transacted on the original date of the meeting may be transacted at the adjourned meeting. If a new record date for the adjourned meeting is or must be fixed under s. 607.0707, notice of the adjourned meeting must be given to persons who are entitled to vote and are members as of the new record date but were not members as of the previous record date.

However, you have not posted a FL statute which states that the Board can disregard the membership and just RE-ELECT themselves for another term whether quorum is met or not.

According to your thought process potentially the BOD could Amend the CCR’s with only their personal BOD vote and not the members just because there was no quorum. Hmm … do you still not see the moral, ethical, and legal issue here?

Hi Tim:

I understand that statute as I noted above that the current board is still in place until a proper legal meeting takes place and members elect a proper board. The issue on this thread is:

Decisions that REQUIRE a vote of the members MUST be made at a meeting at which a quorum HAS BEEN attained.

If quorum has NOT been attained at a meeting and the BOD declared no other proper LEGAL meetings will take place, they then in essence have RE-ELECTED themselves to another term of office without Membership approval.

LOL … this was without even having any members who did show up at the meeting vote. It was just by their personal say (with possibly self serving attorney) of that is what will happen for the next year … too bad.

So, are you saying if your HOA denied your members the right to hold a proper legal annual meeting per your governing documents or state laws it would be OK with you? It would be OK for just the BOD to state we are not going to reschedule and we will govern for another year whether you like it or not even though the law provides for adjournment?

Tim:

Decisions that REQUIRE a vote of the members MUST be made at a meeting at which a quorum HAS BEEN attained.

All of which is stated in the Law and states MUST and does not provide an option left up to the board. None of the statutes I posted above states to be determined at “board discretion”.

LOL … I agree in that they should initially have met quorum and which was not met due to potential apathy. Hopefully, will not happen again.

My passion here is the fact you do not violate governing documents and state laws. I find it interesting that there have been a few postings recently from FL regarding virtually same scenario.

I agree with you that this section you cited is not an option.
I do not agree with how you are applying that statute.

Per the law:
Members elect Directors (decision requiring membership vote)
Election must be at a meeting
Quorum must be present at that meeting for the decision to happen
If quorum is not met, meeting may be adjourned to try and achieve a quorum unless governing documents say otherwise.
Despite term ending Director stays on board until replacement elected/appointed

Per the posts:
Meeting was called
Quorum was not met
Members requested meeting be adjourned so a quorum could be met
Presiding Officer said no (I disagree with that decision but positionally it was theirs to make)
Lack of quorum - vote could not be made thus no replacements elected
Directors continued to serve (per corporate law)

Hello TimB and JanetB!

I thought you guys might be related, LOL! While it is true that many do not care, there are those that CANNOT attend meetings due to work schedule. After a couple of years of the same thing going on, a few of us have tried to take action. We are tired of how they continue doing what they do. Two years ago we went around the neighborhood, and collected 147 signatures until three of the recalled BOD's RESIGNED. UNFORTUNATELY, due to emergencies and illness we could NOT go forth this year. Some of us are not apathetic. It was the worst timing. I know we could have gotten our proxies but we were unable. We are trying to do what we can LEGALLY do NOW, and what is RIGHT, and ETHICAL. We requested another meeting. If not, then a Special Meeting, if not, then another RECALL. We are willing to do this yet again. Thank you so much to both of you for all the comments you have written and debated over. This has helped us understand the system more.

I do not think all these other people are from my same community, except for maybe one. Some of their details are not the same as ours. But, I guess you never know.

Hello PeterD:

I read on another post that one group had THREE MEETINGS before they reached a QUORUM. AND, that each time their quorum was cut in half. Like if you needed 200 for the first meeting, for the second try they needed 100 to meet quorum, and the final one only needed 50 to meet quorum. I would like to know if this is true since I have not read it anywhere else. Thank you for your reply.

Hello PeterD:

Thank you for your insight and information. How do we go about getting new PROXIES, if we wind up with a Special Meeting for Voting? Thank you for your reply.