Annual Meeting

Hi all,
Can someone tell me who has the power at the annual meeting - the BOD or the members?
At our last annual meeting we did not reach a quorum and the PM said the BOD will stay on another year. One of the members, not a BOD member, asked about adjourning the meeting to try to get a quorum. The PM said it is the BOD's choice and they choose to stay on for another year and there will be no further meetings for elections.
If the annual meeting is a members meeting, can a member make a motion, and get someone second it to adjourn for a later date? If so how does that work?
Can the member choose any date they want? Do notices of the second meeting have to go out with a 14 day notice per the fl statutes? What about the proxies that were at the meeting, the fl statutes say they are only good for that meeting. So do we have to do new proxies?
Our CCR's are silent on annual meetings and election of the BOD so, I assume, we follow the Fl statutes.
Thanks for the help

I am under Fl Statute 720

TheI,

Sounds similar to another thread discussion. Is it possible you are in the same association?

As you know, an Association must hold an annual meeting for the purpose of electing directors. There are differing interpretations of what constitutes holding a meeting and I've never seen anything giving specific guidance. Therefore, it will depend on the exact language (or lack thereof) within your governing documents.

The argument boils down to What role does a quorum play?

If the Association arranges for a meeting place on a specific date and time, sets an agenda, sends proper notice in compliance with the governing documents and State laws to the membership, has board members in place at the site to check in members and conduct the meeting in accordance with existing Laws, rules and regulations and starts the meeting on time, has the board has met all requirements and held a meeting?

One side says: A quorum is only a conditional requirement to conduct business (hold a vote) at the meeting. The meeting was opened and agenda followed. No action could be taken on certain agenda items (elections) because of a lack of quorum but the rest of the agenda was followed and the meeting concluded.

The other side says: If the purpose of the meeting was to hold elections and a quorum prevented those elections from happening then, because the purpose couldn't be achieved - there was no meeting.

That's the argument.

With that said, this has NOTHING to do with your current board staying on. What you are describing in your post is covered in corporate law and, unless your Association is an unincorporated association, FL 617.0806 (scroll down) would apply [emphasis added]:

"Each director shall hold office for the term to which he or she is elected or appointed and until his or her successor has been elected or appointed and qualified or until his or her earlier resignation, removal from office, or death."

Therefore, per corporate law, until a replacement has been elected or appointed, the existing director is to continue to serve or has the option of resigning.

Now, should another meeting have been held or not would depend on the language in your governing documents. I would suggest reading the discussions by SimoneT, starting with thread I posted a link to as it sounds like the exact situation as your association.

Hope this helps,

Tim

Thank you for the answers. The only governing documents we have are the covenants. We have no bylaws. There is nothing in the convenants as to the election of board members, their term, how many or anything relating to the annual meeting.
From looking at the statutes, they too seem to be silent as to the power members have at a members meeting.
None of our meeting have ever been canceled. We get to the meeting and the PM says that a quorum has not been reached so we can not have an offical meeting and the board stays as is.

TheI,

If your association is incorporated, most states will require you to have bylaws. Bylaws specify how an organization is run. They define the members and describe the obligations and authority of the members; they describe the governing body, usually a board, the powers and duties of the board; they describe who the members of the board (directors) are, how many, how and when they are elected, the length of their terms, etc.; they describe the officers, their duties and powers, how they are elected, etc., they describe the required meetings, how and when meetings are conducted, quorum requirements, etc.; they describe voting procedures, and more.

If you have a quorum requirement, meeting requirements, elections, etc., (and you stated you do) then you should have bylaws, or something similar, because that's normally where such requirements come from.

As for your question about who has the power at an annual meeting, normally, the members do. According to accepted parliamentary procedure (I always turn to that), at a meeting of the members, the power and authority belongs to the membership, by virtue of majority rule.

There is often confusion over the role of the board and confusion between the role of a director (board member) and an officer. The confusion arises because, generally, the officers are chosen from the elected board members, so an individual often serves in two roles: one as a director, and one as an officer. Further confusion often results because the officers are sometimes called "officers of the board." which is incorrect. The officers are officers of the association. That is, there is no "president of the board." The president is the president of the association.

At an annual meeting (or any meeting of the entire membership) the board has no authority or power. The officers are still the officers, so the president (or vice president if the president is absent) presides, the secretary records the minutes, and the treasurer provides the financial report. That's it. The power resides with the membership. The officers are bound to abide by the bylaws. The "board" can't decide to do something different.

Your PM needs to butt out. They have no role, other than advisory (and in this case, it appears to me, they gave bad advice because they effectively said your board didn't have to follow the bylaws); they have no authority and no vote. It also sounds to me like they have no clue as to proper parliamentary procedure either.

I know it is hard to believe but we do not have any bylaws. There is nothing on file with the county clerk excepr our CCR, the PM says they only thing they have are the CCR, and noone in the community knows about any bylaws including the ones who have been here since the neighborhood was built.
The quorum requirements I am refering too are in the Fl Statute.
My best guess would be out bylaws are Fl Statute 617 for nonprofit and 720 for HOA