No Meeting Minutes

I admit I am very new to the whole HOA thing, but I had always assumed that a board should be required to record minutes from meetings-even when a quorum isn't reached. At this year's yearly meeting-no quorum-I found out that there have been no minutes recorded from any meetings for as long as anyone can remember. I also found out that since no quorum has ever been reached, the two board members that make up our board of directors, were never officially elected. Also, at this year's meeting, one of the board members stepped down to head up a committee and another person was elected to the opened spot. How is this possible without a quorum? I am still in the process of learning about HOA do's and dont's but could use a little insight on the matters I have posted. Thank you.

Mary

Welcome.

Allow me to try and help. There can be differences from state to state and type associations, and my overview will be general, but that said:

In order of importance are:
1. Laws, be they federal, state, local.
2. Articles of Incorporation for your HOA.
3. Covenants, Conditions & Restrictions.
4. Bylaws
5. Rules and Regulations

A lower doc cannot override nor contradict a higher doc. CC&R's and Bylaw changes will usually require at least 2/3rds of homeowners voting in favor of the changes. Rules and Regulations are usually made by the BOD and are used to clarify/define Bylaws. R&R's cannot change Bylaws.

Thw Bylaws usually dictate what size your BOD will be usually like 3 to 7 members. The Bylaws will also dictate how they are elected and who can be elected. The Bylaws will also dictate how a vacancy (resignation, death, etc,) on the BOD can be filled. Usually the vacancy will/can be filled by the BOD with any homeowner that gets a majority of the BOD vote. Usually the appointed person fills out the remainder of the term of the BOD Member they are replacing. This is one way for the BOD to control the general direction of a BOD.

Generally the BOD elects their officers (Pres., VP, Treasurer, Secretary).

A BOD must have a Quorum to conduct business. 3 of 4 person BOD, 3 of 5 person BOD, 4 of 7 person BOD, etc. are a quorum. Do not confuse that they must have homeowner quorum.

There are things that do require a homeowner quorum (elections, Bylaw changes, etc.) but a BOD Meeting is not one of them.

Generally homeowners only get to vote for BOD Memebrs at the yearly general election. General elections can get tricky but usually 2/rds or more homeowners must cast ballots to have a quorum to elect homeowners to the BOD. If no quorum then no election and the present BOD can stay in place until the next general election. This how many BOD's stay in power year after year.

Generally committeees are appointed by and directed by the BOD.

Enough for now. If you absorb this you will be further ahead then most of your fellow homeowners.

Read your CC&R's, Bylaws, and Rules and Regulations.

Hope this helps get you started.

Hi Mary,

Welcome. You have gotten some excellent advice so far. I would like to try and address some of the specifics within your posting.


You assumption is correct. Minutes should be taken of all meetings. Additionally, a quorum is only required to conduct business (vote). It does not prevent the board from providing reports to the membership.

Those minutes may look something like:

Meeting opened at hh:mm
It was noted that a quorum was not present.
Officers Reports -
Unfinished Business - could not be addressed due to lack of quorum
Elections - could not be held due to lack of quorum
New Business - could not be addressed due to lack of quorum
Meeting adjourned at hh:mm


I expect your Association is incorporated as a nonprofit (most are).
As a corporation, the Association must comply with your States corporate laws in addition to any HOA or COA (condominium owners association) laws.

In Missouri, the applicable corporate laws for a nonprofit would be the Missouri Nonprofit Corporation Act.

Per Section 355.331 of that statute [emphasis added]: "Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated or appointed and qualifies, or until there is a decrease in the number of directors. "

Therefore, per your States corporation laws, the existing directors might not have been elected to serve again, but they are required to continue to serve until a replacement is elected or appointed.


Although you may have gone through a non binding election, I suspect that the vacancy was filled by appointment. Per Section 355.361 vacancies are to be filled in accordance to the method outlined within your governing documents (CC&Rs, Bylaws, Articles of Incorporation). If those documents do not address how a vacancy should be filled, it's possible that the board had the authority to appoint someone to fill the vacancy and used the non-binding vote as guidance.

The best method I know of to overcome the lack of a quorum is the use of proxies. You will need to check your governing documents to see if proxies are allowed. If they are, I'd suggest knocking on doors and solicit proxies. This way, at the next meeting, the proxies would count toward a quorum and you could cast votes for your neighbors who did not attend.

Hope this helps,

Tim