Incorrect Quorum Calculation

Robert,

Technically, anything voted on at that meeting would be considered null and void because of the lack of a quorum. Now, expecting that your Association is incorporated as a nonprofit (most are), the North Carolina Nonprofit Corporation Act would be the applicable statute as the North Carolina Planned Community Act tends to defer election issues to the corporate law.

Per that statute, § 55A‑8‑05, [emphasis added]:

(d) 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, depending if an existing director was reelected, the following options are possible (depending on your governing documents):

1) Old Directors resume their duties and would have the following options:
a) Continue to serve for another year
b) Call another meeting for elections
c) Appoint whomever they desire to fill the vacancies and serve on the board (preferably those who were presumed to be elected)

2) If an old director was reelected, that director may:
a) Appoint whom they desire to serve on the Board (preferably those who were presumed to be elected)
b) Hold another election

Since the elections were done in good faith, I would arrange for those who were presumed to be elected to be formally appointed to the board.

Question, what do your governing documents require for a quorum? I ask, because NC law only requires 10%.

Hope this helps,

Tim

What I also think has happened is that IF your HOA was turned over to the owners and the declarant is no longer in control... No one choose to rewrite the CC&R's, by-laws, or Incorporation documentation to reflect this change. Once the HOA is turned over to the owners the 2 class voting system is now eliminated and there is only one. Unless the builder/declarant still owns a lot they don't get a vote at all.

This is often overlooked and a committee/special meeting needs to address this issue. You will need a lawyer to redraft the documents to remove ALL references to the builder. It's also an oportune time to make other changes such as voting requirements, technology advances, fining schedules, or other items. It's also important to NOT overlook this small detail that you don't have to be a member to be on the board. That adds great confusion and is a relic from the old builder/contractor arrangement. Membership should be limited to owners only.

It's a daunting task to do this but a very necessary one to do. It's going to cost money, time, and effort. However, I recommend this process be done every 5 to 7 years for ANY HOA despite being at turnover times. Things change and your HOA needs to write it's rules so it can change with it...

Kelly,

Are you sure you are involved in an HOA? What you suggested makes way to much sense to be considered (LOL). Thanks for your response.

ONE THING has popped into my mind however..... in the current HOA dues collections climate and if your HOA is aggressive w/ collections, it would serve you well to get that quorum and establish your board for legal reasons in that attorneys could argue that your collections efforts (liens, foreclosure) are null and void. North Carolina is certainly a state where we need to meet every legal standard.

When it comes to getting grass mowed, toilets unstopped - yeah, simple stuff. BUT, on collections and courts and the fact that HOA boards sign off on resolutions to foreclosure among other collections measures, I'd try to get that quorum.