Meeting Minutes from Annual Meeting without quorum

I am the secretary of my Florida HOA. In January, we held our annual membership meeting followed by an organizational meeting to elect directors. We did not have a quorum for the annual meeting and we did not reconvene the meeting later.

My question has to do with the meeting minutes. The VP has told me not to prepare meeting minutes for the annual meeting; i.e., treat the meeting as though it never happened, and just prepare meeting minutes for the organizational meeting.

Can someone with more experience than I have tell me what should be recorded in minutes?

Very helpful. Thank you.

We did not elect directors at this meeting. The two vacancies were filled at the next monthly meeting by appointment.

Along with Bruce, Susan, I'm curious too about what occurred at the organizational meeting? This is the meeting where normally the Board elects board officers.

Susan,

It's difficult to say how you should have proceeded because I don't know how your governing documents (CCRs, bylaws) read. What should have been done should have been in accordance with your documents and state law.

Using my own HOA bylaws and judging from previous comments on other topics made by those who post on this site, here is how I think things should have been done:

1. Noting there was no quorum, the annual meeting should have been adjourned. Minutes should be prepared for the adjourned meeting.

2. No "organizational" meeting should have been held. There was nothing to organize since no new directors were elected. The officers from the previous year continue in their positions until the next annual meeting and election of directors.

3. A date, time and place for another annual meeting should be established, allowing for proper notice to all members as required. This could have been done at the original annual meeting when there was no quorum. This is one of the few items of business that are allowed at a meeting where there is no quorum.

4. Notice of the second annual meeting should be sent to all members in accordance with your requirements.

5. In the meantime, before the second annual meeting, steps should be taken to insure a quorum for the second meeting. Canvass your community and stress the importance of attending what should be a short annual meeting to elect directors. Alternatively, if your state laws and bylaws allow for proxies, obtain proxies from those members who are unable or unwilling to take the time to attend the meeting in person. Generally, proxies are included along with members who are physically present for the purpose of obtaining a quorum.

"3. A date, time and place for another annual meeting should be established, allowing for proper notice to all members as required. This could have been done at the original annual meeting when there was no quorum. This is one of the few items of business that are allowed at a meeting where there is no quorum."

There's no Fl. statute requiring a second annual meeting to be held. Officers who did not wish to be re-elected my vacate and the remaining BoD can appoint to fill the vacancies.