Our HOA has never had a quorum

Started by ZoeyO • 14 replies • 3465 views

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ZoeyO (Arizona)
Posts: 3

Posted:

We have a small HOA -- 24 houses/lots. Our HOA has been in existence since 2007, and we've never had a quorum -- not once. Some of us want to disband, but we can't reach a majority because there are some who want the HOA and others who refuse to participate in anything at all. I have two questions: (1) Can we force the issue due to the lack of the HOA ever having a quorum? and (2) How could we potentially go about disbanding our HOA in favor of restrictive convenants?

MelissaP1 (Alabama)
Posts: 13,836

Posted:

Disbanding should be covered in your documents. Ours required us to be turned over to a Management company if we did disband. Meaning we'd lose our voting ability and control as owners.

If you can NOT meet the quourom then change the # required to have one. Your HOa is run by the owners for the owners. No reason you can't change the rules you all live by. That is also in your documents on how to do and should be done every 5 to 7 years in my opinion.

Former HOA President

NatalyaR (Alabama)
Posts: 55

Posted:

We have the same problem every year - no quorum! And we have 100+ Homeowners. But to change the rules mmmmmm you need quorum LOL! We did not find a perfect solution yet. Would be interesting to hear how others resolved this...

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Nat

Most changes are accomplished with proxy votes. Never once seen/had an actual physical person quorum.

NatalyaR (Alabama)
Posts: 55

Posted:

We did not have enough proxies for last 4 years... We talked in general about what Association was doing and adjourned the meeting... How do we "encourage" Homeowners to respond?

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Quote:

Posted By MelissaP1 on 06/18/2012 7:18 PM
If you can NOT meet the quourom then change the # required to have one.

That's a catch 22. Good luck with that one!

Here's the problem: You need a quorum at the present number to vote to change the quorum to a lower number.

I remember reading a few years back about an HOA that decided to raise their quorum requirement. They managed to do that, but later realized they were never able to reach quorum at the new, higher number. Problem was, they could never reach quorum to change it back to the former, lower number.

The only suggestion I can offer is, if the association documents allow for proxy voting or absentee ballots, then canvass the community and try to obtain enough proxies or absentee ballots to meet quorum and change the quorum requirement to a lower number.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Zoey,

You have a few different questions within your posting.

Quote:

Posted By ZoeyO on 06/18/2012 6:07 PM

. . . . and we've never had a quorum -- not once.

If you don't have a quorum, anything that requires a vote can not take place or be enforceable. Please note that there are provisions within the States corporate law to allow the previous directors to stay on the board and appoint their own replacements.

Quote:

Posted By ZoeyO on 06/18/2012 6:07 PM

Some of us want to disband, but we can't reach a majority because there are some who want the HOA and others who refuse to participate in anything at all.

This type of participation is unfortunate but typical.

The process to dissolve corporation known as your Association should be within your Articles of Incorporation. The process to abolish the Association completely will likely require amending the CC&Rs. Please note, that disbanding the Association does not eliminate the deed restrictions (CC&Rs).

If the CC&Rs specify that the Association fulfills certain responsibilities (maintaining the common area, etc.) or provide certain services (trash, street lights, etc.) then you will need to first amend the CC&Rs to remove those responsibilities/services prior to disbanding the Association. The procedure to amend your CC&Rs would be within your CC&Rs.

Quote:

Posted By ZoeyO on 06/18/2012 6:07 PM

(1) Can we force the issue due to the lack of the HOA ever having a quorum?

No. You can certainly call a meeting to vote on it but if you don't have a quorum, the vote can not take place.

You might be able to vote by mail vs. at a meeting. To determine this you need to read your governing documents and applicable AZ laws.

Quote:

Posted By ZoeyO on 06/18/2012 6:07 PM
(2) How could we potentially go about disbanding our HOA in favor of restrictive convenants?

I'm not sure what "in favor of restrictive covenants" means. Could you elaborate on that?

Hope this helps,

Tim

ZoeyO (Arizona)
Posts: 3

Posted:

I spent time last night reading the CC&Rs, and I think we're just stuck with what we've got. Our requirement to disband is all but one lot have to vote yes.

When I say we've never had a quorum, I mean never. The first election was with 3 lots out of 24 voting. The next year, the same 3. The next year, 6 houses. This year, even I'm not voting.

The head of the HOA is kind of a jerk, but he's a dumb jerk who doesn't understand the law, which means I won our battle with him easily (with just a little money spent on a really great HOA lawyer).

TimB4 (Tennessee)
Posts: 21,059

Posted:

Perhaps the elected individual who is a jerk is the reason people are not participating.

Perhaps, you could gather enough support and vote the jerk out and fill the position with those willing to serve (you perhaps).

ZoeyO (Arizona)
Posts: 3

Posted:

Tim, we are thinking we might do that next year. Certain factors make it not in the cards for this year.

PaulM18 (Virginia)
Posts: 46

Posted:

Just curious what your quorum requirements are...

Thankfully my HOA's are really low (10%) for most actions

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Paul

10% seems awful low to me. While I know an association can set such a level, what can they do and/or nor do?

Can the 10% change the CC&R's, change the Bylaws, elect people to the BOD, recall the BOD?

Thanks

KellyM3 (North Carolina)
Posts: 2,239

Posted:

It sounds like Zoey's board must be doing a pretty good job in that most every property owner is silent on business matters. I don't know how you make people care. Don't some HOAs have by-laws that allow for a diminishing number that meets a quorum after so many failed meetings to address an issue?

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Kelly

Lack of participation is the result of not understanding, frustration, and/or happiness.

Most often change is driven by those that have an issue and get out there to explain their issue and get the votes (proxy or whatever) to make the changes. This is how I have seen most changes made. Someone cared and did the work to make it happen.

Wishing/wanting to make it happen does not make it happen. Working for it can make it happen.

If one gets out, explains it, and cannot make it happen unable to collect then one has to ask themselves are they in the minority even when they consider themselves to one that is correct.

No tickee..no shirtee............LOL

PaulM18 (Virginia)
Posts: 46

Posted:

Quote:

Posted By JohnC46 on 06/22/2012 7:14 AM
Paul

10% seems awful low to me. While I know an association can set such a level, what can they do and/or nor do?

Can the 10% change the CC&R's, change the Bylaws, elect people to the BOD, recall the BOD?

Thanks

The quorum can: elect/recall BOD, increase assessments more than 20% (20% and less only requires board approval), Change the by-laws.

CC&R Changes require 51% of all owners to sign the change to the CC&R.

For the members to call a special meeting requires 25% to sign a petition to have the meeting.. but only 10% to meet the quorum for the meeting...

Paul

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