Board Elections

Started by RogerM • 20 replies • 5223 views

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RogerM (Florida)
Posts: 18

Posted:

I am a homeowner in a 300 home community in Central Florida. For many years (over 5) the same core persons have made up the Board of Directors. Every AGM they, and the Management Company, tell the meeting that because a quorum has not been achieved (90 Owners or proxys)no elections can take place. I have prima facae evidence that some proxys are not recorded so of course it is unlikely that a quorum can ever be achieved. The directors remain in office. I'm not sure that they are legally entitled to remain in office, and have challenged this, but I have never received an answer on this point from the HOA attorney. Because of the inability to affect change a great deal of apathy has set in, which makes the quorum situation worse. I, and a number of other owners are disatisfied with the way the HOA is run and how our money is spent. I have tried writing to the Board members, the Management Company, the Attorney, the Auditor, making various suggestions so that new faces with some fresh ideas could gain access to Board Election, but either I receive no reply or I get a rather bullying response from the attorney. I have considered employing an attorney but this is of course costly. I have also considered contacting the Florida Legislature who offer a arbitration service. Does anyone have any ideas as to a further course of action, or any experience of a similar situation. Thanks for any advice.

JackJ (Florida)
Posts: 40

Posted:

You sound as though you are at your wits end and your situation sounds very lopsided in perpetuating the current board.
If you have a group among your members who feel as stronly as you do you might want to consider pooling your money and hiring an attorney who is well founded in HOA matters yourselves.
This may sound like a radical and expensive solution but if you have enough support among the members the cost to each of you may not be prohibitave and the results may be beneficial to all members.
As with any HOA however you will have to do a lot of "leg work" to get people interested in your cause who otherwise probably never attend meetings.

JackJ (Florida)
Posts: 40

Posted:

A couple of innovations our small association has undertaken regarding annual elections includes the selection of vote counters by lottery who are supervised by the Treasurer who is not a board member, also no board member or member of his/her family can be involved in the vote or proxy counting.
In your case I would include anyone affiliated with the management company in that group.

RogerM (Florida)
Posts: 18

Posted:

Thanks Jack. You have very quickly grasped our situation. I have suggested impartial scrutineers. This has been refused.I have suggested a Finance Committee to oversee expenditure. This has been refused. Contrary to our Auditor's advice. I have always believed that our case will finish up in the courts. It just depends how many people are going to "put their money where their mouth is". Thanks again.

JaimeW (North Carolina)
Posts: 24

Posted:

Another idea would be for you personally to go around to your neighbors the next time there is an annual meeting and get proxies from them if they can not attend that way there is sure to be a quorum in order for a new Board to be elected. With you having alot of proxies you get to vote the way you and the other homeowners have discussed. Make sure to have the homeowners fill your name in as the designated proxy, if they don't then the current Board gets to vote on their behalf.

I am in the Property Management business in North Carolina and have seen homeowners who have done this in order to get something changed. I have seen some owners that have come to the meeting with 20 to 30 proxies by themselves.

JackJ (Florida)
Posts: 40

Posted:

Roger: Since you are in Florida your association of course is subject to Florida Statutes 720. Perhaps you and others should familiarize yourselves with these statutes, the new ones were passed last October.
You might find that they could be useful in your quest to get representation and solutions to the mess you seem to be in.
The web site for the statutes is: ccfj.net/HOAFS720partI.htm

Jack

RogerM (Florida)
Posts: 18

Posted:

Thanks Jamie. I have done as you suggest for the last two AGMs. I held over 30 proxys both times. This would have ensured my election to the Board easily. Unfortunately a quorum (90)was not achieved. The non recording of proxys by some members of the present Board (I have only prima facie evidence of this -I inspected the record of proxys and found that members who told me that they had given their proxy to Board members were not recorded)was a factor. It is not however illegal not to register proxys, unfair perhaps, but not illegal.
I seem to keep shooting good suggestions down, but I'm really grateful for the help. Keep them coming.

pererag (Florida)
Posts: 7

Posted:

Roger: I had kind of the same problem. For last annual meeting, I hold the proxy until the board told us how many proxy their have and how many people were present. At that moment, I give the management Company Representative the Proxy that I collected, and a quorum was establish. Some time you need to do the same that they do to make sure everything in done correctly. In that way we put 2 new board members, and start asking for answer...At this point we will having a meeting to discuss the actual President that has been there for 2 years, doing nothing, except disrespect homeowners and do everything that he want, sometimes even after the board decide something different.
I can tell you the process is slowly & difficult, but you can have some results soon. Good luck

AudreyB (Florida)
Posts: 104

Posted:

Hi Jamie,

What should be written on the proxies, in order to elect new members?

Also, I need to know the same about proxies to rescind this boards amendment to our Articles of Incorporation for their yearly gift program too.

These two proxies should be kept seperate, right?

Since you are in Property Management, have you heard of other boards requesting compensation in order to aviod hiring a Management company and encourage new board members to be elected, by amending the Articles of Incorporation that says " “There shall be no dividends paid to any of the members, nor shall any part of the income of the corporation be distributed to its Board of Director or officers. In the event there are any excess receipts over disbursements as a result of performing services, such excess shall be applied against future expenses.”

The BOD amended the word "dividend" to read "gifts." The Board obtain their votes by cavasing the neighborhood. Too many people believed that the board was conducting a survey only to be told in the Newletter, "thank you for your votes." What's your opinion about this?

Thank you for your help.

AudreyB

RogerM (Florida)
Posts: 18

Posted:

I am in Central Florida. I have consulted the Florida Statutes 720 but can find nothing which provides me with any guidance. There is nothing in our Articles or By Laws.

Does anyone know the answer to this question? -

Our Aticles and By Laws require Annual Board elections. For many years no elections have taken place because there has not been a quorum. The Board have remained in office. There is nothing in our Articles or By Laws that says that the Board can remain in office. Does anyone know what law, regulation, or rule allows the current Board to remain in office? If so could you tell me? Many Thanks.

LisaS (Illinois)
Posts: 341

Posted:

It's interesting that your bylaws don't allow for expiration of terms as they so require elections. Is there anything within them that states the Board cannot stay? Ours do not require a quorum (of the entire association) for election, just a majority vote of those that attend. Each member in our association cannot serve more than a 2 year term without the benefit of being re-elected.

Good luck.

AudreyB (Florida)
Posts: 104

Posted:

Hi Roger,

If this Board is out of control as you describe, have you considered recalling the Board? I realize you need a quorum and possibly need to count the proxies as well, but now you know how to handle those proxies at your next meeting.

I live in Central Florida too. I am also a former Board member.

FL Statues can also be found on www.leg.state.fl.us Once at Statues go to XXXVI Business, then click on 617 Corporations not for profit.

I hope these FS will help you:
FS 617.0601 Members, generally (paragraph 7-- last sentence)
FS 617.0721 Voting by members
FS 617.0806 Staggered terms for directors
FS 617.0824 Quorum and voting
FS 617.0842 Resignation and removal of officers
(paragraph 2)

Is there anything in writing within your documents that says the member you have the right to peacefully assemble with other members? Then, find a place, like a church or school to hold such a meeting (usually free or a small fee).

I guess, you would have to send or hand out invitations to your ASSEMBLY. Just don't call it a MEETING. It's your ASSEMBLY and you may need to educate the others to help you at the next election. I would have proxies already made up for recalling the board, to hand out to those who showed up for your ASSEMBLY, and give them extra copies of the proxies, to hand to others who did not attend your ASSEMBLY.

At the annual meeting for elections of directors, if a quorum is not met again and they do not count the proxies again, I am not 100% positive, but I believe, you have the right to make a motion, to the other members, to recall this Board. Since you had the ASSEMBLY, there would be someone within the membership that would second your motion, to form your quorum and count those proxies for RECALLING THE BOARD, so you can take your rightful position on the Board.

The cost would be two packages (500 count)of paper, small fee for the room for the Assembly if it wasn't free, and your time. That is of course, if you don't mail
($.37 x 300 = $111) the invitatons with the proxies.

Sound like a plan?

I Wish You Good Luck,
Audrey

AudreyB (Florida)
Posts: 104

Posted:

Hi Jamie,

I just found out something very interesting. One of our board members, who is the treasurer, was out sick last month and this mont's Board meeting due to surgery. A board member has taken his place. If that board member is not at the annual meeting, without an alternate sitting in, would that put the board without a quorum for elections to take place? The board has not had an alternate sit on the board in the mean time, because, the board feels it's too close to election time why bother.

I look forward to the proxies when you get the chance.

Thank you,
Audrey

RogerM (Florida)
Posts: 18

Posted:

Thank you Lisa and Audrey for your advice.

Lisa. Unfortunately our Articles and By Laws make no reference to how long a member may remain on the Board thus they put no limit on the term that a Board member may serve. The Articles require a one third of the membership to be present or provide proxy's for elections to take place. So no quorum = no election = no change. The Board remains in office. If a Board vacancy does arise they appoint friends or persons who will vote with the President and his wife. If a member applies for a Board vacancy who the president and his wife do not consider will "do as he/she is told" they do not get the appointment.

Audrey. Thanks particularly for your assistance. I have looked at the Florida Statutes and in at the clauses you have suggested. There doesn't appear to be anything that will apply in my case. As regards your plan of action I will need time to think this through. I note you live in Central Florida. I would be interested in the name of your Association's attorney. I believe our case will have to go before the courts and I am not satisfied with the impartiality of our Association's attorney. Perhaps you could email me at [email protected]. (I hope that's allowed? - hoatalk - I don't want to take up unneccessary space on the forum)

Thanks again to you both.

hoatalk (California)
Posts: 603

Posted:

Posted By RogerM on 09/13/2005 4:14 AM

Perhaps you could email me at [email protected]. (I hope that's allowed? - hoatalk - I don't want to take up unneccessary space on the forum)

No problem with this. If members need to take more private issues offline, that makes perfect sense. Thank you for asking.

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RogerM (Florida)
Posts: 18

Posted:

Further to my previous posts on this subject I would be grateful to members for any advice they may be able to give on the following.

I am in Central Florida. Our By Laws state that the Board of Directors shall meet "not less than once each month" In five years minutes for only one meeting exist i.e. our rules require that 60 meetings should have been minuted during the last 5 years, we have minutes of only 1 meeting.

I have twice asked our managers to provide me with copies of the minutes of all Board meetings over the last 5 years and they insist that they have provided me with them all.

Could the failure to hold Board meetings in accordance with our By Laws be grounds to recall the Board? I realise that this is a legal question but I would be grateful for any comments from members before I contact our attorney.

Thank you for any assitance.

LisaS (Illinois)
Posts: 341

Posted:

It sounds as if you are willing to take the next step- which will likely be talking to an attorney or someone at your state level who may be able to help/steer you in the right direction. HOAs have become a hot topic for states.

Most states have fairly strict laws about providing minutes, conduscting meetings, and audits of account. Also, request to view records of the association should be opened on request as well.

I have only briefly skimmed Florida law, but it appears the lack of care paid to these things in your association may be your launching pad to remove the existing Board.

best of Luck,
Lisa

RogerM (Florida)
Posts: 18

Posted:

Thanks Lisa for your advice. I do believe that the dispute with our Board will indeed go to State arbitration, or to the Courts.

This is not of my choosing. Not only does it do little to encourage community spirit it also costs everyone, both in time and money. I am particularly concerned that the Board has in the past used HOA funds to fight their side of an issue. There is nothing in our Articles or By Laws which prevents this.

I am content to pay the Florida State $200.00 filing fee for my case to be Arbitrated but the Florida Statutes further state:-

"At the conclusion of the proceeding, the department shall charge the parties a fee in an amount adequate to cover all costs and expenses incurred by the department in conducting the proceeding."

Does anyone know what sort of figure these cost might be? I'm obviously concerned that the costs could be more than what my pocket can bear. I'm confident in the justice of my case, but the law doesn't always produce decisions that do justice to cases.

Hoatalk. I may have missed it but does the forum have a spelling and grammar checker? I'm afraid my spelling is a bit flaky and I like to check postings before I send them in. Please could you advise on access if we do have this facility? Many thanks.

hoatalk (California)
Posts: 603

Posted:

Posted By RogerM on 09/18/2005 4:24 AM

Hoatalk. I may have missed it but does the forum have a spelling and grammar checker? I'm afraid my spelling is a bit flaky and I like to check postings before I send them in. Please could you advise on access if we do have this facility? Many thanks.

You can install a spell checker in your browser. There are two we have tried:

(1) IESpell: Download free at IESpell.com. This one works like the one in MS Word. Once installed, you can right-click on your message and choose the Check Spelling option. I've not used this one much, but it looks good.

(2) Install the Google toolbar. This is nice anyway, because it puts a Google search box on your browser toolbar. It also puts a spell check icon there, called ABC Check. Get it at Google.com: Go to google.com, click More on the upper right, scroll down and find Toolbar, under the Google Tools option. I've been using this one for over a year and it's great.

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RogerM (Florida)
Posts: 18

Posted:

I have previously sent in a number of posts about problems I am having with my HOA Board. Regrettably I have reached the conclusion that litigation is the only recourse I have. Does anyone know an attorney in the Orlando/Kissimmee Florida area who may deal with HOA problems? I can be contacted at [email protected]

Thank you for any help.

JackJ (Florida)
Posts: 40

Posted:

Roger; Is there no one besides yourself who will take an interest in what is going on at your HOA?
After reading all of your posts it seems that you are all alone in your quest for justice.
Perhaps you should consider moving. An HOA that does not properly manage its property and enforce its regulations can only turn into a hovel.

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