Adjournment of Annual Meeting question

I have an inquiry re adjournment of HOA annual meetings. On 11/29 the 1st attempt to meet occurred and quorum was not met. The Secretary of the Board requested adjournment that night and 2 Board members agreed. The other 3 Board members declared a roll over and that is what the property manager honored. The Secretary has continued to request a 2nd attempt to meet with the purpose of attempting to involve members and achieve a quorum. He is meeting with opposition from the Property Manager, whose apparent behavior demonstrates support for the 3 Board members who declared rollover. Every one of his requests have been ignored by the property manager and the 3 board members (who conveniently declared a roll over).

Now the property manager responds via email that an annual meeting cannot be requested 2 months later! He has audio of his request made in Nov.2012. He has made numerous requests for an adjournment.
I have 2 questions:
1. Can he, as Secretary of the BOD, hold the annual meeting on his own with support of two other members?
2. Is the Property Manager breaking her duty to follow up on his request? Thank you, Dr. Ileana Vazque

We didn't have a quorum at our annual meeting. It was reflected in the meeting minutes. While we could not vote, we did not adjourn the meeting and continued through the agenda and discussion with those who did care enough to attend.

As for the elections, we had three people who did not want to continue on the board, so they asked for three volunteers from those in attendance. There were only three volunteers (out of about 30-some homeonwers). Because we couldn't hold elections, the old board appointed the new one.

I would think perhaps you could reschedule your meeting, but do you really expect better attendance? Apparently we never have a quorum at ours, which is why they just continued on the way they did.

I would say at this point it is already several months later to just continue until next year and do a better job trying to get folks to attend. If there is an issue with your board and that is why you wanted elections, then you could always attempt to recall those folks, but you may run into the same issues with apathy and finding replacements and getting them elected.

Perhaps your neighborhood has a different dynamic or someone else might give better advice, but based on what I've seen those are my suggestions.

As others say, refer to your docs.

Abscent any specific directives in your docs. your BoD has not violated FL law.

Our HOA has done similar for the last 5 years.

Does this equate to the 'right thing"? Maybe not.

Here's an article for your purusal:

http://blogs.sun-sentinel.com/condoblog/2012/08/rescheduling-hoa-annual-meetings-in-the-absence-of-a-quorum-a-fiduciary-duty.html

"Can he move on his own accord with the support of 2 Board members (now that is 3)....to conduct the annual meeting to include proxies of course?"

IMO No, he doesn't have that power. He can as a homeowner call a special meeting for a specific purpose if he can get enough homeowners to sign a petition calling for one unless your bylaws allow 3 Board members to call a special meeting. The particulars for calling a SM should be in your CC&R's.

What didn't happen at the Annual Meeting that he wants to rectify? I'm guessing a vote for some of the slots that got rolled over. In that case a SM to recall that person or persons would be the way to go. Although if you didn't have enough to make quorum, this might be a tough row to hoe.

Why only six, is that what your CC&R's call for or someone has resigned and not been replaced due to the Board tie? If that is the case you could hold a SM for the purpose of filling the vacancy and end the tie, one way or the other.

Let us be careful here. Ileana is talking about FL. A very heavy regulated association state She is using terms like "rollover" so who knows what that means.

I can say that some Bylaws do say:

1. That if a quorum is not reached then the meeting can be adjourned and readjourned, but proper meeting notice of the readjournment must be given. In one HOA I was a membr of this required 30 days of notice.

2. The amount needed for a Quorum is reduced by 50% per meeting. If say 100 were needed for a Quorum at the original meeting, then 50 are needed for a Quorum at the 2nd meeting and 25 are needed for a Quorum at the 3rd meeting. In one HOA I belonged to, several times we did go to a 3rd meeting before we had a Quorum and could proceed with elections.

My overall problem with the post is the fact that they are letting the Property Manager call the shots.

Hope this helps.

I am so very grateful for so many good folk offering good information and advice!

Our CC&R call anywhere from 3 to 9 board members. There is an even number because one member resigned. The Board is totally divided 3 to 3. The 3 board members who called 'rollover' did so because they control everything. The landscaping company owner confided to me that these 3 people called him aside and said, "Don't pay attention to the other 3 board members--only to us. The other 3 people are just there in paper, but have no decision making ability."

So with that being said, you can imagine the rationale behind the three Board members, one of whom is the Secretary of the Board, for wanting an election! He basically wants to have a fair election and do things according to our by-laws. We are a community of 181 homes, FL Statutes call for 30% quorum in an annual meeting, or approx. 55 members or proxies, which should not be difficult to obtain.

It is an extremely messy situation indeed! The even number is terrible and has a dead-lock. My alternative as a member of the community is to file an Intent to secure a Court Appointed Trustee to oversee matters, but this will entail a cost of about $2400 monthly for this person's salary.

I totally agree that a second meeting is in other, but the PM is blocking the petition of the Secretary of the Board, saying it is too late and she is quoting FL Statutes! Mind you there is an audio tape of that night's meeting whereby the Secretary of the Board said he wanted to adjourn and members in attendance also indicated their wish to adjourn. We have the option of filing for arbitration at a fee of $200.00 and this might be a solution.

The other option is a special meeting and having the 'majority of members'--in this case 91 members present or via proxies--so that the dilemna can be solved and these 3 controlling people be put to a stop.

I just thought that the fair thing to do would be an adjourned annual meeting. It would require 55 members present or by proxy vs. 91 with a special meeting. The Secretary of the Board is restrained by an even vote...so it appears that the wisest choice here is the Special meeting--even if it means more proxies and/or people!!! Seems that they better start knocking on doors.

Absolutely--that's where we're heading..then filing with the Clerk of County Courts...who will of course ask for mediation...The bureaucracy to enforce a democratic way of leading is so difficult for HOA members!!! Something must be done about these types of scenarios and abuses of power. The biggest barrier:
It takes money to fight...and the economy is affecting many people!

You need to further your research on Florida HOA BoD recalls.

The 'clerk of county courts' has nothing to do with recalls.

If you are sure that you have 50% +1 of the members/lots/parcels, etc. willing to support a recall it can be done without a meeting or vote.

You can begin your research here:
http://www.myfloridalicense.com/dbpr/lsc/LSCMHHOAForms.html

I forgot to add above, if you are suggesting removing enough BoD members to prevent a quorum you will need to have (replacement) members willing to be placed on the recall ballot to restore a quorum.

I think you are in over your knowlege base here. Best step back, get other like minded folks to research the issue with you and determine if you are up to this.

A recall, with adequate support, is easy but all steps must be completed with precision.