adjourning an Election Meeting lacking quorum

Folks: For context purposes, I am trying to invalidate an election; as opposed to going to court. We have 5 members on our board. Two members control the board, and are out of control. In December, the term for these two members expired. They decided to run as a team for re-election.

The election was by secret ballot. At the annual meeting, the management company informed the attendees that there wasn't sufficient ballots to reach a quorum; and an "adjourned meeting" would be scheduled. The board and audience worked out a date for the "adjourned meeting" which was announced at that point in the annual meeting. Once the date was announced, the BOD didn't adjourn. We continued with a full slate of discussions for 2 more hours.

Subsequently, the adjourned meeting occurred, the quorum requirements were reduced to 25%, and the two out-of-control directors were re-elected. They won by 5 votes, with over 70% of the voters abstaining.

My question is about the definition of an adjourned meeting. Since the annual meeting continued after it was determined that an election quorum didn't exist, can the board use an adjourned meeting to count the ballots? Our by-laws indicate that an election should be scheduled at a Special Meeting with 10 days written notice if a quorum didn't exist at the annual meeting.

It seems to me that since the meeting wasn't adjourned after it was determined that a quorum didn't exist; then, the board should have called a Special Meeting. If correct, does it invalidate the election?

Two board members resigned as soon as the ballots were counted. A third member has stated that he will be resigning at our next meeting. If you have any ideas, case law, etc, your response will be greatly appreciated.

Point of clarification: the annual meeting had a full agenda. The election was the first item on the agenda. As soon as the Management Company determined that there wasn't a quorum (less than 30% of the homeowners had returned their secret ballots), the BOD called for an adjournment meeting. The meeting was scheduled according to the timeline outlined in the by-laws; and then, the BOD continued with the scheduled meeting.

The by-laws state "In the event that the annual meeting is not held: or the board is NOT elected thereat, the board may be elected at a special meeting."

My argument is the BOD should have adjourned the meeting after it was determined that a quorum did not exist. Since the BOD continued with the other items on the agenda, the meeting didn't adjourn. Doesn't the board need to stop the meeting, once they call for an adjournment?

Also, since the meeting continued, doesn't the BOD need to call a Special Meeting?

I don't believe that "May" is applicable in this instance. The BOD agreed to have another meeting. My argument is once the BOD agreed to another meeting, it should have scheduled a Special Meeting.

I totally agree that the BOD will ignore anything that I state on this topic. I need to audience on my side, so we can kick the board out.

Meant to say "shouldn't happen at the same meeting".

Gary,

Was the meeting on 12/19 the annual meeting of the homeowners, a board meeting, or some combination of the two?

My association has an annual member meeting followed immediately by a meeting of the BOD. If there was no quorum for the members' meeting and that meeting was adjourned, then it was entirely proper for the board to begin its meeting if it was scheduled.

The election was by secret ballot. Once the BOD determined that there wasn't sufficient ballots to make a quorum, they adjourned the meeting. Then, the association conducted its annual meeting.

Thus, the sequence was:
1. We start the annual meeting with BOD and members
2. The first item is the election; but there are insufficient secret ballots for a quorum. We follow protocol and schedule the adjournment meeting, announce the new date and end the election.
3. The annual meeting begins with #2 on the agenda and continues to conclusion. The meeting is ended.

Our by-laws call for a special meeting to be scheduled if the election cannot be held because of a lack of quorum. Obviously, by adjourning the meeting, the annual meeting would continue into January. However, the BOD adjourned the meeting after the new date and time was announced; and then, they started the annual meeting (in other words, the adjourned meeting was held). At the end of the annual meeting, the session ended. The BOD should have scheduled a Special meeting for the new election session.

I believe that the BOD needed to adjourn the second part of the annual meeting and schedule the election date at that time. Since they did it at the beginning of the meeting, the second park ended the session, requiring the BOD to call for a special meeting for the election.

I hope that helps. The real question becomes how the BOD ended the 2nd session. Does it matter that the session wasn't adjourned and the election date announced at the end.

You are referring to the election (reduction to 25% of the members casting secret ballots for quorum)? I will need to find it and type it. The CC&Rs and bylaws are a GIF file. You can't cut & paste.

I appreciate your patience, Gary, and you'll need more of with me. I've re-read your posts a few times and something isn't gelling for me. First, though, it sounds like perhaps you're on the board--are you? Second, it really does sound like your board blended together an "annual meeting of the members and election" with a "regular meeting of the board." If your board doesn't know any better than to do that, your PM should know.

As with Tim, I'd like to see the section in your bylaws that permit for a reduction of a quorum of the voting power from 30% to 25%.

Next, was your HOA membership provided written notice posted in a public place or etc., before the new meeting to count the votes was held? An announcement at the adjourned election meeting is not legally sufficient. This might be your best hope, but as you say, you must rally other homeowners around you.

Meantime, the Davis-stirling.com website should be really valuable to you--use the Main Index; go to elections.

As with LarryB, in our HOA we hold the annual meeting of members (homeowners), close the polls, etc. While our inspectors of Election (required in CA) count the ballots in an area outside of our meeting room, where any homeowner may observe the tabulation (also required by law) we (the Board) hold a regular meeting of the Board. At the end of the regular meeting, we adjourn and reconvene the annual meeting and an inspector of Election announces the results. Usually of 200+ units, we get 70-80 valid ballots, which exceeds our quorum requirement of 25%.

Unless hotly contested, attendance is very light at our annual meeting and election because absentee ballots are counted towards quorum. Also because of absentee ballots, no one votes by proxy though they're still permitted by our bylaws.

i really appreciate your assistance.

I apologize, but I don't have the bylaws available right now. If needed, I will reply with the needed information.

A little more info. We had two directors reach the end of term. One of the directors is the president and the second is an attorney, who runs the board and community. We have 493 SFD and condos under the Master documents. Our elections are conducted by mail-in secret ballot only.

Our meeting on 12/19 was started with the inspector announcing that there wasn't sufficient ballots to reach a quorum. The inspector contacted the HOA counsel, who walked us thru the steps to schedule an adjournment meeting. A new date was selected and the board announced an "adjournment" meeting for 1/9/2013. The BOD explained to the members that there were sufficient ballots for the adjournment meeting, where the quorum requirements were reduced. No further announcements or postings of the meeting occurred.

My only question concerned the adjournment of the meeting; and then, the board reconvened the meeting. I understand that you can adjourn a session and re-convene at a future date. Where I am confused is where the board re-convened the session on 12/19 to complete the agenda; but, at the conclusion of the evening nothing was said about the adjournment meeting.

I understand that I might be grasping at straws here; but, in my mind the board should have adjourned the meeting at the end of the session; and not 5 minutes after it began. Also, there wasn't any posting of the January election time/date, outside of at the 12/19 meeting.

I really appreciate everyone's help. Since i began this thread, the mayor, city manager, and city attorney have gotten involved. We have a real fight on our hands, and it all centers around one board member, who doesn't play well in the sandbox.

BTW: I have been trying to get my hands on the meeting minutes from Dec 19, without success.

I agree that the judge wouldn't overturn for the timing of the adjournment. However, when they didn't adjourn at the end of the 2nd meeting; then, the session was over. The by-laws state that if an election isn't held because of a lack of a quorum at the annual meeting; then, a special meeting should be called.

The unfinished business was the election, which was adjourned to January 9th. But, the annual meeting was conducted and concluded. Why wouldn't the board need to call for a special meeting and send out appropriate notification?

i don't believe that people really understood what had happened. No additional ballots were received between 12/19 and 1/9/13. The adjournment was a formality, which ended up favoring the existing board members.

You are raising really good points.

First, all candidates were within 10 votes of each other. There were 4 candidates and any could have been elected by a "hanging chad."

Second, I don't believe anyone considered if people could still vote. The message was "the vote is in. We don't have enough secret ballots for a quorum. But, based on procedure, if we wait until "X" date, then we have enough votes and can complete the election.

Third, if the election were held now, I don't believe that the two candidates who won the election would even run.

When the winners were declared, the remaining board members resigned. In retrospect, not the best way to protest, but the message was clear. Since the election, the two board members that won, have created incredible issues. They convinced the Mayor (a good friend of theirs) to have the police begin issuing parking tickets to homeowners living on the public streets. As the mayor stated in an email to me, "We think that the CC&R use restrictions can be enforced on a public street." The fact that the fine is $65.00 per day; versus, three warnings on the private streets isn't a concern for them.

In addition, we now have an appointed board that is of one mind. Even the most staunch allies of these two jokers objected to the appointees. I actually felt sorry for the two guys, who received boos and cat-calls when introduced.

I believe that this would be a perfect script for the Cohn Brothers to make a movie.

I agree with John46, Gary. There very well may have been some irregularities (to resort to a euphemism i don't like), but even if you can prove that some election behavior was downright illegal, I wouldn't pursue what already has transpired. The Board and PM will likely stonewall you.

But given the boos and catcalls, you and those who are likeminded need to band together, learn your governing documents, especially probably your bylaws (get them!) and start planning a recall election. Again, go to davis.stirling.com. to learn your rights as homeowners. In Ca for example, you must be permitted to read (even draft) minutes 30 days after a meeting (except executive sessions.) Make a written request to your PM for a copy. Also get a copy of your HOA's contract with your Management company. There may be a clause (as in ours) that the PM can do nothing the Board instructs that does against state laws or your governing docs. This may be a handy thing to have.

If you don't have enough support to mount a recall, attend open meetings and still learn all you can--with others if possible-- so that you & they can throw the bums out a year from now. Meantime, put knowledgeable, steady pressure on them. Yes, a year's a very long time to wait.

(Thanks to Tim for pointing out my error when I said the adjourned meeting must be properly noticed--it did not under these circumstances.)