Special Meeting Quorum and Subsequent Meeting

Started by JamesS32 • 10 replies • 2458 views

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JamesS32 (South Carolina)
Posts: 3

Posted:

Sorry for the length of this, but we have a mess on our hands. We have petitioned our HOA for a special meeting to remove/elect the board.
Our bylaws state the following for the quorum:
51% percent of all the votes of each class of membership, present in person or represented by proxy, shall be required and shall constitute a quorum at the first meeting of members for the transaction of business, except as otherwise provided by statute, ccrs or these bylaws. If a quorum shall not be present in person and by proxy at such meeting of members, another meeting may be called subject to the same notice requirements and the required quorum at the subsequent meeting shall be 1/2 of the required quorum at the preceding meeting.

There is our HOA is 700 members, there is no way that we are going to have a quorum for the 1st meeting. 2nd meeting quorum is achievable.

Here are my questions:
1. For a special meeting called by the members to remove the board, who controls the meeting?
2. If the board control the meeting, how can we 'force' them to hold a subsequent special meeting?
3. Assuming we have already given notice of the subsequent meeting (5-30 days), can it be held immediately after the adjournment of the 1st meeting, where we know a quorum will be present?

MelissaP1 (Alabama)
Posts: 13,836

Posted:

The more important question here... Do you have enough members willing to volunteer to be on the board IF you were to recall the current board? Something that should always be considered when wanting a new board... How many truly want to be there? Plus did they even run the first time around?

Former HOA President

JohnC46 (South Carolina)
Posts: 14,265

Posted:

James

Where is this HOA?

When is your BOD election?

Might be easier to gain support to replace the BOD at election time then recall them. We did that in a 700 member HOA in SC. Took two election cycles to replace them all. We "evened" the BOD out the first election cycle with 3 always voting one way, three the other way and one deciding. Next election we had a 5-2 control and things settled down.

Do not forget proxy usage. Proxies were the vehicle we used to get a quorum. We had owners going around to discuss the situation with other owners and gather their proxy.

Hope this helps.

JamesS32 (South Carolina)
Posts: 3

Posted:

Melissa, the board have angered so many people that yes we have enough to replace the board of 7. We even have some of the old board that are willing to do it again.
We also have enough volunteers that are signed up to fill the various committees.

John HOA is in Greenville SC. The BOD election was in February but as there was not a quorum, the BOD adjourned the meeting with no business. They have not called the 'subsequent' meeting and have no intention of doing so. We either have to force the issue now or wait until next February. In the interest of our community we don't want to wait that long. Who knows what damage will be done in the next 8 months.

We have enough proxies for the 2nd meeting, that is why the BOD won't call it. We have a large number of rental properties, so getting to the 51% even going door to door is proabably not a realistic possibility. That is why we need to know who controls the special meeting. Can we preside over it, or can we appoint a 3rd party. If we give notice of the special meeting and the subsequent meeting on the same day to the members, can we call the subsequent meeting immediately after adjournment of the first meeting.
We are worried that if the president controls the meeting he will not allow us to call the subsequent meeting.

TimB4 (Tennessee)
Posts: 21,062

Posted:

Quote:

Posted By JamesS32 on 05/25/2013 11:26 PM

1. For a special meeting called by the members to remove the board, who controls the meeting?

Typically the governing documents specify that the President presides over all meetings of the Association. Since the meeting is still a meeting of the Association, the President would preside.

Quote:

Posted By JamesS32 on 05/25/2013 11:26 PM

2. If the board control the meeting, how can we 'force' them to hold a subsequent special meeting?

Technically, since the governing documents make it optional, calling another meeting would be the decision of the Board.

I would strongly suggest that you start soliciting proxies and gather enough to have a quorum. If you can't get a quorum at the first meeting, perhaps that is saying that the majority of the membership is ok with the way things are being done. Of course it could just indicate the apathy of the membership.

Quote:

Posted By JamesS32 on 05/25/2013 11:26 PM

3. Assuming we have already given notice of the subsequent meeting (5-30 days), can it be held immediately after the adjournment of the 1st meeting, where we know a quorum will be present?

No.

You need to hold the first meeting and if there is no quorum present a second meeting can be called but with the normal meeting requirements. At the second meeting the reduced quorum requirement would take affect.

You could adjourn the meeting to reconvene at a later date. However, this process would still require the initial quorum requirement.

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Quote:

Posted By TimB4 on 05/26/2013 8:20 AM
Technically, since the governing documents make it optional, calling another meeting would be the decision of the Board.

I disagree with this; at least, it is not proper parliamentary procedure.

If the governing documents state that the option of calling a second meeting is the board's decision, then your statement is correct.

However, at a meeting of homeowners, the "board," that is, a director, has no more authority than any other homeowner. At a meeting of homeowners, a director does not vote or make motions as a director. A director now votes and makes motions as any other homeowner. The officers retain their positions, but officers, typically, have no vote anyway. So, while the president still presides and the secretary still records the minutes, the "authority" resides with the homeowners.

Thus, according to proper parliamentary procedure, any homeowner can make a motion to call a second meeting according to the bylaws and the question must be put to the homeowners for a vote.

Of course, this assumes that the bylaws are silent on whose decision it is to call a second meeting and it also assumes that the officers understand and adhere to proper parliamentary procedure. In practice, that's not likely to happen since things aren't going according to their liking. So, they will behave like mini-dictators and have things their way.

By the way, also, according to parliamentary procedure:

The president presides.

If the president is absent, the vice-president presides.

If the president and the vice-president are both absent, the secretary calls the meeting to order and the first order of business is for the assembly to elect a president (or chair) pro-tem.

If the secretary is also absent, the next ranking officer would call the meeting to order, If no officer is present, any member can call the meeting to order, but the first order of business is always to elect a president (or chair) pro-tem.

Understand, that if the officers (who are also most likely directors) are not present and do not participate in the meeting, they are also not likely to be willing to accept the results of any votes taken at the meeting and will claim that the meeting was somehow improper or illegal.

TimB4 (Tennessee)
Posts: 21,062

Posted:

Quote:

Posted By BruceF1 on 05/27/2013 4:59 AM

Thus, according to proper parliamentary procedure, any homeowner can make a motion to call a second meeting according to the bylaws and the question must be put to the homeowners for a vote.

Bruce, I agree that a motion could have been made at the meeting. However, I would question the validity of the vote for such a motion.

Typically the governing documents only allow those present at a meeting where a quorum is not present, to recess and reconvene the meeting from time to time so actions can be taken to try and obtain a quorum. My understanding is that, without a quorum, this is the only motion (other than adjournment) that can be made and voted on by the membership.

Regardless if my understanding is correct, I was commenting with the expectation, based on James's posting, that no such motion was made and the meeting was simply adjourned. If this happened, the choice would now be the Boards.

Quote:

Posted By BruceF1 on 05/27/2013 4:59 AM
Of course, this assumes that the bylaws are silent on whose decision it is to call a second meeting and it also assumes that the officers understand and adhere to proper parliamentary procedure.

My Association has a similar option that if a quorum isn't met, a new meeting may be called and at that meeting the quorum would be cut by half. However, that language associated with the ability to cut the quorum in half is silent on who would actually call the second meeting. Therefore, it would be logical to look elsewhere in the documents to see who is allowed to call meetings as it's typical for the documents to specify who calls meetings of the membership.

From the governing documents I've seen, it is the Board who calls meetings of the membership. Members may call a membership meeting for a specific purpose. However, they do this by petitioning the Board. It's still the Board who then calls the meeting based on the petition.

CarolR11 (Colorado)
Posts: 2,563

Posted:

Bruce's explanation of homeowners' roles in a meeting of the members also is my understanding.

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Quote:

Posted By TimB4 on 05/27/2013 7:54 AM
Bruce, I agree that a motion could have been made at the meeting. However, I would question the validity of the vote for such a motion.

Typically the governing documents only allow those present at a meeting where a quorum is not present, to recess and reconvene the meeting from time to time so actions can be taken to try and obtain a quorum. My understanding is that, without a quorum, this is the only motion (other than adjournment) that can be made and voted on by the membership.

An interesting argument, except that, in those situations where the bylaws state that a second meeting can be called with a reduced quorum, that motion is also allowed without a quorum. Thus, it still holds that, unless otherwise provided in the bylaws, it is the assembly (homeowners), and not the directors, who have the authority to call a second meeting at a homeowners meeting, not the directors.

Quote:

From the governing documents I've seen, it is the Board who calls meetings of the membership. Members may call a membership meeting for a specific purpose. However, they do this by petitioning the Board. It's still the Board who then calls the meeting based on the petition.

Some governing documents, and state laws, allow the homeowners to call a meeting on their own if the board fails to do so within a specified period of time. Our bylaws state that it is the secretary, not the board, who must call a special meeting of the homeowners if a sufficient number of homeowners demand it.

I think it is regrettable the people disregard parliamentary procedure and do not take the time nor make the effort to try to learn proper parliamentary procedure. By not doing so, they are not availing themselves of the opportunity to learn what their rights as individuals in an organization are. Thus, they yield to others the ability to control them and to deny them their rights.

JamesS32 (South Carolina)
Posts: 3

Posted:

Thanks for your replies. The bylaws for special meetings says: "Special meetings of the members may be ca;;ed at any time by resolutions of a marjority of the board of directors, the request of the president, or by the president at the written request of the developer or of the request of 25% of the members. Any such request shall state the purpose or purposes of the special meeting requested. Business transacted at all special meetings shall be confined to the purposes as stated in the notice."
Now in SC we have no hoa laws such as in Florida. We have the non-profit corporation act which governs the HOA. The special meeting under SC law section 33-31-702, which the HOA lawyer confirmed takes preference over our bylaws says: "A corporation with members shall hold a special meeting of members; 1. on call of its board of the person or persons authorized to do so by the articles or bylaws; or 2. except as provided in the articles or bylaws of a religious corporation, if the holders of at least five percent of the voting power of any corporation sign, date, and deliver to any corporate officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held."
It then goes on to say that the board has to call the meeting within 30 days, or the members petitioning may call the meeting with proper notice to the rest of the members.

BruceF1 (Connecticut)
Posts: 2,535

Posted:

Quote:

Posted By JamesS32 on 05/27/2013 11:24 AM
It then goes on to say that the board has to call the meeting within 30 days, or the members petitioning may call the meeting with proper notice to the rest of the members.

So, there you go.

Unfortunately, do not expect your board to give up easily. Historically, control freaks seldom, if ever, give up their rule willingly. They will always claim their opponents didn't follow the rules (which they make up), or something similar.

I know it's a sad commentary on the human race, but there are some people who would rather rule society than be an equal partner as a member.

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