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elections/quorum

Started by LynneV1 • 9 replies • 1735 views

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LynneV1 (South Carolina)
Posts: 211
Posted:
Hello - I am clarifying an issue. We have 5 openings this year to our board - so far only 2 people are running on the proxy/ballot which was mailed out. We need a 51% quorum. We will take nominations from the floor on election night for the other 3 positions. My question is "since our bylaws state " ...if a quorum is not present ..we may adjourn the meeting to a time not more than 30 days away... At the reconvened meeting, the required quorum will be one-half of the required quorum from the preceding meeting." Hence we will only need a 25.5 % response from our 230 homeowners.
Our management company already sent out a letter with the proxies stating, "If a quorum is not reached at the 6:30 meeting, the meeting we be adjourned and will re-convene at 6:45PM."
I feel this is perfect - but at least 2 of our current board members disagree and want to wait the 30 days to re-convene.
I need opinions.

JohnC46 (South Carolina)
Posts: 14,265
Posted:
Lynn

In my former SC HOA we often had to go out to 3 meetings before we had a quorum. Each meeting the quorum required was reduced by 50%. We waited 30 days between meetings, but I cannot say we had to. I believe we had to in order to give proper meeting notification. I am sure if we could have done it the same night, we would have.

Hope this helps.
LynneV1 (South Carolina)
Posts: 211
Posted:
Yes - it helps-

I do not believe either candidate, or the community as a whole, is being disadvataged or harmed by an expedient election process. Especially when only 2, maybe 3 people, are definitely running for 5 open positions. Thanks.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Quote:
Posted By LynneV1 on 09/17/2013 3:17 PM
Yes - it helps-

I do not believe either candidate, or the community as a whole, is being disadvataged or harmed by an expedient election process. Especially when only 2, maybe 3 people, are definitely running for 5 open positions. Thanks.

I agree with you but, our SC Bylaws say (paraphrased): .....if a quorum is not present at the meeting, the majority of owners present at the meeting may adjourn the meeting to a time not less then 5 nor more then 30 days....

Our Bylaws prohibit what your MC is saying.

I suggest you also look at your docs. They may well say if less people are running then there are open spots, then an election is not required. They are on the BOD.

Also if only 2-3 on a 5 person BOD then they (the 2-3) can appoint/elect others to fill the vacant BOD spots.

Hope this helps.

LynneV1 (South Carolina)
Posts: 211
Posted:
Our by-laws do not say "not less than 5 days or more than 30 days.." to re-convene. I read on this web site a whiler ago that we could adjourn for 10 minutes and use the 1/2 quorum rule. Then the issue of notice came up, and then some one stated to send notice out in the original letter about the 2nd meeting 1/2 hr later.

Our by-laws are silent on 'if less people run than the open number of positions'....they mention that we should have enough people for each open position running....but with over 200 homes we cannot get nominees or votes. It seems that apathy rules in our community.
-Thanks.
TimB4 (Tennessee)
Posts: 21,062
Posted:
Lynne,

I've heard of holding a second meeting and having a reduced quorum requirement but I have not heard of simply recessing a meeting and obtaining the reduced quorum.

Typically, the meeting may be recessed/adjourned to obtain a quorum. However, when this happens, the same quorum requirement is in place. However, for a reduced quorum, notice requirements are needed to be complied with.

Can you provide the complete language of the section you cited?

We have similar provisions but it works the way I stated above. Here is our language:

At the meeting called, as provided in Sections 3 [Special assessment] and 4 [Increase in assessments greater than 5%] hereof, the presence at the meeting of members or of proxies entitled to cast sixty (60) percent of all the votes shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting may be called, subject to the notice requirement set forth in Sections 3 and 4, and the required quorum at any such subsequent meeting shall be one half (1/2) of the required quorum at preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.

Here is the language about obtaining a quorum:

"If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time-to-time without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or represented."

Perhaps you have similar language and the MC is meeting the notice requirements for the reduced quorum by including it in the initial notice for the original meeting.
LynneV1 (South Carolina)
Posts: 211
Posted:
I attached the paragraph below - But here it is:

"Section 7. Adjournment of Meetings. If any meetings of the Association cannot be held because a quorum is not present, a majority of the Voting Members who are present at such meeting, either in person or by alternate, may adjourn the meeting to a time not more than thirty (30) days from the time the original meeting was called. At the reconvened meeting, if a quorum is present, any business which might have been transacted at the meeting originally called may be transacted. The required quorum at the reconvened meeting shall be one-half of the required quorum at the preceeding meeting."

Below that Section 11. states: "Voting Members representing 51% of the total vote of the Association shall constitute a quorum at all meetings of the Association."

Also- from reading the above Sect 7., it seems it is not up to the board to adjourn and reconvene - but it is up to a majority of the voting members present at such meeting to decide on the issue of adjournment.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Quote:
Posted By LynneV1 on 09/18/2013 5:14 PM
I attached the paragraph below - But here it is:

"Section 7. Adjournment of Meetings. If any meetings of the Association cannot be held because a quorum is not present, a majority of the Voting Members who are present at such meeting, either in person or by alternate, may adjourn the meeting to a time not more than thirty (30) days from the time the original meeting was called. At the reconvened meeting, if a quorum is present, any business which might have been transacted at the meeting originally called may be transacted. The required quorum at the reconvened meeting shall be one-half of the required quorum at the preceeding meeting."

Below that Section 11. states: "Voting Members representing 51% of the total vote of the Association shall constitute a quorum at all meetings of the Association."

Also- from reading the above Sect 7., it seems it is not up to the board to adjourn and reconvene - but it is up to a majority of the voting members present at such meeting to decide on the issue of adjournment.

As I said earlier. Our docs read very similar except for one thing:

Ours say to a time not less then 5 days nor more then 30 days

Based on what you say then the letter from the MC does not even have to say such. It seems your Bylaws allow those there to do such and again and again maybe even.

This could have saved us a lot of money, time, and aggravation.

My only question would be who could make such a motion? Sees to me it is up to the BOD.

I do hope it is as simple as you are saying and seem to believe. Why do I think things are not that simple.......LOL

Best wishes.

TimB4 (Tennessee)
Posts: 21,062
Posted:
Lynn,

Thank you for that information. It's an interesting way of doing it.

Yes, your MC should not have specified a time of a reconvened meeting in the notice as it's up to a vote by the members present as to when to reconvene. However, at least it is letting all the members of the Association know that this is what will likely happen.
LynneV1 (South Carolina)
Posts: 211
Posted:
O'KAY THANKS - WE ALL SEEM TO AGREE THAT IT CAN BE DONE! THANKS JOHNC46 AND TIMB4 FOR YOUR HELP!!!!

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