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MarqA1 (Michigan)
Posts: 24
Posted:
I am part of a 4 member Board with 3 non-responsive members who have been in office for as long as the HOA has existed (8-10 years) due to minimal involvement by homeowners, which is 15 homesites.

As much as I have tried we have not had a meeting in 18 months.

Bylaws state we should have an annual meeting but this year we did not have a quorum, only 3 Board members showed up so everybody just left. I tried to get a follow up meeting but nobody responded. About the only thing I can find in Bylaws is that we 1) should have an annual meeting (does not specify if it's Board or sub but assume it's later), 2) that the Board is supposed to approve the budget (has not happened due to no meetings).

If it weren't for the fact that we have outstanding budget/reserve issues and non-compliance issues I wouldn't try to resolve. It's pathetic that nobody on the Board will give up their position yet they do nothing and the residents don't care.

So my question:

When does it become fact that due to lack of action the current Board is in default? If there is something definitive I can then use that to try and make some changes despite the fact it will create bad feelings.
SheliaH (Indiana)
Posts: 6,964
Posted:
You've answered your own question - no one else is willing to step up and apparently are in a coma when it comes to the budget and reserves, so you're left with the current board members who, unfortunately, don't care either (otherwise, they'd be addressing the budget and rules enforcement). Some bylaws state the board can appoint members if no one volunteers or won an election over an incumbent, so check yours (it may be in the same area that dictates the annual meeting).

By the way, this also includes YOU - by saying "it weren't for the fact that we have outstanding budget/reserve issues and non-compliance issues I wouldn't try to resolve," it would appear you're just as bad as your colleagues. If you don't want to do the work, resign, but understand that if there is no board at all, the entire community is at risk for serious problems if the Association is pretty non-existent.

It may be it's time to dissolve the Association, but there are expenses and legal ramifications around that, so I would suggest if you want this fixed, you might start with sending everyone a serious "come to Jesus" letter about the matter and see what happens. If you still don't get a response, you may need to make a heavy decision as to whether you want to stay in this community. If the Association has serious budget and reserve issues, it probably has some serious trouble coming down the road which will catch everyone off guard and ultimately cost lots of money to resolve. Better to let the others sit in the middle of the street and get run over - serves them right if they don't have enough sense to get out of the way!

Good luck!


If it is not right do not do it; if it is not true do not say it. Marcus Aurelius
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Marq

Look at your docs and find out to call a Special Meeting. This assumes you can get others to go along with you as in convince them to.

Most Special Meetings are only allowed to address the reason it was called for such as Budget Shortfall. They are not open bytching sessions.

BobD4 (up north)
Posts: 1,002
Posted:
Does non-responsive mean clinically dead

If association of 15 has few or no common properties and provides no services of value enough to get quorum, why not check for winding up or termination. ( Condo law in my jurisdiction allows a single owner or mortgagee to seek judicial winding down. Check your counterpart ) Your issues look already past solutions.

MarqA1 (Michigan)
Posts: 24
Posted:
Just to clarify, I do care about what is, is not, going on. We hope to be here for some time and I understand that the lack of action today can lead to severe consequences in the future.

I did some searching at the state level, this answers one, maybe two, of my questions.

The required meeting is a meeting of the members which we technically have not had for 2, maybe 3 years since we have not had a quorum (35% of homeowners) in person or proxy. Since I cant get anybody to hold a meeting to discuss/come up with agenda topics our annual meetings have no structure so even if there was a member who wanted to use a proxy vote we could not support.

MEMBERSHIP MEETINGS
5. Is an Annual Meeting of Members required?
Answer: Yes if a non-profit corporation.

BOARD MEETINGS
12. Are Boards of Directors required to hold Regular Board Meetings?
Answer: It depends on the Bylaws of the Association. Nothing in the Nonprofit Act
but the Board shall meet sufficiently to properly manage the Association.

I could not find anything related to default, but clearly by the fact the board is not meeting any of the min requirements seems to suggest it is non-existent.

So now it's a question about how to start over?
CyrstalB (Maryland)
Posts: 457
Posted:
Wouldn't a quorum only be necessary if you are holding votes of some kind? Does it specifically state that you can not hold a meeting unless you meet a quorum?
FredS7 (Arizona)
Posts: 927
Posted:
It's hard to believe that you can't get 5 proxies by ringing on doorbells.

If you really can't, it's time to think about a court-appointed conservator. Maybe circulating a one-page description of what that would mean would help wake people up.

In the state you describe it's probably best to focus on finances and reserves not violations.
TimB4 (Tennessee)
Posts: 21,059
Posted:
Quote:
Posted By MarqA1 on 11/27/2014 11:49 PM

The required meeting is a meeting of the members which we technically have not had for 2, maybe 3 years since we have not had a quorum (35% of homeowners) in person or proxy.

Marq,

Actually, you have had the meeting. You simply, due to lack of quorum, could not conduct business at the meeting. If a meeting date is set, notice sent out, people attended, people were in place to run the meeting - the meeting happened and the requirement of an annual meeting was complied with.

Having a quorum is not a requirement of having a meeting. It's a requirement of conducting business at the meeting.

If business could not be conducted, then elections could not be held. Corporate law typically specifies that despite a Directors term of office, they remain in office until their replacement is elected or appointed (unless they resign).

It's sad to believe that your Association is unable to obtain a quorum. A quorum of 15 homes = 6 lots/units (5.25 rounded up). Per a previous post, you had three board members at the last annual meeting. That would have made half the quorum.

I agree with others who have suggested that you start knocking on doors and obtain proxies. Expecting that those same three board members show up, you would only need 2 proxies to make a quorum (3 board members, yourself and the 2 proxies). I suspect that if you could get 3 proxies, you would control the votes.

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