Notice of Annual Meeting

Our HOA hasn't had an annual meeting in years, and we won't have one again this year. Our quorum requirement is 25% and difficult to obtain. We usually get about 15% to attend every time, which I believe is reasonably good, and if we ever have an annual meeting again I'm going to recommend we reduce our quorum requirement to 15%.

We have a provision in our governing documents that allows for a quorum reduction to 10% at the second attempt to have an annual meeting if a quorum is not met the first time, but our current board won't use it citing the "expense" of noticing the meeting again is too great. As they did last year, they intend to simply appoint who they want to be on the board at the next board meeting, which is next Monday evening. Only two candidates have come forward anyway, but our governing documents allow for members to be nominated from the floor of the annual meeting, and we've had association members step up at the meetings before.

Ironically, our association has actually taken the steps to go door to door to have members sign off agreeing to email notification of meetings. The communications director has compiled this email list, said it is complete, and actually emailed the list to all members.

Our bylaws, not our Declaration, address notice of any membership meeting. I make this distinction for a reason, as you'll see. I know the industry norm is to snail mail membership meeting notices, but I believe this statute of Virginia code allows for email notification. The code was last amended in 2010, while our documents were drafted in 2006. The first paragraph seems to me to be clear that in Virginia membership meeting notices can be sent via email if the member agrees to this. Provisions would have to be made to snail mail notice to any member that wanted to continue receiving notices this way.

Please read this statute and share your opinions as to whether or not a simple email noticing any membership meeting is all that is needed.

https://leg1.state.va.us/cgi-bin/legp504.exe?000+cod+55-515.3

Thanks

Believe me Larry, I agree with you 100%

Cf,

I recalled an earlier thread on what defined a meeting (as technically you had an annual meeting you simply failed to meet quorum and therefore were unable to conduct business).

At that time, I posed the question to the VA ombudsman. I posted her reply in that earlier thread but will re-post it here as well:

From Tim:
A simple question but I'm not sure the answer is simple.
If an Association calls a meeting with all requirements (notice, date, time, membership list available, etc.) being met to hold the meeting and a quorum is not present so no business was conducted. Did a meeting take place?

I know that the options are having a recess, adjourning to another date and time, or just adjourn.

What I'm trying to determine is, did the Association meet its obligation and hold a meeting even if a quorum was not present.

From Ombudsman:
Is this for an annual meeting or a board of directors meeting?

From Tim:
Thank you for the quick response. This would be for an Annual meeting.

From Ombudsman:
Thanks and no problem. I am not giving you a legal opinion here, because quorum requirements are not really part of the common interest community laws or regulations. They are typically part of your own governing documents or part of the Virginia Nonstock Corporation Act and I do not have jurisdiction over any of those. I did a little research on your question and based on my reading, it appears that the association probably has not met its obligation until it follows through on the alternatives available under your governing documents for a lack of quorum - adjourn and reconvene, etc. Annual meetings are too important to throw to the wayside because quorum could not be obtained in one attempt. The association should probably review its bylaws carefully to determine what its options are, follow through on those and only after diligently attempting to hold the annual meeting should it give up and wait until the next year's annual meeting. There does appear to be a reasonableness standard to all this as well - they make a reasonable effort to hold an annual meeting that would be valid based on the quorum having been met.

All this being said, keep in mind that I am speaking in the most general of terms here. I have not read your governing documents, I don't even know the name or size of your association. I am responding only to the information you provided to me, and attempting only to give you very general information that does not even come close to the level of a legal opinion. I would strongly suggest that the association consider working with an attorney in order to make certain that it is meeting the requirements of its governing documents in terms of holding an annual meeting, reconvening, or doing whatever is necessary to carry out its duties under the bylaws and under the law.

Hope this helps. Keep in mind there is no common interest community law that governs this - this really is internal to the association.

Cf

We are in the process of attempting to change our Quorum requirements. At present it is more then 50% (57 of 113 to us). We have never had more then 30% attend. We want to change it to 20%. Our lawyer informed us that over 50% must agree to the change in order for us to change it.

We have not exactly settled on how we are going to do such. We are discussing two methods with our lawyer:

1. Sending out a Proxy with wording that would do two things. Establish a Quorum at our Annual Meeting and allow the BOD to modify the Quorum requirements. Along the lines of a General Proxy allowing the BOD to cast their vote(s) as we desire.

2. Sending out a Proxy that would by returning the Proxy, be counted toward establishing a Quorum. Plus have the Quorum change detailed and Owners vote Yes or No on it. Along the lines of a Directed Proxy.

We also will be having our first BOD Election at the Annual Meeting, so we have a bit on our plate.

potential answer:

Who knows? We are only volunteers doing our best! What do you mean: In the documents?!

A perfect example of Nonfeasance.

Unfortunately it may, too oft, be typical.

JohnC,
I was asking my question to you because wondered if you knew something about SC law that I'm not aware of concerning amending CC&Rs. I thought it was always spelled out clearly in the CC&Rs. I wondered if your CC&Rs were not specific? It was not intended to be a criticism, just curious.