Minutes for meeting where a quorum was not met

Started by LindaS27 • 18 replies • 4330 views

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LindaS27 (Colorado)
Posts: 236

Posted:

There were two member meetings to increase dues last year.

Board president states: "Since there were no quorums for the special meetings, there are no minutes."

Wouldn't you still need minutes to document that there was a meeting?
And that the reason no vote was taken, was because there was no quorum?
And state what the numbers were (in person or by proxies)?

MarkM31 (Washington)
Posts: 351

Posted:

There should be something to the effect that:

A board meeting was called for August 10th at 7pm. A quorum was not present and the members left

Sincerely
Board Secretary

TimB4 (Tennessee)
Posts: 21,059

Posted:

As Mark said.

Typical minutes should have been:

Meeting of xxx was held on mm/dd/yyyy at.
In attendance were [name board members and identify number of lots represented]
Meeting called to order at hh/mm
Quorum not met, no business conducted.
Meeting adjourned at hh/mm

TimB4 (Tennessee)
Posts: 21,059

Posted:

Mind you, with what Mark and I said, it is common (but not correct) that Associations (especially self governed Associations) will view the issue as your Board does. No quorum = no minutes.

LindaS27 (Colorado)
Posts: 236

Posted:

Mark and Tim,

Thanks for your quick replies. Your answers sound logical to me!

Our board president makes things up to suit his own purposes. And where I'm concerned - it's to keep information away from me.

At the board meeting this past Thursday (8/18), the board approved the 2016 Reserve Studies and the board president, under pressure from a lot of complaining owners, acquiesced to having the NEW reserve studies posted on our website the following day - Fri 8/19.

When I emailed the CAM today asking why these had not been posted, the board president emailed back:

"Next-day posting for the Reserves Study was a target, not a directive. While the community management company responds to owner requests, owners do not have line authority over community management staff."

The board president made a promise and now he is reneging with a bunch of BS.

MarkM31 (Washington)
Posts: 351

Posted:

Quote:

Posted By LindaS27 on 08/22/2016 1:37 PM

"Next-day posting for the Reserves Study was a target, not a directive. While the community management company responds to owner requests, owners do not have line authority over community management staff."

Don't make too much that the report wasn't immediately posted. There could be other reasons, such as ancient software which will require scanning printed documents to pdfs, sick kids and vacation days.

Carry on

LindaS27 (Colorado)
Posts: 236

Posted:

Mark,

Normally, I wouldn't make a big deal out of it. But this board is out of control - Or I should say board president!

Last year, he denied me getting records, saying that I needed to come to board meetings to get information and if I couldn't get it there, I would have to pay for it. Also stated that "these kinds of disclosures are not a requirement of our governing documents nor by statute, since our HOA is exempt from CCIOA disclosure requirements." Huge Lies!!

When I attempted to join the Finance Committee, he disbanded the FC saying it was no longer needed.

When I spoke up during HO open forum to discuss the financials, he sais I couldn't discuss that then, I would need to call the MC and ask to be put on the agenda.

It just goes on and on.

RogerB (Colorado)
Posts: 5,067

Posted:

Quote:

Posted By LindaS27 on 08/22/2016 9:31 PM
Mark,

Normally, I wouldn't make a big deal out of it. But this board is out of control - Or I should say board president!

Last year, he denied me getting records, saying that I needed to come to board meetings to get information and if I couldn't get it there, I would have to pay for it. Also stated that "these kinds of disclosures are not a requirement of our governing documents nor by statute, since our HOA is exempt from CCIOA disclosure requirements." Huge Lies!!

When I attempted to join the Finance Committee, he disbanded the FC saying it was no longer needed.

When I spoke up during HO open forum to discuss the financials, he sais I couldn't discuss that then, I would need to call the MC and ask to be put on the agenda.

It just goes on and on.

Linda, it looks to me as though your HOA needs to remove the President from that position. Also the management company should be advising the Board members when the President violates CCIOA.

With regards to no minutes when there is not a quorum, the meeting can not be called to order unless there is a quorum and therefore there is no meeting and no minutes.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By RogerB on 08/23/2016 9:02 AM

With regards to no minutes when there is not a quorum, the meeting can not be called to order unless there is a quorum and therefore there is no meeting and no minutes.

Roger,

Long time. Glad your still posting on this forum.

I disagree with you though about not being able to call the meeting to order if there is no quorum.

Many Associations allow those members at a meeting where no quorum is present to suspend the meeting and try to obtain a quorum.
Hence, the meeting must be called to order to be suspended. No other business can be conducted except to suspend the meeting and try to obtain a quorum by reconvening at a new time, but a meeting did occur.

LindaS27 (Colorado)
Posts: 236

Posted:

Quote:

Posted By RogerB on 08/23/2016 9:02 AM

Hello Roger,

I've read a few of your posts and they were really helpful. It's nice to know that there's some MCs that actually know what the Colorado statutes require.

Yes, I agree with you - this president has to go! And maybe the whole board since they go along with whatever he says.

Last year, he denied my getting records (financials & minutes) stating "... I will also remind you that these kinds of disclosures are not a requirement of our governing documents nor by statute, since our HOA is exempt from CCIOA disclosure requirements."

I knew better than to believe him and finally told the manager that if he failed to post the required records, I would file a complaint with DORA/RE division quoting 38-33.3-402 - "Property managers risk loss of license for knowingly violating or knowingly directing others to violate CCIOA." That immediately got his attention and he posted three records, but then stopped. Shortly after, that MC was fired.

But I didn't know that the managers were required to advise the other Board members of the president violating CCIOA. When I accused him of violating our governing documents (along with CCIOA) at the board meeting last week - the CAM was silent on the issue and he just ignored me.

There's a small group of owners that are thoroughly feed up and would like to recall the whole board (maybe the MC too) but we're trying to find replacements before we try that. And we are also trying to get information out to all the homeowners so they don't vote on an unwarranted dues increase nor a really messed up declaration restatement.

Our annual meeting is 10/20 so we don't have much time to get so much done.

LindaS27 (Colorado)
Posts: 236

Posted:

Quote:

Posted By TimB4 on 08/23/2016 2:54 PM

Many Associations allow those members at a meeting where no quorum is present to suspend the meeting and try to obtain a quorum.
Hence, the meeting must be called to order to be suspended. No other business can be conducted except to suspend the meeting and try to obtain a quorum by reconvening at a new time, but a meeting did occur.

Tim, I agree with you. There should be some king of record.

This year the board is again going to try to get that same dues increase. And I would like to know how close we were to meeting quorum last year at the two meetings - broken down by those voting in person and those by proxy.

I'm not as good at finding information as you are, but I did finally find this at an attorney website:

"If you do NOT have a quorum, then an election – and almost any action taken at a meeting cannot be accomplished. The only things that can validly be done without a quorum are to have an informal discussion session with those present, take a short recess or to reschedule the meeting," ..."Minutes of the meeting should reflect the number of owners present, the fact that quorum was not achieved, and the rescheduled meeting date."

RichardP13 (California)
Posts: 3,868

Posted:

Linda

Roger would know more about Colorado statues in regards to HOA's, but I would create minutes even if no quorum was reached. The reason, say you were having your annual meeting and no quorum was reached. As a rules, it is the members present that would make a motion and vote to adjourn to a later date with a reduced quorum (if the governing docs permit). You could have a situation where two seats were up for election and the only two were existing Board members, with no write-ins and no nominations from the floor allowed. What is the point of a new meeting. There should be a record of what transpired, in case anyone was curious about the election.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Meeting called to order at so ans so, on so and so.
Present were, so and so and so.
As a Quorum was not present, the meeting was adjourned.

This does not mean those present did not sit around and discuss things.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By LindaS27 on 08/24/2016 4:26 PM

But I didn't know that the managers were required to advise the other Board members of the president violating CCIOA. When I accused him of violating our governing documents (along with CCIOA) at the board meeting last week - the CAM was silent on the issue and he just ignored me.

Linda,

Keep in mind that being silent in the meeting doesn't mean that the CAM didn't advise the Board.

The advice may have already been given and ignored.
The CAM may have chosen to simply advice in private vs. in front of members.
The CAM might not have been sure and wanted to verify before advising.

LindaS27 (Colorado)
Posts: 236

Posted:

Good points, Tim.

I can see where the CAM is in a tough position but I also think she knows he's in violation.

The CAM was at my home a couple weeks ago to check on some damage done to my property last October by the asphalt company. Over half of the homes in our alley had some kind of problem with the shoddy work done. At that time we had a conversation about owner displeasure with this board - actually the president because it's clear he's in charge.

Anyway I informed her that it is not my intent to file any complaints with DORA, but to work with the board and the management company to get our accounting records corrected so that they can be relied upon. And to get the Cluster Reserves properly funded. But all of the disinformation has to stop - meaning all the lies coming from the board president.

Since then, she has been a lot more receptive to me when I've asked for records. The president butts in sometimes and tries to stop me from getting records but I just relay to him what the statute states.

I think your first option is the correct one - "The advice may have already been given and ignored." He has ignored me for over a year!

LindaS27 (Colorado)
Posts: 236

Posted:

Quote:

Posted By RichardP13 on 08/24/2016 5:04 PM
Linda

I would create minutes even if no quorum was reached. The reason, say you were having your annual meeting and no quorum was reached. As a rules, it is the members present that would make a motion and vote to adjourn to a later date with a reduced quorum (if the governing docs permit).

Richard, I think this point is really important.

At our meetings last year, the first meeting required a 60% quorum which wasn't met. Our governing docs state that another meeting can be held with one-half of the required quorum at the preceding meeting.

If there are no minutes for the first meeting, who's to say that a meeting even took place. The 30% quorum (at a second meeting) would be needed ONLY if a first meeting had taken place.

RichardP13 (California)
Posts: 3,868

Posted:

Linda

Technically, a meeting wouldn't take place because quorum was not obtained, except the ONLY business that can be conducted is for the members present to motion and possibility adjourn to a later date, where in many cases, quorum is reduced, per the governing documents. The minutes or notes is just to legitimize going from one meeting to another.

LindaS27 (Colorado)
Posts: 236

Posted:

Richard,

You stated "the ONLY business that can be conducted is for the members present to motion and possibility adjourn to a later date"

So - a meeting DID take place for there to be a motion.
.....................................................................
As Tim stated on 8/22:

Typical minutes should have been:

Meeting of xxx was held on mm/dd/yyyy at.
In attendance were [name board members and identify number of lots represented]
Meeting called to order at hh/mm
Quorum not met, no business conducted.
Meeting adjourned at hh/mm
......................................................................

I would only add to Tim's list:
Name MC attendee
Lots represented - # in person & # by proxy
State quorum requirements

If no quorum = no business conducted - but there is still a meeting.

I've been at board meetings where only 3 were present (out of 7)and they still continued on with the meeting giving their reports, and committee reports, and lots of discussion. They just had to refrain from taking any actions.

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