HOA Board election and quorum not met

Our HOA recently had a board election and quorum was not met. Over 100 ballots were turned in (we are a large community. )We were only 5 votes away from meeting the reduced quorum. The Board then went and asked the homeowners present at the meeting which was around 10 if they wanted to adjourn the meeting and meet again in 30 days. The homeowners present voted not to adjourn. The board then stated that the meeting would not be adjourned, the board election was over and that the board would remain the same. My question is, can the board do that even though there were over 100 ballots turned in?

Yes they can. Why they did it surprises me.

They followed the procedure most likely in your Bylaws that few Boards choose not to follow.

This is the reason I got into this business in the first place.

I am confused now. Richard you stated that the previous posters were incorrect. Can you please elaborate. Thank you.

JohnD, wasn't the HOA attorney or Management Co there?

What did the materials in your ballot envelopes say? Usually they say if quorum is not met the meeting will be adjourned till date/time.
There are supposed to b Election Rules in CA HOAs. what do your say on this topic?

Are you saying the ballots were counted because of lack of a quorum?

I disagree with Richard, too, at least until he can show us verbiage from some bylaws that say 10 Members can "vote" to not adjourn the Annual meeting until a later date.

Could Bill be right? The current board, John D., only is continuing to serve until an adjured election is held?

Should never doubt me. I always pull the rabbit out of the hat.

Here is from my old Bylaws:

Section 5.7 Quorum. The presence in person or by proxy of a majority of the total voting power
of the Association entitled to vote at any meeting shall constitute a quorum for the transaction of
business. The Members present at a duly called or held meeting at which a quorum is present may
continue to do business until adjournment, notwithstanding the withdrawal of enough voting power
to leave less than a quorum. In the event any meeting of Members cannot be held because a quorum
is not present, the Members present, either in person or by proxy, may adjourn the meeting to a time
not less than five (5) days nor more than thirty (30) days from the time of the original meeting date,
at which meeting the quorum requirement shall be twenty-five percent (25%) of the total voting
power of the Association; provided, however, if after adjournment a new date is fixed for the
adjourned meeting, notice of the time and place of the adjourned meeting shall be given to the
Members in the manner prescribed for regular meetings; provided further, that in the event the
quorum requirement becomes twenty-five percent (25%) of the total voting power of the
Association, then the only matters that may be voted upon at any meeting actually attended in person
or by proxy by one-third (1/3) or less of the voting power are matters of which notice of the general
nature of which was given in the notice of meeting.

Our by laws on the not meeting quorum are fairly similar to what Richard posted of his old by laws.

Was just reading our community docs. It appears that our election rules are contradictory to our by laws as it states that each ballot constitutes as a member present for meeting quorum in the election rules. Therefore, correct me if I am wrong that quorum to not adjourn should have been over 50 votes: since there were over 100 ballots submitted.

The question seems to be how many members can vote to adjourn the meeting?

Is it a %/amount of those at the meeting or a %/amount of all owners?

Interesting question about the quorum,John.

We have the same definition in Texas, that an absentee or electronic ballot stands as a proxy and no formal proxy form is necessary in addition to the absentee or electronic ballot. Both the absentee ballot and the electronic ballot process have specific statements that an absentee or electronic ballot is also a proxy and no additional proxy is needed. I don't recall if the President becomes the de facto holder of the proxies created by the submission of the absentee ballot or electronic vote. If so, then the holder of the proxies, the President, can vote those. Perhaps the absentee or electronic ballots contribute to a quorum for the purpose of having an official meeting and do not confer a full or directed proxy for any other purposes.

I contend whomever was running the meeting did all he or she could under the circumstances other than to perhaps float a date and time for the next meeting. All the documents I recall seeing describe the quorum and reduced quorum requirements and say nothing about who chooses the date/time of the reduced quorum meeting. A time frame is generally stipulated: within 30 days, not less than 5 nor more than 60 days, etc.

Richard, I believe John's original post ran to the question of what the Board could do under the circumstances he described. There may be different interpretations of his question "Can that do that?" I believe the general answer is "Yes", you said so yourself. In my case, my detailed response would be:

Can they do that?--can they not hold an election even though 100 ballots had been received and assuming those 100 ballots do not meet the Quorum requirements? Yes, they certainly cannot hold the election or take any other action that evening other than what is allowed in their governing documents.

Can they do that?--adjourn the meeting and announce the existing Board will stay in place. Again, they certainly can, depending on variables in the language of their documents, Davis-Sterling, and whatever else in California bears on this question.

Can they do that?--adjourn the meeting until a later meeting date is said. Again, they can.

My bottom line on John's original question is that the meeting cannot progress through any following steps of the Agenda if there is no Quorum/Reduced Quorum other than to terminate the meeting. That's not to say a preliminary announcement cannot be made regarding when the next meeting will take place. And you are correct, the Board will remain in place only until the next meeting of the members of the Association, they are not somehow magically elected to new terms if the election cannot be held.

The interpretation is exactly as it reads, ballots are considered members present for the establishment of quorum only, not a member present, either in person or by proxy to adjourn a meeting to a later date.. Two different, but separate actions.

I can't teach you how to read legal language or interpret legal language. I know you have to rely on your general counsel.

I have always supplied the proper references, whether you choose to followup with your own research is your decision.

John, you have a mess on your hands and, possibly, someone got off track on this. Did you say you had counsel or a PM there?. If so, did they provide advice and counsel?

OK: As Richard has commented, in many associations around the country, in your situation the Board remains in place only until the next meeting of the Association--not the next meeting of the Board. That could be a reconvened version of the meeting under discussion, the next Annual Meeting, or a Special Meeting called for the purpose of electing a new Board if your documents allow the members to do so. In many associations, the requirement threshold for calling a Special Meeting is surprisingly low.

Your meeting could have been a reduced Quorum meeting as a continuation of the (presumed) annual meeting you had at which a Quorum was not attained. Or, it could have been a Special Meeting for the purpose of electing a new Board. In either case, if a Quorum is not attained, the Board is not automatically re-elected for whatever the term is of the office they held. They hold office until replaced. Assuming, of course, your documents do not explicitly state something else.

Look at your documents. Do you have a reduced Quorum process?. If so, the Board should be obligated to follow it. If it means new notice of a meeting, so be it. New absentee ballots may have to be obtained. And, new proxies, depending on the term of the proxy.

As an aside, the documents in the association in which we reside, and in most of those we manage, stipulate the reduced Quorum meeting must be held within 30 days. POA attorneys in Texas must use the same boilerplate.

We have interpreted that to mean, with association attorney agreement, the reduced Quorum meeting can be called to order 10 minutes after the full Quorum meeting fails to meet Quorum requirements. Why go through the notice process twice, why rent another room in the local rec center two weeks later? The Reconvened Meeting Notice is included in the Annual Meeting Notice package, on the back of the required Notice document. We can move forward 10 minutes later on a reduced Quorum. We also notice the 'selection of officers' meeting which is required within 10 days so those elected can huddle then and there and decide who will hold which office.

There was no election at the meeting you have described as you had no Quorum. I have to repeat that: there was no Quorum, you did not have a legally constituted meeting, no election could have been held. At a reconvened reduced Quorum meeting of the 'first' meeting, business could have taken place.

If you did not have a Quorum, the meeting that day was over then and there, subject to the reconvened meeting requirements contained in your documents, Davis-Sterling, and whatever else in California is on point.

The adjournment asked for and which was refused, in most situations, would be an adjournment until you could reconvene at a later date under your guidelines. I still do not understand why there was an adjournment asked for. Without a Quorum, the meeting was done, then and there. It would be up to the Board to follow your guidelines regarding reconvened meetings.

If the meeting you met under was a reduced Quorum reconvened meeting, if you did not attain the reduced Quorum requirement, you were done. No other business on the agenda past the Quorum item, and certainly no election based on the absentee ballots and the ballots of those present, could be held.

Again, in many situations, the documents state the Board shall remain in place until replaced. Since your Board stayed in place, although perhaps not legally elected but continuing until replaced, it is not necessarily improper for the members of the Board to rearrange who will hold which title. The meeting they held to do so may have been perfectly acceptable depending on the language in your documents, Davis-Sterling, etc. In our experience, the meeting during which the Board members decide on who will fulfill which position may have to be noticed separately, or perhaps not. Again, your documents and anything else which pertains to the process must be reviewed.

I would not go into any court until you get all this sorted out and decide if " Can they can do this?" I was relocated to Texas from the Bay Area before Davis-Sterling and am not familiar with its provisions. You have some homework to do before you challenge your Board.

I had a similar situation happen in 2009. Instead of members voting not to hold a another meeting, the association's attorney cancelled the meeting and election saying the people who cast a ballot but didn't show up didn't have the opportunity to vote to adjourn. The problem was the same attorney, but with a different management company, allowed the members to adjourn to a new meeting with reduced quorum. I didn't know until a year later the fix was in for that election. That decision on that November evening cost the association over the next few years over $500K, to which they haven't recovered.

That is why I advocate against quorum requirements for the elections of directors. That is why the author of davis-stirling.com is against quorum for elections of directors and why one of the authors of the Davis-Stirling Act is also agaisnt quorum. Have open elections and let the chips fall as they may.