DavidH38 (Arizona)
Posts: 15
Posts: 15
Posted:
We recently learned that the Board and management company have changed the date of the annual members' meeting from March 8 to April 12. We learned at tonight's board meeting that the reason for the change is because either the board or the management company are late to prepare and issue the required nomination forms, voting ballots, etc.
Here's the rub: It appears that one of the important reasons why annual members' meeting are held in the same month every year has to do with the length of terms that board directors serve.
Two of the three directors will be up for re-election this year. The association bylaws stipulate that board directors serve for "a term of two years "– not two years and one month or one year and eleven months – but two years. You catch my drift? The two members who are up for re-election have terms that will conclude in March, 2018 (they were last elected in March, 2016). By the time the annual members' meeting comes along a month later, those same two directors will no longer be serving on the board, per the language of the Bylaws. Therefore, with just three directors total, there will not be a quorum of the board present to open the annual members' meeting, take nominations for directors from the floor, or any other business.
Am I correct on this issue? Also, at an annual members' meeting (different from a board meeting), is it necessary to have a quorum of the board present at the start of the meeting? If not, this takes care of what appears to be a major acute governance problem. Thank you for your comments to follow.
Here's the rub: It appears that one of the important reasons why annual members' meeting are held in the same month every year has to do with the length of terms that board directors serve.
Two of the three directors will be up for re-election this year. The association bylaws stipulate that board directors serve for "a term of two years "– not two years and one month or one year and eleven months – but two years. You catch my drift? The two members who are up for re-election have terms that will conclude in March, 2018 (they were last elected in March, 2016). By the time the annual members' meeting comes along a month later, those same two directors will no longer be serving on the board, per the language of the Bylaws. Therefore, with just three directors total, there will not be a quorum of the board present to open the annual members' meeting, take nominations for directors from the floor, or any other business.
Am I correct on this issue? Also, at an annual members' meeting (different from a board meeting), is it necessary to have a quorum of the board present at the start of the meeting? If not, this takes care of what appears to be a major acute governance problem. Thank you for your comments to follow.