adjournment of annual meeting?

Section D would cover the legality of adjournment of meetings.

Corporations Code §7512. Member Meeting Quorum.

(a) One-third of the voting power, represented in person or by proxy, shall constitute a quorum at a meeting of members, but, subject to subdivisions (b) and (c), a bylaw may set a different quorum. Any bylaw amendment to increase the quorum may be adopted only by approval of the members (Section 5034). If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote, and voting on any matter shall be the act of the members unless the vote of a greater number or voting by classes is required by this part or the articles or bylaws.

(b) Where a bylaw authorizes a corporation to conduct a meeting with a quorum of less than one-third of the voting power, then the only matters that may be voted upon at any regular meeting actually attended, in person or by proxy, by less than one-third of the voting power are matters notice of the general nature of which was given, pursuant to the first sentence of subdivision (a) of Section 7511.

(c) Subject to subdivision (b), the members present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the members required to constitute a quorum or, if required by this division, or by the articles or the bylaws, the vote of the greater number or voting by classes.

(d) In the absence of a quorum, any meeting of members may be adjourned from time to time by the vote of a majority of the votes represented either in person or by proxy, but no other business may be transacted, except as provided in subdivision (c).

The proper procedure would be for the presiding officer to make a motion to adjourn the meeting to a specified date, no less than 10 days and no more than 30 days, at which time the quorum would be reduced to the percentage stated in your Bylaws. It would be up to the members present in person or holding proxies to make that determination.

I pretty much know why things happened the way they did in the past, but there is a law that allows for an adjournment. I am more concerned that "zero" ballots have been received. It may be that you have a high number of rentals.

Correct, I did not send in my ballot as I saw no reason to do so. We have not had a member elected to the BOD's for the past 8+ years even with a reduced quorum. Our rental rate is extremely high hence the member non-participation. We are at about 70% rental. I am aware of the legal steps in adjourning the meeting. Our Management company, however, is insisting the law says we are "required" to adjourn the annual meeting and continue to solicit ballots. Is this correct? I have debated with them that it is a waster of time, money and energy and there is no such Civil Code or case law which requires us to do so.

You're required by your Bylaws to allow the Members present at the meeting to make that decision.

Thank you RichardP13, extremely helpful. After years of constantly questioning the financials and discovery of HOA dues being deposited into an account that did not belong to the Association "Commingling" board members started to resign and these seats were filled by a vote of the remaining Board. Eventually a new Board was born. It was a long battle ( 3 years) one that has probably shorten my life span by 10 years. I thank you for the insight you had provided us in the past.

I am hopeful things have turned around for you guys there.

It is in their Bylaws, and allowed under Civil Code.

You're right, they don't. And transparency means absolutely nothing either.

Not a problem.

There is a different between "may" and "shall". If the Bylaws state you "shall" adjourn if quorum is not reached, then there is no vote, just set another date and move forward.

"May" means the Members at that meeting have a "choice". The presiding officer has a duty to put the motion to the Members if quorum had not been reached.The Members then have a vote to either adjourn to a later date, at which time quorum would be reduced and the possibly that ballots, if enough already on hand, would be counted. They could also say no, and that is what happened at a recent elected I was involved with. It wasn't fair, but done properly.

Someone said that allowed and required are not the same thing. This happened at my last meeting. 97 homes and 48 ballots returned prior to poll closing. 1 short at time of poll closing. If the presiding hadn't made the motion to adjourn I would have raised hell. This happened to me in my old association and we went on the re-write the Bylaws, fire the MC and the legal counsel. This same thing happened in your association in 2012.

Section 3.13 means if you don't have quorum, the Members can't take any action. You can have a three hours open forum chit chat, but no business can be transacted and if you did have quorum, only items that were on the agenda could have action taken on them. The same procedure for adjourning a meeting in Section 3.11 would apply here.

BTW.. Did you ever get the disk I mailed out with your records?

And what does it say after that? I ask because in our by-laws, it says we have to adjourn if there is no quorum (30% for us), re-schedule, notify everyone, and the second try, whoever participates constitutes a quorum.

Some could argue that is a waste of time and money (mail-outs), but it's what the by-laws require.