HOA BOD Voting Procedure

Most likely you aren’t going to reach a quorum any time soon. So if a meeting cant be held, the current board continues to serve until an election can be held.

Roberts Rules of Order doesn’t recognize electronic meetings unless it’s in the bylaws. But electronic municipal meetings have been allowed IF there is opportunity for all members to participate ( like Zoom). But why worry?

If you have a firm candidate list, why not just do mail out ballots?

The five candidates that have the most votes wins.

Augustin

Those comments were uncalled for!

1. It was a blunder if the person got internet cabling for FREE. WOW
2. If quorum was, say, 25%, then the 24 that attended online may have made the decision to postponed a vote, their right!
3. Electronic voters for directors is not yet approved for Wisconsin
4. You don't need an "HOA lawyer" to interpret a document!
5. You really had this guy pegged as the "bad" guy. Good job!

James, here is what the Nonstock Corporations Act says about quorum:

181.0722  "Quorum requirements.
(1)  In general. Unless this chapter, the articles of incorporation, or bylaws provide for a higher or lower quorum, 10 percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter."

So under this statute, it appears your HOA had a quorum.

But do check your Declaration and Articles of Incorporation to see if this statute applies.

Thank you for the criticism. Let me see how much can be relieved:

1. No, it does not "require" the HOA to provide internet. But- of course- this does not stop any resident (myself included) from petitioning company "x" to lawfully install their services within the established easements/ROW's of our municipality, all permitted and approved by the City/entities, proper. So blunder averted according to everyone I have spoken to on the matter.

Onward...

2. No we have not had a reserve study done. That proclamation (re have a solid reserve fund) was made after speaking to our property management company - and a multitude of others- regarding what percentage of revenue is "typically" put into a reserve. They all universally replied that we were considerably above the "norm" and that- relative to our expenses- which essentially amounts to a nominal amount of landscaping and insurance we are in a better position than most. Their words, not mine. As I said, I have a lot to learn- as does (I would imagine) 99+% of everyone who takes on an HOA board position for the first time.

3. Re a proxy: 33%. Electronic meetings are allowable if deemed necessary by the BOD. Given COVID-19: necessary. Our bylaws allow for a vote to occur within a "reasonable amount of time from the date of the annual meeting". Blunder averted.

4. Thank you for the "yay" "nay" response. That is my most imperative question: again, our bylaws say nothing about the procedure, just simply that there's a vote every two years. My inclination was as much, but wanted to be sure.

5. "board of 6". ? As mentioned, our board (did) consist of 5. Three members resigned a month ago so it is just the treasurer and I. We made the decision. The board. Additionally, I am confounded as to what you feel is being "made up as we go along". We are following our (at times, poorly constructed) bylaws and statutes as best as we're able.

I of course was making no specific claim at to the "expertise" of a patent attorney on HOA matters, simply the inference that- as an attorney who pores over hundreds of documents MUCH more complicated than a set of HOA bylaws- she could make reasonable assertions regarding their clarity/completeness. I thought this was obvious, I'm sorry.

I am doing my best to (specifically) avoid conflicting with state statutes or our bylaws, but I can only do so as well as the document outlays- it would be just as wrong of me to "guess" what the bylaws demand, no? That's precisely why these questions are being posed, here.

Soon enough, I am going to contract an attorney (or whomever/however you would care to tag) / expert on the bylaws to validate/invalidate how they are composed.

Again, I realize there are standards/procedures that may be assumed, I just need to educate myself on them.

Interestingly enough, with 100+ adults in the neighborhood- many of which whom have served on HOA BOD;s) I"m a bit surprised that I have not had someone call out something at this point. I realize most folks are fairly agreeable and not inclined to criticize, but I have been very open to such.

Honestly, I fear that thousands of HOA's nationwide have to be operating at a "standard/level" at - or below- ours. I have read and heard enough horror stories to have me inclined to think as much, anyway.

Thanks again for the insight.

J

Can my property management compose, emit, and count/conduct balloting for the board- or should I seek another entity? Nothing in the bylaws prohibit such, and mail balloting is ok.

Thanks
J

This depends on the meaning of "install their services." Thirty-five percent of income going to reserves is usually admirable. But one really cannot say anything intelligent without a lot more information. It is a subject for another thread, if you are interested.If you are saying that the Bylaws require 33% attendance in person or by proxy to achieve a quorum, okay.Yes.Quorum was met. Did you or did you not have a vote at the annual meeting?Typically when the number of directors falls below a majority, the law requires these directors to appoint new ones. Even with the election so close. And now, since it appears you and the treasurer have delayed the election, the two of you continue to run the place without the law's approval.

By the way, treasurers, presidents, VPs, and secretaries do not always have to be directors. Though often, and depending on the Bylaws, a person can simultaneously serve as, say, President and director. There is an enormous legal difference between an officer (meaning President, treasurer, secretary, vice president) and a director.See above. It's typical for laypeople to to struggle to understand Bylaws and statutes. Because they struggle, they claim these documents are poorly written. But Wisconsin's corporate statute is typical of what other states have. I am betting your Bylaws are typical too.We will have to agree to disagree.

It's unlikely any HOA member would 'call you out.' The reason is that, unless there is a dispute, it's usual for HOA members to not know a Bylaw from a statute.

Just my humble opinion

I did something similar, with the approval of the Board. Don't like it, I would tell where to go and give you directions in getting there quickly.

Thank you for the input. I don't necessarily disagree with you.

Truthfully, I wasn't concerned with "convincing" one of anything. I simply took an alternate route to gain service for the community for $0.00 instead of $55,000.00. It became clear that the method I chose was superior to the HOA route for a few reasons that I will spare everyone else of.

The end has more than justified the means- not just to me, but to the dozens in the community who couldn't believe folks would not invest $900 into their half-million + dollar homes to enter the 21st century of information-age.

The dozens now being forced to work (and school) from home would have NEVER had the opportunity, without the update. Never mind the day to day change of going from soup cans and spring to modern broadband internet.

All decisions have their +'s and -'s and one needs to weigh them all. Thus far there is nearly zero in the "regret" department. But I could not see myself feeling anything that important moving ahead, to put the work in again that the issued required.

Thanks
J

Thanks John, perhaps you're right, but with our bylaws allowing a vote via mail within a "reasonable" time, we just thought it better to allow more to participate. But again, I trust the judgment of others, I need to understand that if you don't appear or proxy, you don't vote. Thanks for the insight on the other items, John.

J

When something breaks, then depending on where the problem is, will the company ask the HOA to pay for the repair? To me, you have added a capital asset (or potential operating or maintenance cost) to the HOA without first amending the CC&Rs via the required vote of the members.

I do not mean to mess up your day. At this point I am posting for the archives. The OP is proud of what he did. It was a huge community service in his eyes.

I say directors and presidents cannot run around willy-nilly adding items to the CC&Rs without going through the procedures for amending without risk.The reason it was ambiguous to me is that it made no sense to postpone the vote when it was likely you had a quorum. Nor did it make sense for one director to be making decisions for the HOA. Lastly, you were (or are) operating with only two directors at this time. This is less than a majority. It is imprudent.

I know, I know. You think it's fine. But in my experience, this forum is designed to promote following the governing documents and statutes. Do you seriously want people to approve boards running with less than a majority of the seats filled? Keep reading this forum and you will see disgusting abuses of power, embezzlement, and the like where one or maybe two people are running a HOA.

Yup, typo on me regarding six board members when there are only five.

Far beyond just a typo. You just re-affirmed above that you really are not cognizant of what actually has and is occurring (or being willfully obtuse to the facts). The fact that you still cannot comprehend that there are STILL five people on our board despite me telling you that three are resigning at the end of the term is all one needs to know. Never mind the similarly insipid remark about “one director making all of the decisions”. You continue to postulate blatantly errant inference and information which I will now ignore. Thank you.

Have a great day.

J

Hi Kerry.

5 folks on the board. 3 are stepping away at the end of this term. The board was formed with all 5 coming aboard simultaneously.

Again, the decision to allow residents to vote was not made unilaterally. It was made by the treasurer and I because the three other members were not at the meeting and have- right or wrong- been very disengaged for sometime, but especially the last few weeks. This cannot be overstated, especially so regarding the two who never wanted to be part of the BOD in the first place.

Onward, I understand the distinction between a proxy and absentee. No problem there. That said you (and others) mention “re-doing” the election. But we have not even HAD an election yet. Perhaps, SHOULD have, but we did not. You know what I mean?

What I really appear to not understand is: if our bylaws afford for a vote by mail within a “reasonable” time of the meeting, where is the ghastly error of simply doing so (vote by mail) in the week that follows? Again, the idea was, given the nature of the times (our state actually disallows more than 10 people gathering together in one place) and the meeting, more folks would be able hear from the candidates and make a decision.

In the end, I will agree with you folks given the fact that you have much more experience and knowledge than I. Apart from that, and re-reviewing our bylaws, I simply cannot see why this was such a terrible mistake. Honest thought.

Thanks Kerry
James

That’s precisely what I have said all along: we met. We had a quorum. We decided to vote via mail per our bylaws.

Folks have told me that was wrong m, numerous times. I have asked why several times.

It appears it’s not wrong. Or at least does not violate our bylaws.

Thanks

James

Wrong. Wannabe semantical nonsense. “I” means/meant “we” Take it at that...for the third time. I said “I”
initially because I thought it the better of the two options (voting AT the meeting or AFTER) .

Because the other 3 were not present/non-participatory. NONE of this contradicts or violates ANY of our bylaws. Why can you not grasp this? Our bylaws specifically state we can vote AT OR AFTER THE MEETING. No director or member came up with this idea. IT’S IN THE BY-LAWS. “Lacking a quorum of directors”. Wrong. AGAIN. 2 BOD’s constitute a quorum: PER OUR BYLAWS.

Again. 3 are not running for re-election. Done. The end. You keep trying to drag this out to make your empty point. There was no vote so feel free to put away the hypothetical crystal ball.

I apologize to all for going back on my word. I will not respond again to this non-productive, speculative, nonsense.

Sigh.

Thanks to all else
J