Quorum not reached for Election-What now?

Started by ShannonM4 • 9 replies • 736 views

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ShannonM4 (California)
Posts: 30

Posted:

A quorum was not reached to elect a new board at the annual meeting, and also was not at the meetings that followed when the percentage of votes needed was able to be reduced to have the election.

If the board continues to operate and do business even though none of the board members participating were duly elected (they will just be "left over" from last year's election), will they be doing so illegally, and can anyone site what law/ Civil Code they wil be breaking if they operate without getting elected, and what the homeowners can do about it?

Thanks

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Shannon

First of all the present BOD stays in place until the next annual election so yes, they are a legal BOD so get over that.

Depending on one's Bylaws, continuations can be held and the Quorum reduces by 1/2 per meeting. I have seen as many as 3 meetings (2 continuations) in order to have a quorum but when does/can one give up?

PaulJ6
Posts: 990

Posted:

A lawyer I talked to (a well-known condominium lawyer- not a typical low-grade HOA lawyer) said that even if the governing documents don’t require the board to try again with an election, best practice is for the board to try again to reach a quorum as soon as possible.

MarkW18
Posts: 1,290

Posted:

First, the adjournment of an member meeting is done by the members, not the Board. It is the members present, either in person or by proxy that will determine whether a second meeting is held possibly with a reduced quorum.

ShannonM4 (California)
Posts: 30

Posted:

Yes, they had both meetings where the quorum requirement was reduced, but not enough ballots were collected.
Our governing documents only allow for that to happen twice, and it has happened, so no election has taken place.

So does that mean that the current board members were not duly elected or?

The board is trying to assert that the people who ran on this year's ballot would just be appointed by default, or by the board itself, even though they were not elected, and are not carrying over the current members. This seems fishy to me.

I don't know if I am reading the election rules right... can you tell me if you see the part in here that says they stay in place until the next election?

pic located here: https://drive.google.com/file/d/1uhLV0fmxWIHISBVcVyc2XsLV-WEH9ePS/view?usp=sharing

MarkW18
Posts: 1,290

Posted:

Does your association have elections rules, and more specifically, where they updated this year and was a copy sent for review and if approved where they sent to all owner with the nomination package?

If not, then you did not hold a legal election.

PaulJ6
Posts: 990

Posted:

Quote:

Posted By ShannonM4 on 06/28/2020 3:36 PM
Yes, they had both meetings where the quorum requirement was reduced, but not enough ballots were collected.
Our governing documents only allow for that to happen twice, and it has happened, so no election has taken place.

So does that mean that the current board members were not duly elected or?

The board is trying to assert that the people who ran on this year's ballot would just be appointed by default, or by the board itself, even though they were not elected, and are not carrying over the current members. This seems fishy to me.

I don't know if I am reading the election rules right... can you tell me if you see the part in here that says they stay in place until the next election?

pic located here: https://drive.google.com/file/d/1uhLV0fmxWIHISBVcVyc2XsLV-WEH9ePS/view?usp=sharing

Even if the board is following the governing documents that allow the board to fill vacancies, if a board keeps doing that year after year (as the reputable lawyer told me), eventually it will get slapped down by a judge because it's not trying to have a democratically-elected board.

KerryL1 (California)
Posts: 14,550

Posted:

I know this seems off the track, Shannon, but what size is your HOA? Ballots we sent to owners by mail and they were able to vote by mail, right?

What % of owners do your Bylaws require for quorum?

Do you have property mgr to advise you? Did your hOA attorney attend the annual meeting? Are you on the Board? Thanks.

AugustinD
Posts: 5,144

Posted:

Quote:

In California, this means Corporations Code §7220 kicks in. The latter translates to the current board members remaining on the board. See https://www.davis-stirling.com/HOME/Statutes/Corp-Code-7220

Quote:

Posted By ShannonM4 on 06/28/2020 3:36 PM
The board is trying to assert that the people who ran on this year's ballot would just be appointed by default, or by the board itself, even though they were not elected, and are not carrying over the current members. This seems fishy to me.

Under California statutes, a director currently in office may resign. A board majority may then appoint a new director. If the current board wishes to do this, then there are a few approaches, that are all legal, that will yield a board having the candidates who ran appointed as directors.

See also:
https://www.davis-stirling.com/HOME/No-Quorum
https://www.davis-stirling.com/HOME/Eliminating-Quorum
https://www.davis-stirling.com/HOME/Member-Quorum

Your HOA might want to consider retaining an online voting service.

ShannonM4 (California)
Posts: 30

Posted:

Thank you for the detailed responses!

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