Valid Annual Meeting or Not? Opinions, Please.

Unfortunately this is not hypothetical.

Annual meeting originally scheduled for March 2020 was canceled due to covid lockdowns.

In July an email was sent to owners announcing that the annual meeting would be held at 6PM on September 16 at our usual meeting location. A new proxy form was included with the email announcement, which stated that the form must be returned by September 15. State health directives still prohibit meetings of more than 10 persons.

This morning a homeowner informed me that the meeting is taking place this evening. It was announced in a newsletter that was distributed by stuffing copies of the newsletter into boxes located next to two of the three cluster USPS mailboxes (the box next to the third cluster is empty). There was no proxy form included with the newsletter.

I do not believe Ohio proxy forms are valid beyond the date of the meeting for which they were intended. If we want to have multi-year proxies, we need to update our bylaws to allow them and create the form that is labeled as such. (Need to verify this.)

On the subject of notice, the bylaws state:

"Written notice of each meeting of the unit owners shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by mailing or delivering a copy of such noticed to each unit owner entitled to vote thereat, at least seven (7) days in advance of such a meeting, addressed to the unit owner's address last appearing on the books of the association, or supplied by such member to the association for the purpose of notice. Such notice shall specify the time and place of the meeting, and in the case of a special meeting, the purpose of the meeting."

Comments?

(I know what I think, I'm just trying to decide how much of a stink to make, and when.)

I agree that it doesn't appear that proper notice has been given.

As an aside, does the 10-person limit on gatherings apply to business meetings? An annual meeting is not a social event.

Answers below.

Re: the PM:

Our board has also given notice to our PM company and on September 1 we have a new one. This was also announced in the newsletter that only a portion of the community received. The new one is apparently attending the meeting tonight even though she currently has no official role. This new PM is another sore spot.

Our soon-to-be-ex PM company is the top one in this area, competitively priced, and has provided excellent service including during after-hours emergencies (which is more of an issue in a condo community). They have a waiting list now of communities that want to use them - they can't keep up with the demand and won't compromise the quality of their service by taking on too many clients.

The new company - if you can believe the little I found on the internet - employs two property managers who work four days a week (they seem to think this is a selling point). The company has been in business for 20 years and generates under $90,000 in annual revenue. The PMs work from their homes - they don't even have a physical location. (I wonder what will happen to our association records, which have always been in the care of our PM.) I bet these new guys are cheap, though. I feel ill.

Re: the 10-person limit:

It applies to any indoor setting. In fact, businesses are the most likely to have to deal with it since my state doesn't even try to stop large private gatherings. So yes, I think it applies to an annual meeting, and even if it did not, the risk doesn't go away. In my view, meeting in person rather than online - which they've had five months to figure out - discourages participation by older residents who always make up the majority of attendees. I'd be tempted to raise the specter of a Fair Housing complaint, but the board is too uninformed to understand the implications of that.

Re: the agenda:

We generally don't conduct any business other than the election. Owners do not need to ratify the budget, which is usually approved at the October or November board meeting (which will now have an invalidly elected board member voting, which is another can of worms).

I agree that they are unlikely to achieve quorum. In the past we've needed our proxies, and that was during years when the meeting was properly noticed *to everyone* and attendance was encouraged via newsletters (distributed to *everyone*) and other means - and no pandemic keeping many folks at home. This year they won't have valid proxies, some people don't know about the meeting, and older residents are less likely to attend even if they did know about it.

Our soon-to-be-departing PM would have told the board that their plans didn't comply with our governing docs and needed a re-think.

The real issue is that we have a board president who has consistently refused to be limited by CC&Rs and other requirements of the job. She has been getting rid of people who know what they're doing and who would point out where she's wrong. She's also throttling down on the important information provided to homeowners (eg. financials and meeting minutes).

I think the real solution will be to replace her. Providing factual information is absolutely counter-productive, as I found out when I was on the board with her and as her 2-1/2 year track record indicates. Her term is up next March, which is what I'm aiming at if I choose to do something besides move. Covid-19 will be the deciding factor, I'm afraid, but in the meantime I'm planning a 7-month long campaign. This is the information-gathering stage...

Not a clue about any of it.

I won't attend. Aside from my age, I'm not at high risk for a serious case of covid, but even healthy young people have died, ended up with double-lung transplants, and lingering damage to heart and kidneys. You just don't know until you roll the dice whether you'll be one of the unlucky ones.

I'm also trying to decide which would be more effective in the long run: trying to stop this particular meeting or adding an invalid meeting to the ever-growing list of campaign issues I've got. :-)

What has stopped me 'til now is that making a motion during the meeting would simply result in the board president digging in her heels and moving forward. 'Cause she's that kind of a person. When I said that providing good information is counter-productive, I really meant that literally.

I could, I suppose, email this to the board's gmail address which is automatically forwarded to the board members. They would receive it, and if the meeting went ahead, then they would be deliberately ignoring the bylaws rather than acting in ignorance.

I think I like it. :-)

I sent the email, the confirmation of receipt just arrived, and now I wait for the fallout.

I don't know - we weren't given enough information (and some of us received none). And our bylaws are silent on the topic in any case.

We seldom have more candidates than open positions, so it's unlikely to be the case this year. Generally we have to beg and twist arms to fill the board positions.

Our bylaws do give us the option of an action in writing without a meeting if this is approved by a simple majority of the unit owners, so the election could have been handled entirely by snail mail. That, together with the various online meeting options currently available and the absence of any other business needing to be conducted, made this in-person meeting completely unnecessary.

Did you send that email you were considering? And perhaps by a great stroke of luck, whatever you (or others?) said got some cooperation (for a change)?

You quoted an attorney or attorneys from that law firm a number of times. They sounded good.
I am chuckling here, based on past discussions of this. Of course, I think you're an old hand. Whatever you prepare will not be the typical two-bit web site of HOA/condo complaints without merit.
In HOA board world, I would fear you the way some irrationally fear AOC; Nancy Pelosi; Liz Warren; take your pick.

The HOA Board decided to cancel the annual meeting. Based on there is no one willing or has a big enough meeting room to maintain out 6 ft distance and only 50 can attend restrictions. We have sent out our Budget and increase in the HOA fee. The next mailing will have a letter what and why things did not get done and how the virus affects the future projects. If they have questions who to call. That will also include the ballot for voting for the new HOA Board. I am not clear how we will notify the Homeowners who the new Board will be this following year. Maybe that will be by mail too.
For what the ByLaws say, it does not matter in this special situation. The ByLaws could not anticipate a situation like we have this year and probably next year.

Just thought I would let you know how we are handling it.
Faye

If ones docs call for an Annual Owners Meeting, it must be held. The question then becomes how to hold it.