Annual Meeting Date in Bylaws

NpB (Arizona)
Posts: 605

Posted:

My HOA's Bylaws mention that the annual meeting has to be held in a certain month. However for the past 20+ years, it has been held in a different month. Now, some people are suggesting it be held in the correct month as prescribed in the Bylaws, but the Bylaws also mention that the elections of Board Directors are held at the annual meeting and that you need a nominating committee commencing at least 60 days prior the election. If the election were held in the correct month, that provision of the Bylaws would be violated.

Can a legal argument be made that if the Annual Meeting was held in the wrong month for the past 20+ years, it sets a precedent due to time?

Could a homeowner then invalidate the elections of the past 20+ years, and thus invalidate the terms of the present Board and their decisions?

NpB (Arizona)
Posts: 605

Posted:

Regarding the last two questions, I meant to infer how likely would an administrative law judge accept those arguments?

CathyA3 (Ohio)
Posts: 6,299

Posted:

It would probably be easier to amend the bylaws so that the timing works.

My association's bylaws state that our annual meeting has to be held in the first quarter, which I think pins things down sufficiently while giving the association enough wiggle room to deal with unexpected events forcing a re-scheduling.

NpB (Arizona)
Posts: 605

Posted:

Quote:

Posted By CathyA3 on 09/29/2020 3:17 PM
It would probably be easier to amend the bylaws so that the timing works.

My association's bylaws state that our annual meeting has to be held in the first quarter, which I think pins things down sufficiently while giving the association enough wiggle room to deal with unexpected events forcing a re-scheduling.

Amend the Bylaws before the next incorrect or correct month of the Annual Meeting?

SheliaH (Indiana)
Posts: 6,964

Posted:

I'm with cathy.

I don't see the point of undoing 20 years of activity just because the annual meeting was held in, say, March instead of February. What if you had to change the date because you didn't make quorum during the correct month or because there was horrible weather? I believe we've had conversations on this website about the date being changed after all the COVID shelter in place orders took effect.

Personally, I look at the effects of switching the date on board elections. If the board moved around the date to somehow extend their terms (e.g., a two year term becomes two a s a half because of the effective dates)? Was there a delay in releasing vita information to homeowners because final numbers from last year hadn't been computed -and then no one received it? THAT's the thing I'd focus on and if sticking to the right month resolves those pro, you should insist on the right date.

Is this one of your hypothetical questions again?

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

CathyA3 (Ohio)
Posts: 6,299

Posted:

Quote:

Posted By NpB on 09/29/2020 3:38 PM

Posted By CathyA3 on 09/29/2020 3:17 PM
It would probably be easier to amend the bylaws so that the timing works.

My association's bylaws state that our annual meeting has to be held in the first quarter, which I think pins things down sufficiently while giving the association enough wiggle room to deal with unexpected events forcing a re-scheduling.

Amend the Bylaws before the next incorrect or correct month of the Annual Meeting?

It would probably take longer than that.

If I understand your question, it sounds like the nominating committee would not have their full 60 days to operate unless the month of the annual meeting was changed. Instead of amending the bylaws. the board gave greater importance to allowing the committee enough time to do their work, instead of the month in which the meeting was held. Correct, or not?

NpB (Arizona)
Posts: 605

Posted:

Quote:

Posted By SheliaH on 09/29/2020 3:44 PM
I'm with cathy.

I don't see the point of undoing 20 years of activity just because the annual meeting was held in, say, March instead of February. What if you had to change the date because you didn't make quorum during the correct month or because there was horrible weather? I believe we've had conversations on this website about the date being changed after all the COVID shelter in place orders took effect.

Personally, I look at the effects of switching the date on board elections. If the board moved around the date to somehow extend their terms (e.g., a two year term becomes two a s a half because of the effective dates)? Was there a delay in releasing vita information to homeowners because final numbers from last year hadn't been computed -and then no one received it? THAT's the thing I'd focus on and if sticking to the right month resolves those pro, you should insist on the right date.

Is this one of your hypothetical questions again?

Not hypothetical.

NpB (Arizona)
Posts: 605

Posted:

Quote:

Posted By CathyA3 on 09/29/2020 3:44 PM

Posted By NpB on 09/29/2020 3:38 PM

Posted By CathyA3 on 09/29/2020 3:17 PM
It would probably be easier to amend the bylaws so that the timing works.

My association's bylaws state that our annual meeting has to be held in the first quarter, which I think pins things down sufficiently while giving the association enough wiggle room to deal with unexpected events forcing a re-scheduling.

Amend the Bylaws before the next incorrect or correct month of the Annual Meeting?

It would probably take longer than that.

If I understand your question, it sounds like the nominating committee would not have their full 60 days to operate unless the month of the annual meeting was changed. Instead of amending the bylaws. the board gave greater importance to allowing the committee enough time to do their work, instead of the month in which the meeting was held. Correct, or not?

I am asking which argument would be more valid. Having the correct month of the annual meeting bu then violating the 60 day provision of a nominating committee in the Bylaws, or having the annual meeting in the incorrect month, but conforming to the 60 days nominating committee period in the Bylaws?

SheliaH (Indiana)
Posts: 6,964

Posted:

There no way to know which argument is or isn't valid unless someone goes as far to challenge it in court. If you must pick sides, I'd probably go in favor of a precedent being set.

And if you're thinking of doing so, have at it, but make up your own mind as to why this is a problem. Perhaps start with my last question - what harm has resulted and what has it cost the homeowners (if you're pursuing, you need to come up with something tangible)

In fact, why are people asking about this now - did it really take 20 years before people realized this might not be proper?

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

ND (PA)
Posts: 792

Posted:

To quote you recent question, "I am asking which argument would be more valid. Having the correct month of the annual meeting bu then violating the 60 day provision of a nominating committee in the Bylaws, or having the annual meeting in the incorrect month, but conforming to the 60 days nominating committee period in the Bylaws?"

I'm confused as to how having the annual meeting in the correct month equates to violating the 60-day provision of a nominating committee. Based on what you've described, it sounds like regardless of when the annual meeting occurs, the nominating committee would commence at least 60 days prior. What am I missing?

NpB (Arizona)
Posts: 605

Posted:

Quote:

Posted By ND on 09/29/2020 5:28 PM
To quote you recent question, "I am asking which argument would be more valid. Having the correct month of the annual meeting bu then violating the 60 day provision of a nominating committee in the Bylaws, or having the annual meeting in the incorrect month, but conforming to the 60 days nominating committee period in the Bylaws?"

I'm confused as to how having the annual meeting in the correct month equates to violating the 60-day provision of a nominating committee. Based on what you've described, it sounds like regardless of when the annual meeting occurs, the nominating committee would commence at least 60 days prior. What am I missing?

If the correct month of the meeting is October, then that would conflict with the 60 day provision of the Nominating Committee.

GeorgeS21 (Florida)
Posts: 3,808

Posted:

Please quote the exact Bylaws language, and any CCR language associated with the annual meeting.

ND (PA)
Posts: 792

Posted:

Quote:

Posted By NpB on 09/29/2020 5:48 PM

Posted By ND on 09/29/2020 5:28 PM
To quote you recent question, "I am asking which argument would be more valid. Having the correct month of the annual meeting bu then violating the 60 day provision of a nominating committee in the Bylaws, or having the annual meeting in the incorrect month, but conforming to the 60 days nominating committee period in the Bylaws?"

I'm confused as to how having the annual meeting in the correct month equates to violating the 60-day provision of a nominating committee. Based on what you've described, it sounds like regardless of when the annual meeting occurs, the nominating committee would commence at least 60 days prior. What am I missing?

If the correct month of the meeting is October, then that would conflict with the 60 day provision of the Nominating Committee.

Maybe I'm slow . . .

If the correct month of the annual meeting is October. And in your words, "the elections of Board Directors are held at the annual meeting". And in your words, "you need a nominating committee commencing at least 60 days prior the election". Then the nominating committee would commence no later than a date in August that is 60 days prior to the annual meeting and election date.

For example:

Annual meeting date = election date = 15 October.
Nominating committee will commence no later than 16 August.

But as George said, perhaps quoting verbatim your docs as they pertain to annual meeting and nominating committee will provide the details needed to understand.

NpB (Arizona)
Posts: 605

Posted:

Quote:

Posted By ND on 09/29/2020 9:41 PM

Posted By NpB on 09/29/2020 5:48 PM

Posted By ND on 09/29/2020 5:28 PM
To quote you recent question, "I am asking which argument would be more valid. Having the correct month of the annual meeting bu then violating the 60 day provision of a nominating committee in the Bylaws, or having the annual meeting in the incorrect month, but conforming to the 60 days nominating committee period in the Bylaws?"

I'm confused as to how having the annual meeting in the correct month equates to violating the 60-day provision of a nominating committee. Based on what you've described, it sounds like regardless of when the annual meeting occurs, the nominating committee would commence at least 60 days prior. What am I missing?

If the correct month of the meeting is October, then that would conflict with the 60 day provision of the Nominating Committee.

Maybe I'm slow . . .

If the correct month of the annual meeting is October. And in your words, "the elections of Board Directors are held at the annual meeting". And in your words, "you need a nominating committee commencing at least 60 days prior the election". Then the nominating committee would commence no later than a date in August that is 60 days prior to the annual meeting and election date.

For example:

Annual meeting date = election date = 15 October.
Nominating committee will commence no later than 16 August.

But as George said, perhaps quoting verbatim your docs as they pertain to annual meeting and nominating committee will provide the details needed to understand.

Annual meeting month is October but for past 20 years or more, it has been held in a different month. How can there be a meeting in October when bylaws require a nominating committee commence at least 60 days prior to annual meeting.

CathyA3 (Ohio)
Posts: 6,299

Posted:

Quote:

Posted By NpB on 09/29/2020 9:47 PM
... snip ...

Annual meeting month is October but for past 20 years or more, it has been held in a different month. How can there be a meeting in October when bylaws require a nominating committee commence at least 60 days prior to annual meeting.

By firing up the nominating committee at least 60 days prior to the annual meeting date, whenever it is.

Most nominating committees are ad hoc, which means they activate as needed, do their work, then stand down again until the next time.

I'm still not understanding why this is an issue, unless the bylaws also list a specific date when the committee gets going which doesn't allow for the 60 days. (Our committee gets 30 days, which is perfectly fine. The real work of grooming candidates goes on all year 'round, and involves encouraging participation in community affairs.)

SheliaH (Indiana)
Posts: 6,964

Posted:

Yup. This is why I don't believe in nominating ,s - why not announce A number of spots are open and or X number are running for re-election? Tell everyone what th qualifications are and the deadline to sign up? Then you can have a "meet the candidates" event where people can ask questions and then vote at the annual meeting.

This sounds like the annual meeting date got pushed back because the nominating committee didn't start or finish its job. 20 years of this and no one called out this committee and the board didn't dismiss the members and got other people who would do the job properly???

These folks who are concerned about the documents being followed - ask them about that as well. You can't sit on your hands for 20 years and let things go and then decide yes this is a problem. And to suggest that perhaps the last 20 years of board decisions should be tossed? I think the main issue here are homeowners who aren't paying attention.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

TimB4 (Tennessee)
Posts: 21,059

Posted:

Np,

You seem to worry too much about the what ifs.
My opinion is to stop worrying about if someone would challenge or not until it happens.
I seriously doubt anyone would want to spend the amount of time, energy and money to contest all past elections.

Deal with what is more likely.
Someone called the issue of the meeting month.
If you can't find the minutes where this was changed by membership vote and the Bylaws (expecting the board simply failed to update the documents after a proper vote), then honor the request and comply with the meeting date as written.

From what you're posting, you are going to be in violation either way (holding it in the wrong month or failing to have a nominating committee at least 60 days prior). Therefore, correct the larger issue of the meeting date and fix everything else for next years meeting.

GeorgeS21 (Florida)
Posts: 3,808

Posted:

NpB,

The actual language from Bylaws, and from CCRs (if there is any).

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Most associations have dropped Nominating Committees. They are especially useless if nominations are allowed from the floor at the Annual Meeting.

NpB (Arizona)
Posts: 605

Posted:

Quote:

Posted By TimB4 on 09/30/2020 6:40 AM
Np,

You seem to worry too much about the what ifs.
My opinion is to stop worrying about if someone would challenge or not until it happens.
I seriously doubt anyone would want to spend the amount of time, energy and money to contest all past elections.

Deal with what is more likely.
Someone called the issue of the meeting month.
If you can't find the minutes where this was changed by membership vote and the Bylaws (expecting the board simply failed to update the documents after a proper vote), then honor the request and comply with the meeting date as written.

From what you're posting, you are going to be in violation either way (holding it in the wrong month or failing to have a nominating committee at least 60 days prior). Therefore, correct the larger issue of the meeting date and fix everything else for next years meeting.

Correct, it will be a violation either way. If a meeting is held in the month of October, then the terms of the Directors will be shortened and those Directors could challenge their terms being shortened from 3 years to 2 years and X months since Board terms commence and end at annual meeting, which for the last 20+ years has been held in a different and incorrect month. A Director or homeowner would have two claims before an administrative law judge for violation of the Bylaws if the Annual Meeting and election were held in October. I have no idea who changed the meeting month or why 20+ years ago. I have no minutes of that change.

GeorgeS21 (Florida)
Posts: 3,808

Posted:

NpB,

The actual language?

KerryL1 (California)
Posts: 14,550

Posted:

Yes, how about the actual language in your documents, NpB? Why hesitate?

TimB4 (Tennessee)
Posts: 21,059

Posted:

Do you really think that the sitting Directors, who would be trying to comply with the governing documents, would make a legal challenge that they didn't serve out their full terms?

Another What if?

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By GeorgeS21 on 09/30/2020 9:47 AM
NpB,

The actual language?

Yes. Stop dancing and answer the question. Actual language.

NpB (Arizona)
Posts: 605

Posted:

Quote:

Posted By TimB4 on 09/30/2020 3:04 PM
Do you really think that the sitting Directors, who would be trying to comply with the governing documents, would make a legal challenge that they didn't serve out their full terms?

Another What if?

If their terms got truncated, they could because Bylaws state terms are for three years. Only members can change terms.

NpB (Arizona)
Posts: 605

Posted:

Quote:

Posted By TimB4 on 09/30/2020 3:04 PM
Do you really think that the sitting Directors, who would be trying to comply with the governing documents, would make a legal challenge that they didn't serve out their full terms?

Another What if?

Not a what if? A real life situation. Certain Board members' terms have the possibly of being truncated if an Annual Meeting were held in October. Should those Board members file a claim with an Administrative Law Judge for violation of the Bylaws, which state the terms are for 3 years, what are the chances they prevail?

BillH10 (Texas)
Posts: 1,217

Posted:

It is my opinion the percentage chance the Board members whose terms were truncated would prevail is someplace between zero and the square root of minus 1.

No ALJ in his or her right mind will entertain for a moment a plea for relief, especially if the term is shortened for less than a year. The reason why the terms would be truncated is reasonable, the Association would be taking steps to end a 20 year failure to follow the Bylaws. Frankly, I think the ALJ would send the plaintiffs and their attorney packing for wasting the court's time on a minor administrative matter which does not involve economic or similar harm to the plaintiffs.

Why are you worried about this?

NpB (Arizona)
Posts: 605

Posted:

Quote:

Posted By BillH10 on 10/01/2020 2:52 PM
It is my opinion the percentage chance the Board members whose terms were truncated would prevail is someplace between zero and the square root of minus 1.

No ALJ in his or her right mind will entertain for a moment a plea for relief, especially if the term is shortened for less than a year. The reason why the terms would be truncated is reasonable, the Association would be taking steps to end a 20 year failure to follow the Bylaws. Frankly, I think the ALJ would send the plaintiffs and their attorney packing for wasting the court's time on a minor administrative matter which does not involve economic or similar harm to the plaintiffs.

Why are you worried about this?

Thank you. So then what happens to the term of someone who was elected in the Spring of 2019 for a 3 year term. If the next meeting is held correctly in October 2021, would it be permissible for that person's term to be truncated to October 20121 vs Spring of 2022?

GeorgeS21 (Florida)
Posts: 3,808

Posted:

All BS from nPB at this point - just avoiding the actual information.

Question is: why?

Burning my life away with BS.

GeorgeS21 (Florida)
Posts: 3,808

Posted:

All BS from nPB at this point - just avoiding the actual information.

Question is: why?

NpB (Arizona)
Posts: 605

Posted:

Quote:

Posted By GeorgeS21 on 10/01/2020 3:54 PM
All BS from nPB at this point - just avoiding the actual information.

Question is: why?

Why do you keep responding to my posts if you don't like them.

MODERATOR, please place this poster on my ignore list at this pernicious poster/agitator loves to troll my posts.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By BillH10 on 10/01/2020 2:52 PM
It is my opinion the percentage chance the Board members whose terms were truncated would prevail is someplace between zero and the square root of minus 1.

No ALJ in his or her right mind will entertain for a moment a plea for relief, especially if the term is shortened for less than a year. The reason why the terms would be truncated is reasonable, the Association would be taking steps to end a 20 year failure to follow the Bylaws. Frankly, I think the ALJ would send the plaintiffs and their attorney packing for wasting the court's time on a minor administrative matter which does not involve economic or similar harm to the plaintiffs.

Why are you worried about this?

I agree.

GeorgeS21 (Florida)
Posts: 3,808

Posted:

Oh, c’mon, you start a thread, almost everyone asks you for the text ipt the document you refer to, and you repeatedly ignore the requests ...

What are you hiding?

Why won’t you provide the information?

Why?

SheliaH (Indiana)
Posts: 6,964

Posted:

Quote:

Posted By NpB on 10/01/2020 4:03 PM

Posted By GeorgeS21 on 10/01/2020 3:54 PM
All BS from nPB at this point - just avoiding the actual information.

Question is: why?

Why do you keep responding to my posts if you don't like them.

MODERATOR, please place this poster on my ignore list at this pernicious poster/agitator loves to troll my posts.

This works both ways, you know. None of us know each other personally, so if someone says something you don't like, why not just ignore it? You don't have to respond to every poster. Nor do you have to take anyone's advice. Take some, none or all of what's being said, but stop throwing fits because people don't agree with you. That's life and this isn't necessarily an amen corner.

That said, I have to agree - this is a lot of brain energy being spent over something that's relatively easy to fix. Simply insist the and so should be held in October of talk your neighbors theirs into pushing for a change in the bylaws that will allow the meeting to be held another month under certain circumstances, if you like. Why are you trying to climb the side of a building when it's easier to take the stairs or elevator?

Sure it requires more work, but it's cheaper than going to court and trying to toss the last 20 years. And you're trying to figure out which argument might be more compelling, which might indicate this exercise really is a waste of time but You want to try and turn dog poo into chocolate cake.

You can't change the past, but you can learn from it.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

NpB (Arizona)
Posts: 605

Posted:

Quote:

Posted By GeorgeS21 on 10/01/2020 4:50 PM
Oh, c’mon, you start a thread, almost everyone asks you for the text ipt the document you refer to, and you repeatedly ignore the requests ...

What are you hiding?

Why won’t you provide the information?

Why?

So I am supposed to go into a hot attic to retrieve them all to please a troll poster?

TimB4 (Tennessee)
Posts: 21,059

Posted:

Np,

I think the general consensus is that the board should comply with the Bylaws.
Will there be consequences (shortened terms, perhaps lower turnout, no nominating committee)? Yep, there will be.
Is this something to worry about? Probably not.

You know your members better then we do.
If you actually believe that someone will take legal action, then consult an attorney.

As for your questions, I think the opinions have been stated.

NpB (Arizona)
Posts: 605

Posted:

Quote:

Posted By SheliaH on 10/01/2020 4:50 PM

Posted By NpB on 10/01/2020 4:03 PM

Posted By GeorgeS21 on 10/01/2020 3:54 PM
All BS from nPB at this point - just avoiding the actual information.

Question is: why?

Why do you keep responding to my posts if you don't like them.

MODERATOR, please place this poster on my ignore list at this pernicious poster/agitator loves to troll my posts.

This works both ways, you know. None of us know each other personally, so if someone says something you don't like, why not just ignore it? You don't have to respond to every poster. Nor do you have to take anyone's advice. Take some, none or all of what's being said, but stop throwing fits because people don't agree with you. That's life and this isn't necessarily an amen corner.

That said, I have to agree - this is a lot of brain energy being spent over something that's relatively easy to fix. Simply insist the and so should be held in October of talk your neighbors theirs into pushing for a change in the bylaws that will allow the meeting to be held another month under certain circumstances, if you like. Why are you trying to climb the side of a building when it's easier to take the stairs or elevator?

Sure it requires more work, but it's cheaper than going to court and trying to toss the last 20 years. And you're trying to figure out which argument might be more compelling, which might indicate this exercise really is a waste of time but You want to try and turn dog poo into chocolate cake.

You can't change the past, but you can learn from it.

Since you post is refreshingly intelligent I will respond. This HOA has dug itself into a mess. I have no idea why for the past 20+ years the Annual Meeting was held in the incorrect month and who changed it. Obviously, I am all for having the meeting in the correct month, but that opens up other issues like timely notification for possible candidates, some terms getting truncated, etc.. If the meeting is held in October and at the same time, the members vote to change the annual meeting month to February, does that mean the members who were elected in October 2020, get a 3 year and 4 month term? Does there then need to be an ANNUAL meeting in February 2021 if the members change the month to February and if so, would the person whose term is up in 2022 be then truncated by one year? Do you see all the problems that can arise and legal challenges?

GeorgeS21 (Florida)
Posts: 3,808

Posted:

nPB,

You started this thread ... the lack of information, and your repetitive what ifs means NO ONE really knows to what you are referring ... or, if this is hypothetical nonsense.

Use of the word “troll” is a cop out ... you know it.

So, post the information that will allow the folks here to understand whether there is a solution, or note that this is hypothetical.

I’ve been in a couple of board meetings recently - so many have wasted so much time.

Give us the facts! Please!!

ND (PA)
Posts: 792

Posted:

Maybe time would be better spent retrieving documents from the hot attic and scanning them into an electronic, searchable format to help bring your HOA out of the Stone Age.

NpB (Arizona)
Posts: 605

Posted:

Quote:

Posted By ND on 10/01/2020 7:24 PM
Maybe time would be better spent retrieving documents from the hot attic and scanning them into an electronic, searchable format to help bring your HOA out of the Stone Age.

Perhaps more erudite comments would be helpful.

GeorgeS21 (Florida)
Posts: 3,808

Posted:

Please post the language in your documents.

Stop the delay and obfuscation.