Annual Meeting Question

Started by ShannonM4 • 7 replies • 378 views

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ShannonM4 (California)
Posts: 30

Posted:

Our Annual membership meeting to hold an election was delayed until November of this year.
The Bylaws state that the Annual membership meeting to hold elections shall be held on the next succeeding 1st day of March.

I think the Board will try to tell the membership that the newly elected Board members are elected for a whole year.

The verbiage is here: https://drive.google.com/file/d/1dpYPQyJjIr5NFQWOQ7rXBfnYxvZQDrXq/view?usp=sharing

So does this mean the next annual meeting it in March?

CathyA3 (Ohio)
Posts: 6,299

Posted:

Not a lawyer, but...

My community is similar. Our CC&Rs require the annual meeting to be held in the 1st quarter, but the actual meeting was delayed into September because of the pandemic.

I expect that the date of the annual meeting as defined in the CC&Rs will take precedence, so the terms served by the board members will run from March to March of the following year. It is equivalent to a corporation's "fiscal year" which may not coincide with the calendar year.

There are many things that can result in an annual meeting being delayed. These can include failure to meet quorum requirements, requiring a second attempt. Weather is another cause for delay: hurricanes down south and snow storms up north. If you adjusted your fiscal year every time one of these events occurred, you'd have chaos (and your accountant would not be pleased).

Another reason to adhere to the March to March definition of the board's term is that many board members do not serve a full term. They may resign, and the newly appointed replacement will only serve out the remainder of the term.

It gets less clear when you have a delayed election, because in theory each person is elected to a one-year term, as you noted. And if the bylaws don't address these exceptions specifically (my bylaws don't either), then the board will have to either get a legal opinion or punt.

In this case, I'd say that the needs of the corporation - ie, the need to have orderly processes - supersede any "right" of a board member to serve a full year.

But, as noted, I'm not a lawyer.

ShannonM4 (California)
Posts: 30

Posted:

Quote:

Posted By CathyA3 on 12/24/2020 6:40 AM
Not a lawyer, but...

My community is similar. Our CC&Rs require the annual meeting to be held in the 1st quarter, but the actual meeting was delayed into September because of the pandemic.

I expect that the date of the annual meeting as defined in the CC&Rs will take precedence, so the terms served by the board members will run from March to March of the following year. It is equivalent to a corporation's "fiscal year" which may not coincide with the calendar year.

There are many things that can result in an annual meeting being delayed. These can include failure to meet quorum requirements, requiring a second attempt. Weather is another cause for delay: hurricanes down south and snow storms up north. If you adjusted your fiscal year every time one of these events occurred, you'd have chaos (and your accountant would not be pleased).

Another reason to adhere to the March to March definition of the board's term is that many board members do not serve a full term. They may resign, and the newly appointed replacement will only serve out the remainder of the term.

It gets less clear when you have a delayed election, because in theory each person is elected to a one-year term, as you noted. And if the bylaws don't address these exceptions specifically (my bylaws don't either), then the board will have to either get a legal opinion or punt.

In this case, I'd say that the needs of the corporation - ie, the need to have orderly processes - supersede any "right" of a board member to serve a full year.

But, as noted, I'm not a lawyer.

This is what the Bylaws say: https://drive.google.com/file/d/1hYMLLVsLlUK92gF1SXd5P_vSXAgLuYWn/view?usp=sharing

CathyA3 (Ohio)
Posts: 6,299

Posted:

The bylaws are talking about officers, not directors - although usually they're the same. Officer refers to the President, Treasurer, Secretary, etc. - it's a job description.

Many bylaws require the officers to be board members, but not all do. And officer positions can change as needed, they don't need to coincide with a board member's term (although they usually do).

JohnC77 (California)
Posts: 562

Posted:

The Annual meeting will still be required to be held until the Bylaws are amended.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Many dcos specify when the Annual Meeting should be held. As an example ours say on or before April 15. Many associations, ours included, postponed their Annual Meeting and the present BOD stays in office. We did so for safety reasons due to Covid and we have yet to establish a new date

I expect in this Covid day and age that most courts would uphold our decision if it got that far. Fortunately, we do not have any anklebiters second guessing us..

JohnC77 (California)
Posts: 562

Posted:

Many associations postpone or move annual dates for a variety of reasons. It doesn't change the fact that the next annual meeting has to be held according to the governing documents.

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