Problems with Annual Meeting Quorum and Proxies

I agree that proxies can be misused. However, without them many associations would never make quorum for their annual meeting, and I don't believe that quorum should be abolished - otherwise you'd end up with more serious abuses that you see with proxies.

If you believe proxies are being misused in your community, you should try to tighten up proxy procedures that are the real problem. Getting rid of proxies altogether would be like chucking out your car because you have a flat.

Is it possible that nobody submitted any nomination forms and your current board of directors were reelected through acclimation?

I agree. Proxies are a valuable tool but often misused and not understood.

ADD ON

Without proxies, we would not make Quorum of 20% of 112 owners. Was 50% but we did an amendment to 20%. I am seeing more and more at 10%

Hi, last year we had 5 new members running to replace the board incumbents, this year we had 4.

My former association in California eliminated quorum and proxies when the Bylaws we restated, as recommended by the owner of the www.davis-stirling.com site They are also the legal counsel of record for my old association. Quorum is useless, and if not used, proxies are not needed either. Secret ballots, or absentee voting have taken over the use of proxies. The state of Arizona has banned the use of proxies for HOA's.

How is quorum tabulated? The number of secret ballots received, plus any proxies brought to the meeting, plus any Member who shows up to the meeting, but may not want to vote. Proxies can be general or directed. If general, they are for quorum purposes only. While proxies may still be in the CCRs and Bylaws, associations are no longer required to send them out as secret ballots count toward quorum.

Now you have the issue what if you don't receive enough ballots? Bylaws will have a provision whereas the Members present, either in person or by proxy, may adjourn the meeting to a later date where quorum could possibly be reduced, sometimes as much as half or 25%. So in an association of 100 Units, 44 ballots or proxies were returned and quorum is 51. If the Members present at the meeting vote yes to adjourn, then at the next meeting you already have enough ballots to make quorum. If the Members who attended the meeting vote no, then the meeting is over, and the Board remains the same. My company conducts HOA elections in California. This exact scenario happened two weeks ago.

While secret ballots will count towards quorum, the Members MUST be present in order to adjourn. How does the outer envelope of a secret ballot cast a vote to adjourn? Could a candidate create a proxy just giving the proxyholder the Members power to adjourn, yes. I have never seen it done. You have to know how the game is played.

Quorum is only required when voting to raise assessments greater than 20% or special assessments greater than 5%, California Civil Code §5605, and is defined as more than 50% of the Members.

We required 109 ballots and only 75 were submitted. The board obtained 21 proxies to go against dropping the quorum to 55 ballots to have an election of board members.

Correction: How many ballots were submitted by mail?

Unfortunately, all legal.

There are some legislatures in Sacramento working on eliminating quorum for the election of directors and eliminating proxies in HOA's.

No EdwardD4, there is no 'number of ballots required to achieve quorum.' If the Bylaws set the quorum at 109, then the question is: What is the sum of (1) the number of ballots submitted (by mail or drop-off) in advance of the annual meeting; (2) the people who attended by proxy; and (3) the people who attended in person?

Do you know these three numbers?

I haven't sent a proxy out in 5 years, maybe longer. Ballots are either mailed or can be dropped off, at a management company, a drop box on premises, or brought to a meeting. If the meeting is held by Zoom, there are no attendees dropping off ballots. It should be stated on the ballot that they need to be received by, say 5:00 PM, the day before the meeting. Many associations have eliminated proxies for election of directors, therefore, the only document needed to count toward quorum are the ballots. Unless of course, you have someone show up on a zoom meeting that says they didn't vote, but wants to count toward quorum. Good luck with that one.

It sounds like this board know how the game is played. If only 3 people showed up for the Zoom meeting and one was holding 21 proxies, plus themselves, the vote to adjourn could be defeated 22-2.

The only legal foot you could stand on is if the election itself was not conducted properly. The adjournment, IMO and experience, was conducted properly.

I'm sure it's just me, Edward, but WHAT were owners voting on? Directors? Changing the number required for quorum? Both? If on changing the Bylaws, what % of Owners must approve the changes? Generally it's 50% +1 or similar.

I have never heard that owners attending the annual meeting, but NOT voting count towards quorum in CA, Max. I've never heard of owners attending the annual meeting and election who don't vote. In addition, when it's joint owners of the same home, we know we may not count each towards quorum, but only one. I'll look it up later.

How many homes or units are in your HOA, Edward?

They have 212 units.

Owners can attend a Annual Meeting and their presence counts towards quorum. They may not vote because the people on the ballots are the scumbags of the earth. It happens and it is all legal.

This was a Annual Meeting and a Meeting to elect Directors. The proxies were used to defeat the adjournment. All legal

You are absolutely correct on the definition of the them. Yes, 212 and we had 75 ballots turned in. Members who were able to use the correct meeting ID and passcode made motions to drop the quorum, and behind our back the board pulls 21 ballots out of you know what to go against dropping the quorum requirements. I’m trying to challenge the meeting due to providing false misleading meeting ID’s and Passcodes in more than one place.

The association manager can conduct the meeting, but they cannot be the inspector of election, meaning they can't count the votes. Because the last two years, meetings are held virtually, many board members don't feel comfortable running meeting. Also, for my meetings, it is my account that is being used, as the majority don't want to pay or run their own account.

You also need to understand the association manager didn't re-elect the board member. What happened was quorum wasn't reached, the Members present, either in person or by proxy chose not to adjourn to a new meeting, where based on your information, quorum would have been reached and an election would have taken place. Right or wrong, that is the procedure. Quorum, like proxies, can be abused, if you know the legal procedures. That is one of the reasons the owner of www.davis-stirling.com recommended getting rid of quorum for the election of directors and proxies.

The proper terminology is adjourn the meeting to a new date, at which time quorum will be what is stated in your Bylaws, in your case, 25%. Someone, either the presiding officer, or someone from the floor makes a motion, asks for a second and then asks for the vote. If a motion is made, and a second not given, then a vote is not taken.

Annual or Membership meetings are required to be run using a recognized method of parliamentary procedures. The requirement can be found in your Bylaws or, if not, in Corporate Code §5000(a).

All the best!

WOW, that was uncalled for.

-- Do you understand that eliminating the quorum requirement requires an amendment of the bylaws?

-- Was the topic "amending the bylaws to eliminate the quorum requirement" on the annual meeting agenda?

-- Do you understand that many more steps are involved to amend the bylaws than simply voting at an annual meeting?

-- This site says that an amendment to the bylaws has to be initiated by the Board: https://www.davis-stirling.com/HOME/HOA-Bylaw-Amendments

Yes, I have learned a lot the past 2 years. And to be honest I know I can do a better job than the 2 board members that don’t live in the complex, in addition to two board members who are partners residing under the same unit. Using unlicensed vendors, steering contracts to the same vendors, conflicts of interest and many other unethical things going on need to be addressed. When you have board members who lie, have no transparency, deflect and minimize questions, consecutive annual deficits where our operating dues can’t cover our monthly expenses. Then yes, I have what it takes.

Kerry

I pay for my Zoom account. In case you're interested, here are the different plans available, https://zoom.us/pricing

I actually have the Business Plan. The free account is limited by minutes and more importantly, features.

There is no prohibition on members who co-own a lot or unit serving simultaneously on the board.

Actually, that provision is allowed to be written into their Election Rules while not having to amend their Bylaws.

Yes I do, but when an IDR was ask to be held with like minded members last year, they would not allow anyone else to join. It’s vague on if more than one member can join or not during an IDR. By the way, I have hard facts on all my findings on what is going on in our community. When the Board put their personal interest before the Association they are in violation of the business judgement rule. Why would anyone want to be on the board consecutively for 22+ years as President in a volunteer position? Two other board members have been serving just as long. Civil code 5100 prohibits 2 members serving under the same parcel to serve together, however this is up to the association to determine. Why not allow an election to occur when we easily met the subsequent quorum. What are they so afraid of? Give others a chance to turn a community around and amend the bylaws that are over 40 years old. You don’t know what is really going on in our community Augustin, so don’t be so judgmental. When 75 members vote out of the 109 required, that is probably better than what most HOA’s can get to have a quorum. By the way, nobody is trying to eliminate the quorum in our HOA, just allow the quorum to be dropped as stated in the bylaws, instead of soliciting proxies to vote against it.

Yes, your 100% correct they don’t want me to be on the board because many of my concerns are valid. As far as proxies go, this will have to wait until next year since we failed to meet the quorum and no meeting was adjourned. However, because they mailed out the wrong Meeting ID and Passcode (go figure) to join the annual meeting properly, I believe this should constitutes another meeting to be held to either 1) gather more ballots. 2) Solicit proxies to drop quorum requirements. They have not responded to my email, and I am in the process of requesting an IDR, however as mentioned before they will not allow the other candidates who were running to join.

(B) Through its bylaws or election operating rules adopted pursuant to subdivision (a) of Section 5105 only, an association may disqualify a person from nomination as a candidate based on any of the following:

(iii) If the person, if elected, would be serving on the board at the same time as another person who holds a joint ownership interest in the same separate interest parcel as the person and the other person is either properly nominated for the current election or an incumbent director.

By the way, Association Manager was the agent to help 2 board members buy two short sale properties in addition to managing their rental properties that allows them to run together. Against the law no, unethical yes putting personal interests before the association. Who knows what kind of financial exchanges occurred, and would probably impossible to investigate.

My question to that is, if the board members were ahead of the game since they new the owners were under water on their property and were able to put in an offer before anyone else. It’s like inside trading in the stock market knowing what’s going to happen before it happens and making a deal before going public.. A lot of questions to consider. Was there a significant amount of HOA dues that piled up? What about real estate fees, commissions, etc between the board members, manager and management property?

Max: First, this is not a Board meeting!

Kerry to Max: Here is Edward's quote: "During last year I did make a motion to drop the quorum, but did not say the term 'Motion or 'Move to.'" It looks like he was NOT referring to a Members meeting, but a Board meeting. At a board meeting, as you know, owners (members) have no standing to make motions.

Max wrote:" Robert's Rules. Under Civil Code §5000(a) membership meetings must be conducted using parliamentary procedures. The most common procedure is Robert's Rules of Order, which allows members to make motions from the floor. In the 'old days' a member could make a motion at the annual meeting..."
Kerry: But the "old days" no longer exist. Matters must be on posted on the agenda way in advance to be motioned BY Mebers at members meetings in CA nowadays. An Open Forum should be conducted.

Max: "A Membership meeting is not a Board meeting and the Board doesn't run the meeting, the presiding officer does, which may or may not be the president." Kerry: I already wrote that. Don't get why you are repeating it?

Max: "An owner can attend a meeting, and choose not to vote, that is their right." Kerry: Of course they may attend. But you stated above the non-voters count towards a quorum. They do not. Ballots that are turned in, even if blank or only have D. tRump written on them, count towards quorum

Max: "If your ballot has a checkbox for quorum purpose only, how would anyone know, UNLESS the ballots were opened, which can only occur if quorum is achieved." Kerry: To repeat: Secret ballots submitted in their double Envelopes count towards quorum in CA. The number of envelopes/ballots is announced at the members meeting and the presider states that quorum has been reached. They certainly are not opened until the appropriate time at the members meeting by the inspectors of election. Of around 100 cast (quorum here is about 56) at our elections, usually 1-2 aren't valid. We generally have way more than 56 envelopes well before the meeting.

Max: "If owners could not make a motion, why did the board create a proxy to defeat adjourning the meeting. If what you are saying is true, all they had to do was NOT make a motion, PERIOD." Well, in our HOA the ballot materials state that if quorum isn't made, the meeting will be adjourned to mm/dd/year. It's also in our Bylaws and election rules. So, it's just like motioning to accept last year's minutes. The meeting either is adjourned, period or adjourned until a certain date.

I did, indeed, not understand Edward's confusion with the language of HOAs. He really was a talking about motions to adjourned to another day not to eliminate quorum. Very confusing writing.