Motions, Roll Call, Adjournment of HOA members meeting

Motions, Roll Call, Adjournment of HOA members meeting:

In our last annual meeting of owners over Zoom, the property manager put all owners on mute, and directors unmuted. A member could not unmute themselves.

The first 8 minutes was chit chat amongst the current directors giving their history.

8 minutes in the treasurer asked the property manager if there was a quorum.

The property manager said "unfortunately we do not have a quorum, we need 74 people, and as all you can see me only have 31 on the meeting. And 16 proxies."

Treasurer: "With that, I make a motion to adjourn this meeting. Do I have a second? {seconded by a director} All the board members in favor signal with an Aye. {Ayed} Motion carried. This annual meeting is officially adjourned. So now we are going to go into presentation everybody!"

Several issues here

a) Assuming we had the ability to unmute (which we didn't), what is the correct way for a member to request a roll call?

- Our bylaws require this on the annual meeting agenda "2) calling of the roll and certification of proxies"

- The management company wrongly stated that quorum requirement was 51% (74) and not 30% (44) according to our Bylaws

- The management company was counting attendance by how many open lines that showed on the zoom call, and not the weight of the vote of that person. For example, "Timmy" has 3 units, so has a weighted attendance of 3. "Brian" has 6 units, so has a weighted attendance of 6. This is very common in our community for an owner to have more than one unit.

- Doing the math, we had a quorum.

What is the correct way for a member to request a roll call during the meeting?

b) Assuming we had the ability to unmute, and assuming there was no quorum. What is the best method for a member to motion to adjourn the meeting to a later date?

- After the board adjourned the meeting, they made no effort to arrange another meeting.

- There were two board vacancies, and three members that submitted their bios for board consideration. None of them were given the opportunity. Instead the Board voted amongst themselves to remain on the board for another year.

-Bylaws read: "d) A quorum at members' meetings shall consist of persons entitled to cast a majority of the votes of the entire membership. If any meeting of the members cannot be organized because a quorum has not attended, the members who are present, either in person or by proxy, may adjourn the meeting for at least (10) days, and adequate notice of the new date shall be given as described in subparagraph (c) of this Paragraph 3.

What is the correct way for members to adjourn the meeting so that it does not get tabled for another year?

We have the opposite of what most Associations experience. We actually meet quorum, and have more people volunteering than expired director terms. It is just not executed correctly. There is a finally another meeting coming up next month, so trying to pre-empt this from being a repeat of last year.

First: There have been so many violations. Members, not just me, have requested answers.

Second: Correct, condos and Tennessee Horizontal Property Act as well as non-profit corporation statutes

Third: No. But no one can get on the Board. Not one current director was voted in by the members. And from the five directors, only the minutes of one "director" being voted on is available to members.

Fourth: I have previously requested this demand to the Board and copied the management company and certified mail. No response.

Fifth: Thank you for drafting this letter, I am going to send this out in this format certified and copied to more people than last time.

Thank you for pointing out those paragraphs on the Horizontal Property Act, I will include them.

Members experience so far is that certified letters do not get responded to. Just ignored.

We (many members) have been trying to avoid a law suit, and instead just simply stating the facts, and trust that the Board will act. But it has not worked.

If this annual meeting does not happen, AGAIN, it will probably result in an expensive law suit.

You will see some questions I have about annual meetings coming up on this forum, that might seem simple. But it is an effort to make the annual meeting happen squeaky clean, as there are more than enough volunteers again this year and avoid a law suit. Several members have asked for an independent company to certify attendance, proxies, and votes. It was denied.

Here as some examples of why there are more volunteers than vacancies last year and this year.

*There has been no audit of our association, even though it is required annually. The board 'votes' not to have one.

*Several members have asked to see a few financial documents, consisting of 12 to 16 invoices in total, and have been denied.

*We usually have an annual revenue of about $600k (not audited), but have an insurance claim of nearly $10 million, all of which has been paid to ONE vendor. Members are denied that accounting and what scope was performed.

*Not ONE of the current directors were voted in by members. And out of all the current five "directors" there are only minutes available for one of those meetings. The rest of the decisions were over email so according to the HOA, wrongly, not available for members to review.

*Members are very concerned about the structural integrity of our condos, but are not allowed to see the engineer's reports, if they exist, upon request. Members are not allowed by the board to attend Board Meetings (Tn has not adopted open meetings yet) and written requests do not get a response.

I have to apologize in advance because I will be asking what seem like simple and mundane questions for this upcoming annual meeting. But it could prevent a massive law suit that we probably should have started earlier this year. This annual meeting allows for the new Board to see if D&O insurance and contractor law suits come in to play. And if our structure is safe. And how money has been spent.

I would rather an honest annual meeting so new people where new people are voted, than our community making the news

Update:

Success!

We had it confirmed publicly that quorum was being counted incorrectly. It should be 30% not 51%.

Unlike most HOA/COAs we always have more people volunteer than vacancies, but it is always called as "no quorum" by the management company, so then the last board stays on. If members want to question the quorum, then you have to sue.

Not only that, the owners knocked quorum out of the park! We had about 60% attendance! Double what was needed.
We haven't had a quorum, "allegedly", for at least 7 years.

In addition, members also questioned before the meeting how the roll call can be validated, putting the MC on notice that if things don't add up, then we want to see. I was the only person questioning that last year, and was blown off by the MC and Board. But with other members also sending in emails it helped for this meeting to be on the up and up.

And as a safety net, I sent a polite email that if quorum is not met, then it is it the members that adjourn the meeting to another date, not the board. Last year, despite meeting quorum and having more people volunteer than vacancies, the same board stayed on for another year, and members had no opportunity to reschedule unless we sued. And we were also in the middle of an insurance claim.

It's not often you see success stories, but thank you to the responses of this forum for chipping away at these issues one by one.

The new board has a lot of repairing to do. But it is a start.

Good work! Please keep us posted.

Janine's HOA's success also illustrates how unifying a batch of owners to also express their opinions or be active in other ways can make a huge difference!

JanineR, thank you for the update. I hope whoever is putting together the agenda for the first board meeting knows what he/she is doing. Anything else you care to share in the future is welcome, at least by me.

Based on experience, in order for the association to operate properly, you'll need a board working together, not always agreeing with one another, a ethical property management company and manager and an ethical attorney.

The PMC and manager should be willing to walk away if they see a board, willingly, operating outside the constraints of the law. A good PMC can set you up on solid footing and keep you moving in the right direction. But, first, you must have someone who knows what the hell they are doing.