Quorum Not Meet

It has been determined quorum was not meet at our last Annual Meeting where to members were voted in as Directors. However, they have selected officer positions and continue to move forward with making decisions for the community.

Shouldn't another annual meeting/election be called for and the the officer positions and director positions remain the same that they were before the election until quorum is meet?

If there wasn't a quorum, the current board members (the ones serving before the meeting) continue in those positions. Your documents should say if homeowners elect specific officers, although I doubt it because the board members usually appoint offices from among themselves (your documents would specify that as well). Therefore, whoever was president will stay as president until voted off the board or the board selects someone else.

As for the annual meeting and election, you could try to have another one, provided you observe the same rules, such as sending notices 30 days in advance or whatever you have. This time, encourage people to either show up or send in proxies to help establish quorum - check your documents yet again to see if proxies are addressed.

A typical provision in association Bylaws is the ability for the members to adjourn to a new meeting, sometimes with a reduced quorum, say half of the normal 50%. The normal procedure is the members, not the board determines whether a second meeting is should be called. It would be the members present, either in person or by proxy who would vote to move to adjourn to a later date.

This is what the language may look like:

Section 5.7 Quorum. The presence in person or by proxy of a majority of the total voting power of the Association entitled to vote at any meeting shall constitute a quorum for the transaction of business. The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough voting power to leave less than a quorum. In the event any meeting of Members cannot be held because a quorum is not present, the Members present, either in person or by proxy, may adjourn the meeting to a time not less than five (5) days nor more than thirty (30) days from the time of the original meeting date, at which meeting the quorum requirement shall be twenty-five percent (25%) of the total voting power of the Association; provided, however, if after adjournment a new date is fixed for the adjourned meeting, notice of the time and place of the adjourned meeting shall be given to the Members in the manner prescribed for regular meetings; provided further, that in the event the quorum requirement becomes twenty-five percent (25%) of the total voting power of the Association, then the only matters that may be voted upon at any meeting actually attended in person or by proxy by one-third (1/3) or less of the voting power are matters of which notice of the general nature of which was given in the notice of meeting.

We have a board of 5. We had two seats up for relection. Managemnent and Attorney have both confirmed no quoroum was meet. This is what our governing docs state below. Our MC and Attorney have both confirmd quorum wasn't meet.

Section 5 Notice and Qurorum
Written notice of any meeting called for the purpose of taking any action autorized under Section 3 or 4 above shall be sent to all Members not less than 30 days nor more than 60 days in advance of the meeting. At the first such meeting called, the presence of members or of proxies entitled to cast ten percent (10%) of the votes of the Association's membership shall constitute a quorum. If the required quorum is not present , or represented, anaother meeting may be called subject to the same notice requirement, and the required quorum at the subsequent meetindg shall be one-half (1/2) of the required quorum at the preceding meetings. No subsequent meeting shall be held more than 60 days following the preceding meeting.

You must have a large community if you couldn't get either 5% or 10% participation.

How many units or homes are in yer Assn., Courtney?

Hi does anyone have any additional advice based on the additional information I've provided?

If someone allowed two "new" individuals to be "elected" without quorum being met, I would take it to court and challenge the results and process. If the two individuals were already board members, then that's how HOA's roll. Could the two new people have been appointed after the fact? Your Bylaws and state statues should guide the association when quorum isn't reached at a annual meeting.

This morning, I received a call from an attorney asking my advice on election procedures for an rather large HOA, 2700 homes. It appeared the MC sent an email out changing the date of an election from Feb 2022 to April 22. Turns out two board members, up for re-election, never turned their nomination forms in, deadline was Dec 10th. He asked if the two candidates that had turned their forms in by the deadline should challenge the election. My advice was challenge after the April election. It appears the MC, changed the date on their own. Supposedly, three board members met, with no notice and no minutes, and supposedly changed the dates.

My bad. The above is correct, with at most a bit of tweaking from Robert's Rules. E.g. an owner can just stand and make the motion.

850 single family homes! That is incredible number for a volunteer Board to have to be responsible for. I am President of an eighty-four-unit townhome Association and there are enough issues going on either with vendors, projects, residents, or the management company to us as a five-member Board to be busy enough. I am impressed that there are people who are willing to be on a Board with that many SFH. What about beginning the process of breaking up the HOA into smaller sections?

I do not think you have a legal argument that is sufficiently sound to compel an in-person meeting. The omicron variant rages on. Hospitals are overwhelmed. Health care workers are quitting. I support a Board that says the meeting will be in-person.

For the annual meeting, owners should be allowed to add topics to the agenda. The topics need to be submitted such that management has enough time to get them on the agenda and meet notice requirements.

the annual meeting is in february.
the annual meeting is for all owners,, not just the board .

i don't think we need a legal arguement to have an annual meeting in person.. that's the way annaul meetings and elections are supposed to be held.

the annual meeting is in february.
the annual meeting is for all owners,, not just the board .

i don't think we need a legal arguement to have an annual meeting in person.. that's the way annaul meetings and elections are supposed to be held.