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AdamL1 (UnitedStates)
Posts: 559
Posted:
Wondering what yall think of this. I've started reviewing the Annual Meeting Minutes, back to 2015 and have noticed a trend. At nearly each Annual Meeting, the minutes describe that quorum was not met...yet they continued the meeting, electing new Directors and conducting other business. In reading the HOA docs, it generally says that if quorum is not met, then a new meeting not less than 10 days later shall be scheduled, which then has a reduced quorum requirement. Perhaps I'm missing something, but is this normal? Is there some parliamentary work around to keep doing the Annual Meeting?

Thoughts?
AugustinD
Posts: 3,698
Posted:
Quote:
Posted By AdamL1 on 01/18/2022 7:02 AM
Wondering what yall think of this. I've started reviewing the Annual Meeting Minutes, back to 2015 and have noticed a trend. At nearly each Annual Meeting, the minutes describe that quorum was not met...yet they continued the meeting, electing new Directors and conducting other business. In reading the HOA docs, it generally says that if quorum is not met, then a new meeting not less than 10 days later shall be scheduled, which then has a reduced quorum requirement. Perhaps I'm missing something, but is this normal? Is there some parliamentary work around to keep doing the Annual Meeting?

Thoughts?
In my experience your suspicions are correct. There is no Robert's Rules or other parliamentary work-around when quorum is not met. I am confident the rather lightweight Idaho HOA statute is likewise silent on the point.

If quorum were not needed to conduct association business, then quorum would not be specified in the Bylaws.

Lacking a quorum, I suppose a discussion could be held, and the Board could send out notes on the discussion as some kind of informal HOA newsletter yada announcement. But these notes should not be represented as Minutes. Nor should such notes support anyone's contention that business was lawfully conducted.

Was business conducted at these meetings? Did those yahoos pass an amendment to the governing documents at any of these owners' meetings where quorum was not met.

You're the new president of the HOA, right? At the next owners' meeting where quorum is not met, I hope you consider getting on record the proper way to proceed when quorum is not met, and observe that you do not believe prior boards, with the implied consent of owners, were handling this correctly.

This "trend" is almost long enough for someone to start arguing that there was an implicit amendment yada to the Bylaws. Don't buy this. It has not been that long.
AugustinD
Posts: 3,698
Posted:
Quote:
Posted By AdamL1 on 01/18/2022 7:02 AM
At nearly each Annual Meeting, the minutes describe that quorum was not met...yet they continued the meeting, electing new Directors and conducting other business.
Oops on me. AFAIC AdamL1's first post above was wonderfully concise and well-written, and I still missed the above. A few observations:

-- I would not fight the lack of elections for new directors. Why? First, no owner at the time really fought this. Arguably owners consented to it? Second, nationwide the nonprofit corporation statutes say that directors remain as directors until a successor replaces them. When quorum is not met at the annual meeting, and no lawful election occurs, the board seats do not just go empty.

-- Your board should consider invalidating any action taken as a result of motions voted on et cetera at these meetings-where-quorum-was-not-met. (If per chance motions were made and passed et cetera that were not on the official, noticed agenda, the Idaho nonprofit corporation act says these actions are invalid.)
TimB4 (Tennessee)
Posts: 21,059
Posted:
Adam,

Should the meeting have continued? No.

Now, to be realistic, providing that the only voting option on the agenda was new directors, what would have changed. Nothing except additional association funds spent on rescheduling the meeting (mailing of notices, etc.).

Your posting is the first I've seen that required a second meeting to be called. Typically, if a forum isn't met, it's an option to have a second meeting - not a requirement.

In those situations where the second meeting is optional, the existing directors would continue to serve and could then appoint new directors. Usually from those who were volunteering in the first meeting.

Now, if you were amending governing documents, I would be more concerned.

Again, no vote should have been taken unless a quorum was reached.
In reality, would it have changed anything?

My suggestion, gather support to amend the governing documents and change the quorum requirements that can more easily be reached. This way, it won't be an issue in the future.
AdamL1 (UnitedStates)
Posts: 559
Posted:
here's what I think the section discussing quorum for the Annual Meeting is. Its a bit difficult to say for sure, as Quorum is described in half a dozen other places in the documents.

---------------
Adjourned Meetings.
If any meeting of the Corporation cannot be organized because a quorum has not attended, the Members who are present, either in person or by proxy, may adjourn the meeting to a time not less than ten (10) days nor more than thirty (30) days from the time the original meeting was called, at which meeting the quorum requirement shall be the presence in person or by proxy of the Members holding at least thirty percent (30%) of the total votes entitled to be cast at such meeting. Such adjourned meetings may be held without notice thereof as provided in this Article 3, except that notices shall be given by announcement at the meeting at which such adjournment is taken. If a meeting is adjourned for more than thirty (30) days, notice of the adjourned meeting shall be given as in the case of an original meeting.
---------------------------

I'm not quite sure how to understand the "may adjourn the meeting" line. Advice?

if no quorum, then the meeting legally does not move forward, and then the members may choose to schedule a new meeting later?
AugustinD
Posts: 3,698
Posted:
Quote:
Posted By AdamL1 on 01/18/2022 9:03 AM

---------------
Adjourned Meetings.
If any meeting of the Corporation cannot be organized because a quorum has not attended, the Members who are present, either in person or by proxy, may adjourn the meeting to a time [snippage]
Attempting a second meeting is optional (like TimB4 indicated). In other words, and assuming no one motioned to adjourn the meeting to a future time (per the Bylaw), prior boards violated no rule by not attempting a second meeting.
AugustinD
Posts: 3,698
Posted:
Quote:
Posted By AdamL1 on 01/18/2022 9:03 AM

if no quorum, then the meeting legally does not move forward, and then the members may choose to schedule a new meeting later?
Correct. When quorum is not met for your annual meeting, a 'motion to adjourn to a future time' yada is the only action that has any meaning.
AdamL1 (UnitedStates)
Posts: 559
Posted:
OK, so the followup meeting is optional, but any/all actions and continued 'meeting' for the next 90 minutes is not legally valid? Just a group of people that happen to be talking about HOA stuff? The minutes are not official and valid?
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Adam

Once Quorum was not met it became a shoot the chit session, nothing more.
AugustinD
Posts: 3,698
Posted:
I agree with JohnC46 and AdamL1's assertions (posed as questions) that this was not a legally valid meeting et cetera. The minutes are only valid to the extent they record the lack of quorum, time started, time ended (even though it was not a meeting where actions, pursuant to the agenda, may be taken by the owners' vote).
JohnC46 (South Carolina)
Posts: 14,265
Posted:
In a prior HOA (700 private homes) we had to have 50% for a Quorum. Each Adjournment cut that number in half. We once went as far as two adjournments so a Quorum of 12.5%. Some call that apathy. Some call it happy owners.

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