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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.