BOARD ELECTION LAWSUIT. Thoughts on this?

Cross Complaint Lawsuit. Names have been removed to protect their identities. Can the board be held liable?

The Board’s Efforts to Deny John Doe and Other Homeowners a Proper Board Election During the 2020 Annual Meeting:

Pursuant to Article IV, Section 2 of the CC&Rs, an Annual Meeting to elect member of the Board was supposed to be held on August 3, 2020. John Doe was one of ten candidates running for the Board of Directors. Pursuant to Article IV, Section 8 of the CC&Rs, “written notice” of general meetings (including Annual Meetings) must “be given to members by the Board at least ten (10) days in advance of any such meeting.” Section 8 further requires that such notice “specify the date, time, and place of meeting...” All previous Annual Meetings historically took place at a physical location within the Development — the community clubhouse. However, contrary to the written notice requirements of the CC&Rs, Association Manager, on behalf of the Board and the Association, sent out a general email announcement just four days prior to the August 3, 2020 Annual Meeting and planned election, stating that the Annual Meeting would occur exclusively through “Zoom” videoconference and that there would be no physical meeting. Cross-Complainant alleges upon information and belief that due to the short notice, many members of Association did not receive an election ballot or were otherwise unaware that the 2020 Annual Meeting had been changed to Zoom videoconference, and as such, they were deprived of their right to cast or mail a physical ballot in time to elect members of the Board. The CC&Rs also set forth certain quorum requirements for Association meetings. Pursuant to Article IV, Section 7 of the CC&Rs, “[a]t all meetings of owners, a quorum for the transaction of business through the presence in person or by proxy of such members, shall be established at fifty-one (51%) percent of the total voting power of the Association which shall be sufficient for the passage of any motion or adoption of any resolution...” Section 7 further provides for certain contingencies if the 51% quorum requirement is not met, as follows: “If the required quorum is not present, another meeting may be called subject to the written notice requirements sent to all members at least (10) days in advance of such meeting, and the required quorum at the subsequent meeting shall be one-half (1/2) of the required quorum for the preceding meeting. In the absence of a quorum at a meeting of members, a majority of those present in person or by proxy may adjourn the meeting to another time, but may not transact business. An adjournment for lack of a quorum shall be to a date not less than five (5) nor more than thirty (30) days from the original meeting date.” Pursuant to Section 7 of the CC&Rs, the Annual Meeting and Board election, by extension, were subject to the 51% quorum requirement. The total voting power of the Association at that time was 212 members, so the required quorum to proceed with the 2020 election was 109 ballots. The August 3, 2020 Annual Meeting was held by the property manager. Notably, none of the Board members were present at the Annual Meeting. There was also an “Inspector of Elections” in attendance, Election Company 1, but Association Manager was careful to limit what the Inspector of Elections said during the meeting. During the August 3, 2020 Annual Meeting, 61 election ballots were reportedly cast. Association Manager, on behalf of the incumbent Board, claimed that the 109-ballot quorum requirement was not met and then she unilaterally prohibited the election from proceeding. Cross-Complainant alleges upon information and belief that the quorum requirement was not met, in large part, because many members did not receive a ballot, in the first place. Cross-Complainant further alleges upon information and belief that many members could not cast a ballot in- person or mail their ballot in time, given the short notice in changing the 2020 Annual Meeting from an in-person meeting to a Zoom videoconference meeting. While the 51% quorum requirement may not have been met at the August 2, 2020 Annual Meeting, the 61 ballots cast were enough to meet the secondary quorum requirement, which contemplates the holding of a subsequent meeting, pursuant to which “the required quorum at the subsequent meeting shall be one-half (1/2) of the required quorum for the preceding meeting” — or 25.5% of the total voting power, in other words, 55 ballots. (See Article IV, Section 7 of the CC&Rs.) Doe and other members of the Association attempted to discuss their concerns about the quorum with Association Manager and the Inspector of Elections during the 2020 Annual Meeting; however, Association Manager would not allow the Inspector of Elections to answer any questions asked by Doe or other members of the Association. Doe specifically advised Association Manager and the Inspector of Elections of the provisions of Article IV, Section 7 of the CC&Rs and Section 13 of the Bylaws, which effectively state that in the absence of a quorum the meeting may be adjourned to another time. Doe further advised Association Manager and the Inspector of Elections, that under both the CC&Rs and the Bylaws, after a meeting has been adjourned to another date and time, the quorum requirement is dropped to 25.5% of the voting power in the subsequent meeting, in this case 55 ballots. However, Association Manager steadfastly refused to consider or address Doe’s concerns, did not allow other members of the Association discuss the matter any further, simply re-elected the incumbent members of the Board, and then immediately adjourned the meeting. Again, none of the members of the Board were present at the Annual Meeting, which meant that the Board completely abdicated their fiduciary responsibilities by allowing Association Manager to control and run the meeting without any oversight. As a hired manager working for the Association, Association Manager had no authority to conduct the 2020 Annual Meeting on her own, and to restrict the Inspector of Elections from answering any of the membership’s questions or concerns. Moreover, she simply re-elected the incumbent Board without any of them being present. The secondary quorum requirement for a subsequent meeting was met by the 61 ballots that had been cast at the Annual Meeting, which well-exceeded the 25.5% reduced quorum requirement; however, Association Manager and the Board purposely did not to allow a subsequent meeting with the reduced quorum to occur, and specifically did not allow the Board election to proceed. Cross-Complainant alleges upon information and belief that the incumbent Board purposely did not attend the 2020 Annual Meeting in flagrant disregard of their fiduciary duties and then intentionally rejected the will of a legitimate subsequent quorum of homeowners who wanted to proceed with the 2020 Board election. Therefore, the incumbent Board was effectively able to cancel the 2020 Board election and remain in power. Doe later pursued a written petition for a “Special Meeting,” pursuant to which he obtained 41 signatures of members of the Association, or more than 5% as legally required by the Davis-Stirling Act, to hold a “Special Meeting” regarding the unlawful re-election of the Board of Directors. (See Corp. Code § 7510(e).) Notably, Article IV, Section 3 of the Bylaws states that a special meeting of members of the Association “shall be promptly called by the Board” upon receipt of written request signed by members representing “not less than fifteen (15%) percent of the voting power residing in members other than Declarant.” The 41 signatures that John Doe obtained exceeded 15% of the voting power residing in members other than the Declarant, and thus, the Board was required to call a “Special Meeting” under Article IV, Section 3 of the Bylaws. However, although the petition met the requisite legal requirements, the petition was summarily rejected by the Association.

The Board’s Efforts to Deny John Doe and Other Homeowners a Proper Board Election During the 2021 Annual Meeting:

Pursuant to Article IV, Section 2 of the CC&Rs, another Annual Meeting to elect members of the Board was supposed to be held on August 2, 2021. Doe, again, was among one of the candidates running for the Board of Directors during the 2021 Annual Meeting. Cross-Complainant alleges upon information and belief that the Board and its property manager willfully attempted to rig the 2021 Annual Meeting by mailing out false, misleading election materials to the Association with the incorrect Zoom videoconference link, meeting ID, passcode and phone number. In addition, the incorrect information was posted on management’s website calendar portal where monthly dues are paid. As a result of the wrongful and deceptive acts of the Board and its property manager, members of the Association were purposely prevented from attending the 2021 Annual Meeting, and again were prevented from casting ballots to elect a new Board. The “Inspector of Elections” hired by the Association to conduct the annual meeting was Election Company 2. According to the Inspector of Elections’ count, there were 75 ballots cast at the 2021 Annual Meeting, which did not meet the 109 ballots required for a quorum. However, during the 2021 Annual Meeting, members of the Association, that were able to attend the correct meeting despite being given false, misleading information, raised their concerns with the Inspector of Elections, about the misleading election materials and made a motion for a subsequent quorum. Based on information and belief, the Board secretly obtained 17 “proxies” (not used in the 2020 Annual Meeting), which the Board claimed it could use to oppose convening a subsequent meeting with the reduced quorum requirement. Through this wrongful conduct, the Board was once again able to thwart the will of the membership to hold a valid election, as there were 75 members who had cast a ballot during the 2021 Annual Meeting, which readily exceeded the reduced quorum requirement of 25.5%. On or around August 9, 2021, Doe sent a letter, followed by several subsequent emails, to Association Manager and the Board, in which he requested Internal Dispute Resolution (“IDR”) to challenge the procedures and validity of the 2021 Annual Meeting and Board elections. Doe’s correspondence to Association Manager and the Board highlighted the false, misleading information sent out to the Members of the Association by the HOA, which had the effect of reducing membership attendance at the Annual Meeting. Doe’s correspondence further detailed the fact that proxies were secretly cast on the Board’s behalf, in violation of the Bylaws. However, Association Manager and the Board failed to respond, and rejected an appropriate request for IDR by a member of the Association.

I am with Bill... Can you just sum up the issue? Did John Doe want to run for the board in 2020 but was denied for some reason? People can sue for anything or anytime. I would suggest filing a countersuit on the HOA's behalf just to cover any legal expenses it incurs defending itself. Is this an actual lawsuit or intent to sue?

Yes, John Doe and 4 other members were running against the 5 incumbents, and this is the cross complaint which the board denied the entire membership a valid election and took democracy completely away.

The HOA had enough to meet the subsequent quorum requirements, but thwarted their way to remain in lower the last 2 years.

I simply won't read it either. Even the "summary" is murky. Did owners vote by mail with these absentee ballots counted as present?

Reformatted OP (I hope - my kingdom for a previous/edit function)

The Board’s Efforts to Deny John Doe and Other Homeowners a Proper Board Election During the 2020 Annual Meeting

Pursuant to Article IV, Section 2 of the CC&Rs, an Annual Meeting to elect member of the Board was supposed to be held on August 3, 2020.
John Doe was one of ten candidates running for the Board of Directors.

Notice Requirements Not Followed

Pursuant to Article IV, Section 8 of the CC&Rs, “written notice” of general meetings (including Annual Meetings) must “be given to members by the Board at least ten (10) days in advance of any such meeting.” Section 8 further requires that such notice “specify the date, time, and place of meeting...”
All previous Annual Meetings historically took place at a physical location within the Development — the community clubhouse. However, contrary to the written notice requirements of the CC&Rs, Association Manager, on behalf of the Board and the Association, sent out a general email announcement just four days prior to the August 3, 2020 Annual Meeting and planned election, stating that the Annual Meeting would occur exclusively through “Zoom” videoconference and that there would be no physical meeting.

Allegations Arising from Improper Notice

Cross-Complainant alleges upon information and belief that due to the short notice, many members of Association did not receive an election ballot or were otherwise unaware that the 2020 Annual Meeting had been changed to Zoom videoconference, and as such, they were deprived of their right to cast or mail a physical ballot in time to elect members of the Board.

Quorum Requirements and Contingency Requirements if Quorum Not Met

The CC&Rs also set forth certain quorum requirements for Association meetings. Pursuant to Article IV, Section 7 of the CC&Rs, “[a]t all meetings of owners, a quorum for the transaction of business through the presence in person or by proxy of such members, shall be established at fifty-one (51%) percent of the total voting power of the Association which shall be sufficient for the passage of any motion or adoption of any resolution...” Section 7 further provides for certain contingencies if the 51% quorum requirement is not met, as follows: “If the required quorum is not present, another meeting may be called subject to the written notice requirements sent to all members at least (10) days in advance of such meeting, and the required quorum at the subsequent meeting shall be one-half (1/2) of the required quorum for the preceding meeting. In the absence of a quorum at a meeting of members, a majority of those present in person or by proxy may adjourn the meeting to another time, but may not transact business. An adjournment for lack of a quorum shall be to a date not less than five (5) nor more than thirty (30) days from the original meeting date.” Pursuant to Section 7 of the CC&Rs, the Annual Meeting and Board election, by extension, were subject to the 51% quorum requirement.

What Happened at the Annual Meeting

The total voting power of the Association at that time was 212 members, so the required quorum to proceed with the 2020 election was 109 ballots. The August 3, 2020 Annual Meeting was held by the property manager. Notably, none of the Board members were present at the Annual Meeting. There was also an “Inspector of Elections” in attendance, Election Company 1, but Association Manager was careful to limit what the Inspector of Elections said during the meeting. During the August 3, 2020 Annual Meeting, 61 election ballots were reportedly cast. Association Manager, on behalf of the incumbent Board, claimed that the 109-ballot quorum requirement was not met and then she unilaterally prohibited the election from proceeding.

Allegations Arising from the Annual Meeting

TL;DR: John Doe and others wanted to “discuss their concerns” after the annual meeting was adjourned, but the PM would not address their issues at that point. An attempt to schedule a special meeting to air their grievances was unsuccessful.

Cross-Complainant alleges upon information and belief that the quorum requirement was not met, in large part, because many members did not receive a ballot, in the first place.

Cross-Complainant further alleges upon information and belief that many members could not cast a ballot in- person or mail their ballot in time, given the short notice in changing the 2020 Annual Meeting from an in-person meeting to a Zoom videoconference meeting.

+While the 51% quorum requirement may not have been met at the August 2, 2020 Annual Meeting, the 61 ballots cast were enough to meet the secondary quorum requirement, which contemplates the holding of a subsequent meeting, pursuant to which “the required quorum at the subsequent meeting shall be one-half (1/2) of the required quorum for the preceding meeting” — or 25.5% of the total voting power, in other words, 55 ballots. (See Article IV, Section 7 of the CC&Rs.) Doe and other members of the Association attempted to discuss their concerns about the quorum with Association Manager and the Inspector of Elections during the 2020 Annual Meeting; however, Association Manager would not allow the Inspector of Elections to answer any questions asked by Doe or other members of the Association. Doe specifically advised Association Manager and the Inspector of Elections of the provisions of Article IV, Section 7 of the CC&Rs and Section 13 of the Bylaws, which effectively state that in the absence of a quorum the meeting may be adjourned to another time. Doe further advised Association Manager and the Inspector of Elections, that under both the CC&Rs and the Bylaws, after a meeting has been adjourned to another date and time, the quorum requirement is dropped to 25.5% of the voting power in the subsequent meeting, in this case 55 ballots. However, Association Manager steadfastly refused to consider or address Doe’s concerns, did not allow other members of the Association discuss the matter any further, simply re-elected the incumbent members of the Board, and then immediately adjourned the meeting.

Again, none of the members of the Board were present at the Annual Meeting, which meant that the Board completely abdicated their fiduciary responsibilities by allowing Association Manager to control and run the meeting without any oversight. As a hired manager working for the Association, Association Manager had no authority to conduct the 2020 Annual Meeting on her own, and to restrict the Inspector of Elections from answering any of the membership’s questions or concerns. Moreover, she simply re-elected the incumbent Board without any of them being present. The secondary quorum requirement for a subsequent meeting was met by the 61 ballots that had been cast at the Annual Meeting, which well-exceeded the 25.5% reduced quorum requirement; however, Association Manager and the Board purposely did not to allow a subsequent meeting with the reduced quorum to occur, and specifically did not allow the Board election to proceed. Cross-Complainant alleges upon information and belief that the incumbent Board purposely did not attend the 2020 Annual Meeting in flagrant disregard of their fiduciary duties and then intentionally rejected the will of a legitimate subsequent quorum of homeowners who wanted to proceed with the 2020 Board election. Therefore, the incumbent Board was effectively able to cancel the 2020 Board election and remain in power. Doe later pursued a written petition for a “Special Meeting,” pursuant to which he obtained 41 signatures of members of the Association, or more than 5% as legally required by the Davis-Stirling Act, to hold a “Special Meeting” regarding the unlawful re-election of the Board of Directors. (See Corp. Code § 7510(e).) Notably, Article IV, Section 3 of the Bylaws states that a special meeting of members of the Association “shall be promptly called by the Board” upon receipt of written request signed by members representing “not less than fifteen (15%) percent of the voting power residing in members other than Declarant.” The 41 signatures that John Doe obtained exceeded 15% of the voting power residing in members other than the Declarant, and thus, the Board was required to call a “Special Meeting” under Article IV, Section 3 of the Bylaws. However, although the petition met the requisite legal requirements, the petition was summarily rejected by the Association.

The Board’s Efforts to Deny John Doe and Other Homeowners a Proper Board Election During the 2021 Annual Meeting

Annual Meeting Held August 2, 2021

Pursuant to Article IV, Section 2 of the CC&Rs, another Annual Meeting to elect members of the Board was supposed to be held on August 2, 2021. Doe, again, was among one of the candidates running for the Board of Directors during the 2021 Annual Meeting. Cross-Complainant alleges upon information and belief that the Board and its property manager willfully attempted to rig the 2021 Annual Meeting by mailing out false, misleading election materials to the Association with the incorrect Zoom videoconference link, meeting ID, passcode and phone number. In addition, the incorrect information was posted on management’s website calendar portal where monthly dues are paid. As a result of the wrongful and deceptive acts of the Board and its property manager, members of the Association were purposely prevented from attending the 2021 Annual Meeting, and again were prevented from casting ballots to elect a new Board. The “Inspector of Elections” hired by the Association to conduct the annual meeting was Election Company 2. According to the Inspector of Elections’ count, there were 75 ballots cast at the 2021 Annual Meeting, which did not meet the 109 ballots required for a quorum.

However, during the 2021 Annual Meeting, members of the Association, that were able to attend the correct meeting despite being given false, misleading information, raised their concerns with the Inspector of Elections, about the misleading election materials and made a motion for a subsequent quorum. Based on information and belief, the Board secretly obtained 17 “proxies” (not used in the 2020 Annual Meeting), which the Board claimed it could use to oppose convening a subsequent meeting with the reduced quorum requirement. Through this wrongful conduct, the Board was once again able to thwart the will of the membership to hold a valid election, as there were 75 members who had cast a ballot during the 2021 Annual Meeting, which readily exceeded the reduced quorum requirement of 25.5%. On or around August 9, 2021, Doe sent a letter, followed by several subsequent emails, to Association Manager and the Board, in which he requested Internal Dispute Resolution (“IDR”) to challenge the procedures and validity of the 2021 Annual Meeting and Board elections. Doe’s correspondence to Association Manager and the Board highlighted the false, misleading information sent out to the Members of the Association by the HOA, which had the effect of reducing membership attendance at the Annual Meeting. Doe’s correspondence further detailed the fact that proxies were secretly cast on the Board’s behalf, in violation of the Bylaws. However, Association Manager and the Board failed to respond, and rejected an appropriate request for IDR by a member of the Association.

The bit that annoyed me the most:

After both attempts at holding an annual meeting (2020 and 2021), the complainants noted that while quorum was not achieved either time, in both cases the attendance numbers met the quorum requirements for the rescheduled meetings *as if this is significant*. It is not - the rescheduled meeting has it own separate noticing and timeline requirements which could not possibly be met.

I get the feeling that if the complainants had been able to browbeat the PM into saying "by golly, you're right, let's just go ahead with this meeting with the reduced quorum numbers", this lawsuit wouldn't have happened. The disenfranchised owners that the complainants claim to be acting for didn't really matter at all as long as they got to hold their election. And I call BS on that.

I've noticed that homeowners who are all up in arms about "that awful board" are often perfectly OK with misbehavior as long as it's someone else who's being harmed. This is a perfect example.

The simple question here is what makes it legal for the incumbents to remain as directors and were never properly voted for? Can proxies be solicited to certain members and prevent adjourning the meeting when the secondary quorum was met. The board has failed to have an election for as far as I can remember so the holdover on their term limits has expired years ago.

What about disseminating false misleading election material for the zoom link, passcode and phone number and refused an IDR after membership request?

There is no democracy in the Association and I believe the PM and Board should be held accountable for failing to abide by governing documents and have an election

Hi Kerry,

The post specifies all the details there. Yes lengthy but necessary. At the 2020 meeting, the PM refused to address members concerns even after informing her of the bylaws of the lowered quorum. The 2021 meeting, the board secretly gathered 17 proxies not to adjourn the meeting. Although our bylaws allows proxies, all members that were present in person or by proxy should of had the opportunity to vote on whether or not to adjourn meeting and drop quorum requirements, but the board solicited 17 proxies to specific members they pulled from their back pocket during the annual meeting not to adjourn.

Hi Kerry,

Don’t think they were ever legally implemented into our governing documents, but regardless of it being done or not, I don’t see how a board can continue to serve where democracy was completely neglected. What lingo would allow such conduct other than failing to achieve 51% quorum, but able to meet the lowered requirement which is 25.5%

In reading part of the LOOOONG posting, it appears there is a misunderstanding on how a annual meeting and election of director meeting is to be properly adjourned. According to your Bylaws and my Bylaws, if quorum is not achieved and could be lowered at a new meeting, it is the members person present, either in person or by proxy that can vote to adjourn a meeting which at a later date would be at a reduced quorum. If people turned in a ballot, but didn't attend the actual meeting, they have no say in voting to adjourn.

What I'm trying to say, Edward, is that if your HOA does not have a separate governing document called "Election Rules," there may be even more problems with the past two elections than you're aware of. The HOA's lack of this document conflicts with state law.

Max's post raises the question again: Why didn't the owners vote to adjourn to a new meeting?

Kudos to Cathy for breaking this down.

Hello Max, when a ballot is turned in, I believe that is being considered present correct? This meeting was conducted via zoom with the incorrect meeting id, passcode, link and posted incorrectly on the managements website portal. Why are members required to be there when they submitted a ballot. Shouldn’t the entire membership have the right to vote on whether or not to adjourn in the mailing of the ballots instead of solicited proxies the board not to adjourn the meeting? Does not appear to be electioneering of some sort to do away with democracy?

The rules are present, in person or by proxy. You could have a box on the ballot, BUT, if quorum is not reached, the ballot can't be opened. I have had a board use the rule in their favor. They got enough people to vote NOT to adjourn when quorum wasn't reached. This happened in my community where I lived. Didn't like the rule about quorum, and on the advice of www.davis-stirling.com, I got the community to eliminate the requirement for quorum. Now, every year, they open ballots with no issues.

Hello Max,

I understand that the initial quorum was not met and ballots were not opened but the fact still remains lesser quorum was met and the election should have proceeded not less than 5 nor more than 30 days. Per the Davis Stirling:

QUORUM OF MEMBERS

Defined. A "quorum" of the membership is the required minimum of number of member votes present in person, by proxy and/or by ballot before the association may conduct business at a membership meeting. (Robert's Rules, 11th ed., pp. 21, 345.) The quorum is usually defined in the bylaws and sometimes in the CC&Rs. On rare occasions, member voting may be proportional/fractional and quorum is established not by the number of members but rather by the voting power represented by those members. Common quorum requirements for associations are 25%, 33%, 51%, or a simple majority of the membership's voting power. For master associations over 500 units, quorum is often set at 15%.

Difficulty Achieving. Because of the difficulty in achieving quorum, many associations have a descending quorum requirement, e.g., 50% for the first meeting and 25% for the second. The waiting period for the next meeting is set by the bylaws and is usually not less than 5 nor more than 30 days. Once the developer is no longer in control of the development, associations can amend their documents to eliminate quorum requirements altogether for the election of directors.

Lack of Quorum. If a quorum is not present, the members at the meeting may adjourn the meeting to a later date but may not conduct any other business. If the bylaws provide for a descending quorum, the membership may be able to conduct business at the subsequent meeting if the lower quorum requirements are met.

75 members are considered present when a ballot is submitted regardless if the ballot was opened or not.

17 selected members were solicited proxies by the board not to adjourn. Has proxies ever been used for this purpose? You cannot say this is democracy, and it appears that their misconduct violates democracy. As a board member they fiduciary duty is encourage members to vote not suppress it.

Hi Max, are you a property manager? I see your very active on this forum and It’s greatly appreciated.

Aren’t property managers supposed to advise boards if things are not being properly conducted? Board members are volunteers whereas the Board do not have any formal training and need guidance from a PM.

-If you are a PM, what would you do if the no board members were present and members discussed their concerns and informed you of the bylaws regarding the subsequent lowered quorum.
-As a PM would you prevent the inspector of election from answering any questions?
-If false misleading election material was disseminated with incorrect meeting ID, passcode, phone number and posted on the PM’s website and an IDR was requested by a member would you dismiss it?
-If a petition was requested by membership to conduct a special meeting regarding the board holding over another term due to lack of quorum even though a subsequent meeting was met would you dismiss it?
-If a board member wanted reimbursement for paying $88,800 cash to vendors, would you advise that this could be construed as misconduct to members of the Association.

Edward

If the proxies were made out to the BOD (General Proxy) then the BOD can vote them anyway they want, including NO to an adjournment.

Let me help put this issue to rest.

In regards to lawsuits, the 2020 election won't be heard, as you have 1 year to file a challenge, https://www.davis-stirling.com/HOME/E/Election-Challenge. Time has lapsed.

In regards to 2021, the meeting code and ID could be an issue, if proven it was intentional. It is not the management website, it is the association website, which you pay for. The domain is yours. Prior to filing a lawsuit, you must first attempt to meet via IDR. If that fails, file away. Based on experience, you won't win.

Finally, the issue with the proxies. Unfortunately, proxies are legal, they don't have to be distributed to everyone, nor is the association under any obligation to provide. The 71 ballots cast only count for quorum. The ballots have no effect when adjoining a meeting. You have to be present in person or by proxy, period. But, you and some others can fight back, create your own legal proxies to adjourn the meeting in your favor. One up the Board.

I have had this happen in two HOA's I managed. One I dropped right away after a board pulled that stunt, the other will be dropped next year if they do it again next year. Two ways to solve this problem, work with legislators to eliminate quorum and proxies, or amend your own Bylaws. That simple and that difficult.

Since your annual mtg. is on August 1st, all Owners should have the info about how to attend virtually, right?

How many seats are available?

Since I know nothing about proxies or, when quorum isn't met, adjourning an annual meeting I feel Max knows his stuff in this case.

Tell us, Edward, what are your "Locked & loaded" attorneys prepared to do? Attend the annual meeting somehow and give their petition to someone if the correct procedure to adjourn due to lack of quorum isn't followed? Who would they give it to?

I call myself either an association or community manager, never a property manager. I don't manage properties, I manage associations or communities. There is a different. Your management company handles both rental property and HOA's. The difference between the laws governing rentals and HOA's are like night and day. Many of those managers handle both rentals and HOA's. To me it's a conflicts and in your case, they are handling rentals for board members.

You are going to need a couple of things. 1) get as many people to vote as possible and have ballots turn in before the deadline. 2) collect proxies for quorum purposes only, even if they don't vote and have a box stating the proxy can also be used to adjourn the meeting to a later date with reduced quorum. If you need help with the proxy, let me know and I will give you my email address.

I know Max has seen your Bylaws, Edward. Isn't is unusual, Max, to have all 5 Board member seats up for election at the same time?

My email is [email protected]

Received and replied back. Thanks Max!

Max

Why not post for all to see/use?

Thanks Max,

If this goes to trial, I believe this will be good discussion on how proxies can be abused. Legal apparently yes per your experience. Ethical definitely not.

Hello Laska,

I totally agree, and there’s so much more to the story than just this. I mean a lot more. Many on this forum believe their actions are legal, however, when you put all the pieces together their actions are ill conceived. The Board believes it’s a disgruntled owner that is causing chaos, but when you read the summary below you’ll see the bigger picture.

- 2 board members used our association manager buy 2 short sale properties, and our management company manages at least 3 of the board members rental properties. I believe are under HUD housing so payments will never be missed
- 2 board members who are partners own 3 units, and both serve in community w more than 200 units. Our bylaws even prohibit that, however this is a permissive qualification
- 2 board members live offsite, and I know that is legal but let others serve who live in the community who see what goes on day to day
- 3 board members have been serving for more than 20 yrs refusing to give up their seats
- The board uses unlicensed vendors for plumbing repairs and maintenance and plumbing is one of our largest expenses putting our HOA at risk for liabilities throughout the entire community
- Our CPA who has been conducting our audits for several years was investigated by the California Board of Accountancy and found negligent in several areas in his practice
- They don’t allow washers and dryers to be installed other than the units that had them installed when the community was first built, and a board member took over common area owned by the association, and installed a washer and dryer relocating the water heater owned by the association and plumbed it to a different location
- 2 board members that live and serve together were caught parking in a guest space that was changed to private parking for personal use, then used a scapegoat and said it was changed by accident during the repair of the outer permitter wall and an unknown resident allowed them to park their.
- A board members paid over $88,000 cash to vendors saying that the board approved this method of payment to vendors to keep a good working relationship with them and paid them immediately for their service
- I personally saw and had to intervene when the 2 board members who are partners living together followed a family of 5 out of the pool due to parents drinking wine there. The wife saw the 2 board members continue following her family and confronted the board member and broke a wine glass over his head. This is where I had to intervene and pull the wife away from the board member

Okay, so we have rogue board. Yes and yes the community has attempted to vote them out but obviously as you mentioned they are entrenched and can’t let go. Moreover, hiding behind the HOA’s attorney using membership dues to pay for their egregious acts. Unpaid volunteers? Sure, if you believe it. Their wretched acts won’t go without a fight from the owners who are fed up with their shenanigans.