Any here had to adjourn-reconvene an Association meeting to get to lower quorum requirement

RogerJ1 (Texas)
Posts: 550

Posted:

This is in reference to a small POA, 56 lots, that is having a special meeting for Membership to vote on approving a construction variance on a proposed new home. Bylaw requirements for a quorum is 40%. It is unlikely that 23 homeowners will waste an afternoon going for single thing . (By the way, this Membership vote on approving a variance is a new requirement in the recent CCRs and has never been done before.)

If 23 do not show up, the Board will have to use the bylaws section on reconvening a meeting to lower the quorum requirement. At first glance the language seems complicated but it is just bureaucratic and it makes perfect sense to me.

Basically, they will have to announce a reconvening meeting, for example 5 minutes later, to be held at the same location and date and time and that the agenda will be the same as the first meeting, then adjourn the old meeting. The next meeting, which will probably be a few minutes later, if fixed in time and place and agenda, will then have 1/2 the original meeting's quorum - you could do that process over and over to get it down to what you have. If the time and place and agenda is not fixed (they do not announce it properly before adjourning the first meeting) then a formal announcement, with a 144 hour advance notice to all members, would be required. I suspect the Board will get that last part wrong, not making the next meeting fixed in time/place/agenda before adjourning the original meeting.

I assume most POAs have some similar quorum reduction exercise. Has anyone here been through one? Is there confusion on part of the Board or Members on what is happening? Do people tend to argue about the process?

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By RogerJ1 on 07/16/2022 12:57 PM
This is in reference to a small POA, 56 lots, that is having a special meeting for Membership to vote on approving a construction variance on a proposed new home. Bylaw requirements for a quorum is 40%. It is unlikely that 23 homeowners will waste an afternoon going for single thing . (By the way, this Membership vote on approving a variance is a new requirement in the recent CCRs and has never been done before.)

If 23 do not show up, the Board will have to use the bylaws section on reconvening a meeting to lower the quorum requirement. At first glance the language seems complicated but it is just bureaucratic and it makes perfect sense to me.

Basically, they will have to announce a reconvening meeting, for example 5 minutes later, to be held at the same location and date and time and that the agenda will be the same as the first meeting, then adjourn the old meeting. The next meeting, which will probably be a few minutes later, if fixed in time and place and agenda, will then have 1/2 the original meeting's quorum - you could do that process over and over to get it down to what you have. If the time and place and agenda is not fixed (they do not announce it properly before adjourning the first meeting) then a formal announcement, with a 144 hour advance notice to all members, would be required. I suspect the Board will get that last part wrong, not making the next meeting fixed in time/place/agenda before adjourning the original meeting.

I assume most POAs have some similar quorum reduction exercise. Has anyone here been through one? Is there confusion on part of the Board or Members on what is happening? Do people tend to argue about the process?

In my last HOA (700 homes) our Quorum was 50% and it was reduced 1/2 for an adjourned meeting. One year we had to adjourn twice to achieve quorum. 350 to 175 to 88. We could have kept going if need be.

BillH10 (Texas)
Posts: 1,217

Posted:

Roger

We have used the adjourn and reconvene language many times as board presidents of associations in which we have resided and as owners of a property management company.

We include the notice for the second meeting in every annual meeting package we send, indicating the lower-quorum meeting will be called to order 15 minutes after the original meeting time. We are very careful to ensure the notice of the second meeting is inside the language for the meeting notice window--not less than 10 days, not more than 20 days prior, etc.

We carefully explain the process on the page which contains the Reconvened Annual Meeting with a Lower Quorum Notice, we review it again before each Annual Meeting we are involved in is called to order. We have never once been challenged, nor have their been concerns or arguments.

Were it not for that provision in the Bylaws of the associations in which we have resided and those we manage, we would almost never be able to call an Annual Meeting to order.

MarkR21 (North Carolina)
Posts: 710

Posted:

Pretty sure that is Not in the spirit of the rules?!? 5 min wait for a new meeting. Lol then why even have a quorum? So the board can waste 5 minutes of everyone’s time???

MarkR21 (North Carolina)
Posts: 710

Posted:

Most bylaws specify meetings must be announced a few weeks ahead of time. 5 min is obviously not enough time to notify the whole neighborhood!

RogerJ1 (Texas)
Posts: 550

Posted:

Quote:

Posted By BillH10 on 07/16/2022 1:22 PM
Roger

We include the notice for the second meeting in every annual meeting package we send, indicating the lower-quorum meeting will be called to order 15 minutes after the original meeting time. We are very careful to ensure the notice of the second meeting is inside the language for the meeting notice window--not less than 10 days, not more than 20 days prior, etc. .

Did you just give notice of a possible second meeting to be safe? I see nothing in our bylaws requiring the second meeting notice, it basically indicate the people at attendance at the original meeting have to be told of time/place/agenda of the reconvening meeting before adjourning the original meet.

BillH10 (Texas)
Posts: 1,217

Posted:

We were told years go by the attorney to give the second notice to ensure the "i"s are dotted and the "t"s are crossed.

The language in the association Bylaws I am familiar with requires the members of the association be given notice of any meeting of the association, regardless of the circumstances.

If you think about it, the second meeting is not re-convened as the first meeting could not be called to order due to a lack of quorum.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

As we had to give a 30 day notice (via USPS) for a member meeting (Annual Meeting), we had to do the same after an adjournment.

MarkR21 (North Carolina)
Posts: 710

Posted:

In Nc we can have electronic online election and voting
Simply state ballots are due 2 months after to give people time to vote

MichaelS56 (Minnesota)
Posts: 858

Posted:

Your quorum number is too high, that should be a future goal of the Board to reduce this number down to a working level. Most Owners do not care.

KerryL1 (California)
Posts: 14,550

Posted:

When our HOA sends out ballots, there's a note that if quorum is not achieved the meeting will be adjourned to xx/xx/xxxx, 6pm. We low make quorum, though, due to absentee vi ones being counted as present. But maybe the an electronic voting too is allowed in Texas.

Agree quorum % is too high,

EdwardD4 (California)
Posts: 99

Posted:

Hello Roger,

Our HOA met the subsequent lowered quorum 2 years in a row, and the board refused to drop the quorum as stated in our bylaws to 25.5%. A lawsuit in pending regarding the matter. It’s long, but if you would like to read it check out the posting.

RogerJ1 (Texas)
Posts: 550

Posted:

Quote:

Posted By EdwardD4 on 07/16/2022 8:13 PM
Hello Roger,

Our HOA met the subsequent lowered quorum 2 years in a row, and the board refused to drop the quorum as stated in our bylaws to 25.5%. A lawsuit in pending regarding the matter. It’s long, but if you would like to read it check out the posting.

Thanks, Where is the information?

EdwardD4 (California)
Posts: 99

Posted:

https://www.hoatalk.com/Forum/tabid/55/forumid/1/postid/330507/view/topic/Default.aspx

TimB4 (Tennessee)
Posts: 21,059

Posted:

As others have said, you can not simply recess the meeting and reconvene 5 min later.
When you do that, you are attempting to get the quorum for the meeting you are in.

You must meet notice requirements for the new meeting with a lower quorum.
Therefore, it could be a minimum of 2 weeks out.

BillH10 (Texas)
Posts: 1,217

Posted:

Tim, the second meeting can also be 15 minutes later if the notice of the second lower quorum meeting is included in the original annual meeting notice package.

Why go through the administrative headaches of rescheduling the annual meeting if quorum is not met? Just assume quorum will not be met and include the notice of the second lower quorum meeting in the notice package.

MaxB4
Posts: 3,513

Posted:

How many need to approve the variance?

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By BillH10 on 07/17/2022 6:20 PM
Tim, the second meeting can also be 15 minutes later if the notice of the second lower quorum meeting is included in the original annual meeting notice package.

I never said it couldn't.

I said you must meet notice requirements before lowering the quorum (if the bylaws allow for such action).

However, I think if it's an important issue, a challenge to a new meeting 15 min. later might have issues in court.

RogerJ1 (Texas)
Posts: 550

Posted:

Quote:

Posted By MaxB4 on 07/17/2022 6:27 PM
How many need to approve the variance?

Majority of quorum.

RogerJ1 (Texas)
Posts: 550

Posted:

Quote:

Posted By MaxB4 on 07/17/2022 6:27 PM
How many need to approve the variance?

To be specific, the Declaration of CCR, states A) plans must be submitted and reviewed by ACC, B) Board must approve variance and

C) "c. The majority of Tract Owners at a duly called and convened meeting of the
Association have approved the variance. "

A and B have been done.

The quote above is "c" the last step in the CCR section on "Variances." The CCR are silent on quorums with the word quorum not mentioned anywhere in the CCRs.

The Bylaws sets a quorum requirement for meetings of the Association, which this Special meeting will be, at 40% of Tract Owners - there are 56 Tracts/lots.

Since the CCRs do not define nor set a requirement for a quorum, and since the CCR rank as a higher document than the Bylaws, I assume someone could make the argument that it would take a majority of 56 Tract Owners to approve part "c" if one just concentrated on "The majority of Tract Owners" in the first part of the above quote.

Thoughts??

RogerJ1 (Texas)
Posts: 550

Posted:

Quote:

Posted By RogerJ1 on 07/18/2022 7:18 AM

Posted By MaxB4 on 07/17/2022 6:27 PM
How many need to approve the variance?

To be specific, the Declaration of CCR, states A) plans must be submitted and reviewed by ACC, B) Board must approve variance and

C) "c. The majority of Tract Owners at a duly called and convened meeting of the
Association have approved the variance. "

A and B have been done.

The quote above is "c" the last step in the CCR section on "Variances." The CCR are silent on quorums with the word quorum not mentioned anywhere in the CCRs.

The Bylaws sets a quorum requirement for meetings of the Association, which this Special meeting will be, at 40% of Tract Owners - there are 56 Tracts/lots.

Since the CCRs do not define nor set a requirement for a quorum, and since the CCR rank as a higher document than the Bylaws, I assume someone could make the argument that it would take a majority of 56 Tract Owners to approve part "c" if one just concentrated on "The majority of Tract Owners" in the first part of the above quote.

Thoughts??

Some more on the above. On Vairances which is the issue of the upcoming meeting, the CCRs state what I quoted above. In another area of the CCRs majority votes are referenced as "a majority of the members of the Association who are present and voting" on the "Assessment Increase" section.

Majority is not mentioned anywhere else in the CCRs except a third reference to "Amendment" where it states, "a written instrument executed by the Tract Owners of a majority of the Tracts within the Subdivision."

That "Amendment" language is similar language to the Variance section. The Variance section is a one-off amendment to the CCRs, so since an actual amendment needs a majority of the 56 Tracts, perhaps the Variance does also??

RogerJ1 (Texas)
Posts: 550

Posted:

"President" of Board sent an email canceling the meeting with a rant about irrelevant points. To me it was a dramatic and non-professional email. I am curious how people here would judge it. If anyone would review it, I'll post it sans Association identifying information. Just reply if you want to see it.

EdwardD4 (California)
Posts: 99

Posted:

Roger, go ahead and post it. I’d like to see what kind of excuses your President has compared to our Association. We cancelled 4 meetings to date already; however our bylaws only require at least once every 3 months. Our monthly expenditures and income are so inconsistent and there’s absolutely no transparency in our meetings. The board sent out a nasty campaign letter about me and the other members running against the current Board. It’s so sad that they have to use these tactics to have members vote for them.

Nobody joins our meetings cause it’s just a waste of time. They make registration so difficult and you can’t join without doing so. Moreover, you only get 2 mins to talk and then you’re cute off. So technically, I’ve had about 6 mins total the entire year to discuss concerns.

Karma will find all “EVIL” and strike them down.

RogerJ1 (Texas)
Posts: 550

Posted:

Quote:

Posted By EdwardD4 on 07/18/2022 2:49 PM
Roger, go ahead and post it. I’d like to see what kind of excuses your President has compared to our Association. We cancelled 4 meetings to date already; however our bylaws only require at least once every 3 months. Our monthly expenditures and income are so inconsistent and there’s absolutely no transparency in our meetings. The board sent out a nasty campaign letter about me and the other members running against the current Board. It’s so sad that they have to use these tactics to have members vote for them.

Nobody joins our meetings cause it’s just a waste of time. They make registration so difficult and you can’t join without doing so. Moreover, you only get 2 mins to talk and then you’re cute off. So technically, I’ve had about 6 mins total the entire year to discuss concerns.

Karma will find all “EVIL” and strike them down.

First some context before her email.

No one nor the restrictions are arguing that Stucco is not a masonry product. The fact is the current CCRs carved out Stucco and similar products as not being considered in the restriction requirement that 55% of the exterior be masonry. The exact carve out is, " Stucco, Hardiplank or similar products are not considered solid masonry for purposes of the fifty-five percent (55%) masonry requirement. "

Also, before the current CCR were enacted, there was no exclusion against Stucco, so before ~March 2021, one could build a house with Stucco counting toward the masonry requirement. There are about 4 houses, all built before 2021, that have Stucco as their primary exterior, which is less than 10% of the houses - not close to the 29% the President quotes below.

Here is the cancelation notice:

Dear Neighbors,

We want to let you know that the Variance meeting scheduled to take place tomorrow evening is being rescheduled since we learned that not all property owners received notification of the meeting. We feel that it would certainly be unfair to proceed until all members are notified.

Some of you may wonder why a variance for a home to be built with stucco is even a question. Some of you might be surprised that we now have a rule against stucco, claiming that stucco is not a masonry product. It is unusual and surprising since the construction industry considers mortar to be a masonry product. So our rule insists that any stucco home must have a significant percentage of stone or brick. This is particularly problematic since 29% of the homes in XXXXXXXXXX are homes that are already stucco. God forbid that disaster befall anyone, but if it did those current homes with stucco could not be rebuilt to their original design. That also means that the only two undeveloped lots (note: there are eight undeveloped lots) we have cannot be built to be similar in design as many of the beautiful homes already in XXXXXXXXXX or our neighbors in XXXXXXXXX (note: here she mentions a completely different subdivision that is nearby but has nothing to do with this subdivision.)

We will continue to pursue putting this matter before the Property Owners of XXXXXXXXXX for their benefit, by their decision.

We apologize for any inconvenience that rescheduling may create.

Thank you,

MaxB4
Posts: 3,513

Posted:

Quote:

Posted By RogerJ1 on 07/18/2022 7:18 AM

Posted By MaxB4 on 07/17/2022 6:27 PM
How many need to approve the variance?

To be specific, the Declaration of CCR, states A) plans must be submitted and reviewed by ACC, B) Board must approve variance and

C) "c. The majority of Tract Owners at a duly called and convened meeting of the
Association have approved the variance. "

A and B have been done.

The quote above is "c" the last step in the CCR section on "Variances." The CCR are silent on quorums with the word quorum not mentioned anywhere in the CCRs.

The Bylaws sets a quorum requirement for meetings of the Association, which this Special meeting will be, at 40% of Tract Owners - there are 56 Tracts/lots.

Since the CCRs do not define nor set a requirement for a quorum, and since the CCR rank as a higher document than the Bylaws, I assume someone could make the argument that it would take a majority of 56 Tract Owners to approve part "c" if one just concentrated on "The majority of Tract Owners" in the first part of the above quote.

Thoughts??

Based on what you posted and my experience, you need a majority or 29 "yes" votes to pass. The missing word is quorum.. See example from California, https://www.davis-stirling.com/HOME/A/Approval-by-Members

Generally, achieving quorum doesn't mean what people really think. It counts for election of directors, when it shouldn't. You mention you have 40% quorum for a Bylaw requirement and a 50% reduction for a properly adjourned meeting. What is the voting percentage to change the CCRs, Bylaws, Articles of Incorporations? I doubt its 40% or less.

In the election of directors, you just need quorum, and if Bylaws allow, reduced quorum, if properly adjourned. Let's your quorum for elections is 40%, or 23, and you got 20 ballots. 20% would be 12 ballots. I see no reason to not have the adjourned meeting 15 minutes later as long as the people present agree. Nothing would change except you might get more ballots.

My 2 cents

AdamL1 (UnitedStates)
Posts: 559

Posted:

Quote:

Posted By BillH10 on 07/16/2022 1:22 PM
Roger

We have used the adjourn and reconvene language many times as board presidents of associations in which we have resided and as owners of a property management company.

We include the notice for the second meeting in every annual meeting package we send, indicating the lower-quorum meeting will be called to order 15 minutes after the original meeting time. We are very careful to ensure the notice of the second meeting is inside the language for the meeting notice window--not less than 10 days, not more than 20 days prior, etc.

We carefully explain the process on the page which contains the Reconvened Annual Meeting with a Lower Quorum Notice, we review it again before each Annual Meeting we are involved in is called to order. We have never once been challenged, nor have their been concerns or arguments.

Were it not for that provision in the Bylaws of the associations in which we have resided and those we manage, we would almost never be able to call an Annual Meeting to order.

this is actually a really neat work around. I like this.

KerryL1 (California)
Posts: 14,550

Posted:

As noted above, Adam, our HOA has been doing this for years. The adjournment date, if needed is written in the voting materials.

AdamL1 (UnitedStates)
Posts: 559

Posted:

Quote:

Posted By BillH10 on 07/16/2022 2:22 PM
We were told years go by the attorney to give the second notice to ensure the "i"s are dotted and the "t"s are crossed.

The language in the association Bylaws I am familiar with requires the members of the association be given notice of any meeting of the association, regardless of the circumstances.

If you think about it, the second meeting is not re-convened as the first meeting could not be called to order due to a lack of quorum.

actually reading this again, I think this is in violation.

the requirement for subsequent meeting is "not less than 10 days"....you can't hold the followup meeting 15minutes later.

Mine says similar:

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.

MarkR21 (North Carolina)
Posts: 710

Posted:

Quote:

Posted By AdamL1 on 07/19/2022 2:34 PM

Posted By BillH10 on 07/16/2022 1:22 PM
Roger

We have used the adjourn and reconvene language many times as board presidents of associations in which we have resided and as owners of a property management company.

We include the notice for the second meeting in every annual meeting package we send, indicating the lower-quorum meeting will be called to order 15 minutes after the original meeting time. We are very careful to ensure the notice of the second meeting is inside the language for the meeting notice window--not less than 10 days, not more than 20 days prior, etc.

We carefully explain the process on the page which contains the Reconvened Annual Meeting with a Lower Quorum Notice, we review it again before each Annual Meeting we are involved in is called to order. We have never once been challenged, nor have their been concerns or arguments.

Were it not for that provision in the Bylaws of the associations in which we have resided and those we manage, we would almost never be able to call an Annual Meeting to order.

this is actually a really neat work around. I like this.

Totally defeats the purpose of rallying the neighbor hood to get more participants. Just an unethical way to get around the quorum

AdamL1 (UnitedStates)
Posts: 559

Posted:

Quote:

Posted By MarkR21 on 07/19/2022 4:43 PM

Totally defeats the purpose of rallying the neighbor hood to get more participants. Just an unethical way to get around the quorum

the purpose of the reduced quorum language is to ultimately get to the point where the HOA can conduct business after demonstrating it tried to inform and to get Members to attend. Not about failing a quorum and then rallying more people.

I corrected my original comment, saying that I don't think holding a followup meeting 15minutes later is valid for most Bylaws.