TristaJ (Texas)
Posts: 96
Posts: 96
Posted:
Does that mean we don’t vote again for another year!?
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Quorum not met in TX
Started by TristaJ • 22 replies • 429 views
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AugustinD
Posts: 1,027
Posts: 1,027
Posted:
-- With quorum not met, in Texas I do not think there is any other path for owners' electing directors.
-- In some states, and even though quorum is not met, those present may vote on a motion to adjourn to a new meeting date, in the hope that enough proxies can be gathered to have a quorum and proceed with the election.
-- If the Bylaws have no requirement for attempting another annual meeting of the owners, then I believe the board has no obligation to attempt another meeting. The board might even be violating the bylaws by attempting another meeting. It just depends.
-- AFAIC quorum not being met is a substantial number of owners saying they are fine with the status quo. No one should be, say, outraged that the board is not scheduling another election. Also elections do take a fair amount of time and money to run.
-- In some states, and even though quorum is not met, those present may vote on a motion to adjourn to a new meeting date, in the hope that enough proxies can be gathered to have a quorum and proceed with the election.
-- If the Bylaws have no requirement for attempting another annual meeting of the owners, then I believe the board has no obligation to attempt another meeting. The board might even be violating the bylaws by attempting another meeting. It just depends.
-- AFAIC quorum not being met is a substantial number of owners saying they are fine with the status quo. No one should be, say, outraged that the board is not scheduling another election. Also elections do take a fair amount of time and money to run.
KerryL1 (California)
Posts: 14,550
Posts: 14,550
Posted:
Can't remember, Trista. What % of owners were needed to be present by proxy, mail-in ballot, or in person to make quorum? Were you on this ballot, Tristan?
I'm surprised because you did write that mail-in (absentee) ballots were acceptable in a different post. Usually that helps encourage many to vote.
There are many reason why an assn. doesn't make quorum for its annual meeting: many absentee owners; requirements that members attend in person or by proxy only and may not vote absentee or electronically.
Poor publicity about the election in newsletters, mailers, etc. by the board in its directions to the PM (if they have one) is another and sometimes can be attributed to a Board that wants to remain in power and tries to limit owners voting with scant communication and even an annual meeting time that is inconvenient. Or it's held at a place that's inconvenient.
A common explanation is "apathy," and I suppose that's true in some associations. Or, as Aug wrote, most are OK with the status quo or even are happy with it. But you would think this group would vote to keep the status quo. Another reason is when there's no competition, i.e., the number of openings matches the number of candidates.
I'm surprised because you did write that mail-in (absentee) ballots were acceptable in a different post. Usually that helps encourage many to vote.
There are many reason why an assn. doesn't make quorum for its annual meeting: many absentee owners; requirements that members attend in person or by proxy only and may not vote absentee or electronically.
Poor publicity about the election in newsletters, mailers, etc. by the board in its directions to the PM (if they have one) is another and sometimes can be attributed to a Board that wants to remain in power and tries to limit owners voting with scant communication and even an annual meeting time that is inconvenient. Or it's held at a place that's inconvenient.
A common explanation is "apathy," and I suppose that's true in some associations. Or, as Aug wrote, most are OK with the status quo or even are happy with it. But you would think this group would vote to keep the status quo. Another reason is when there's no competition, i.e., the number of openings matches the number of candidates.
TristaJ (Texas)
Posts: 96
Posts: 96
Posted:
I was told by board president I ask dumbass questions so I’m quitting.
WendyM5 (North Carolina)
Posts: 1,522
Posts: 1,522
Posted:
You can always read your bylaws to see the process for carrying out a special election
vis ta vie
WendyM5 (North Carolina)
Posts: 1,522
Posts: 1,522
Posted:
Quote:
Posted By TristaJ on 11/03/2022 6:17 PM
I was told by board president I ask dumbass questions so I’m quitting.
I was told by board president I ask dumbass questions so I’m quitting.
I'd stick around so that jerk doesn't ruin the neighborhood
vis ta vie
JohnC46 (South Carolina)
Posts: 14,265
Posts: 14,265
Posted:
Quote:
Posted By TristaJ on 11/03/2022 6:17 PM
I was told by board president I ask dumbass questions so I’m quitting.
I was told by board president I ask dumbass questions so I’m quitting.
No question is a dumb question. That said, you post indicate you have not spent much time reading or understanding your association docs.
ConchoP (Texas)
Posts: 208
Posts: 208
Posted:
If you mean you didn't get a quorum for election- then refer to your Bylaws. They should state how to handle not meeting a quorum.
We never met the quorum; no one showed up at our last Annual meeting.
Our Bylaws state if the first quorum is not met, we have reconvened (second try), notices are still mailed to homeowners with all the meeting times, etc. Of course, that quorum is never met, then we do a third round where the quorum of the board votes in the new board.
We want to change the Bylaws to have the quorum of the board be the quorum for membership voting.
We never met the quorum; no one showed up at our last Annual meeting.
Our Bylaws state if the first quorum is not met, we have reconvened (second try), notices are still mailed to homeowners with all the meeting times, etc. Of course, that quorum is never met, then we do a third round where the quorum of the board votes in the new board.
We want to change the Bylaws to have the quorum of the board be the quorum for membership voting.
SheliaH (Indiana)
Posts: 6,964
Posts: 6,964
Posted:
What John and Wendy said. You quit, you may not ever find the answer - which was probably in the documents anyway, so it's your fault if you don't read them. If you want to be an effective board member, you start by doing your homework and reading the documents. The "dumbass question" comment probably said more about the president than you - or he had a point. It's up to you to determine what's correct.
In my community, there have been several occasions where we didn't make quorum - including this year. Our bylaws do give the option of rescheduling it in hopes people will pay more attention, but if they don't the current board continues to serve. This year's annual meeting was to feature a presentation by our reserve study specialist - although we didn't have an official meeting, the man appeared virtually, so he gave his presentation to the five or six of us who did attend, and then we had an informal chat about life overall in the community. The board was to have the regular board meeting after the annual, so we left, although we had the option of staying and listening.
In my community, there have been several occasions where we didn't make quorum - including this year. Our bylaws do give the option of rescheduling it in hopes people will pay more attention, but if they don't the current board continues to serve. This year's annual meeting was to feature a presentation by our reserve study specialist - although we didn't have an official meeting, the man appeared virtually, so he gave his presentation to the five or six of us who did attend, and then we had an informal chat about life overall in the community. The board was to have the regular board meeting after the annual, so we left, although we had the option of staying and listening.
If it is not right do not do it; if it is not true do not say it. Marcus Aurelius
KerryL1 (California)
Posts: 14,550
Posts: 14,550
Posted:
Do you realize what you wrote, Concho? "We want to change the Bylaws to have the quorum of the board be the quorum for membership voting."
This means that you want a quorum for membership to be MORE THAN 50% of all eligible owners? Most HOAs try to reduce the the % of members(owners) who vote to make quorum. 25% is common. 10% is the requirement for one poster's HOA here. Our HOA's very recently restated Bylaws eliminated quorum for the election of directors
This means that you want a quorum for membership to be MORE THAN 50% of all eligible owners? Most HOAs try to reduce the the % of members(owners) who vote to make quorum. 25% is common. 10% is the requirement for one poster's HOA here. Our HOA's very recently restated Bylaws eliminated quorum for the election of directors
TimB4 (Tennessee)
Posts: 21,059
Posts: 21,059
Posted:
Quote:
Posted By ConchoP on 11/04/2022 11:36 AM
We want to change the Bylaws to have the quorum of the board be the quorum for membership voting.
We want to change the Bylaws to have the quorum of the board be the quorum for membership voting.
Expecting a 5 person board, you want 3 people to be a quorum at the annual meeting.
I'm not sure that could be defended if challenged in the courts.
I would suggest making a quorum 10%.
Not applicable to TX but Virginia statutes actually specifies that it can not be lower then 10%.
KerryL1 (California)
Posts: 14,550
Posts: 14,550
Posted:
Well, Concho, just what do you have in mind? Tim & I interpret your goal differently.
ConchoP (Texas)
Posts: 208
Posts: 208
Posted:
We will do what is legal required in our state. We are just tired of spending $1500 a year on elections when 20 out of 500 vote and 5 to zero show up to meetings.
ConchoP (Texas)
Posts: 208
Posts: 208
Posted:
Quote:
Posted By KerryL1 on 11/04/2022 1:59 PM
Do you realize what you wrote, Concho? "We want to change the Bylaws to have the quorum of the board be the quorum for membership voting."
This means that you want a quorum for membership to be MORE THAN 50% of all eligible owners? Most HOAs try to reduce the the % of members(owners) who vote to make quorum. 25% is common. 10% is the requirement for one poster's HOA here. Our HOA's very recently restated Bylaws eliminated quorum for the election of directors
Do you realize what you wrote, Concho? "We want to change the Bylaws to have the quorum of the board be the quorum for membership voting."
This means that you want a quorum for membership to be MORE THAN 50% of all eligible owners? Most HOAs try to reduce the the % of members(owners) who vote to make quorum. 25% is common. 10% is the requirement for one poster's HOA here. Our HOA's very recently restated Bylaws eliminated quorum for the election of directors
I would love to eliminate a qorum for the election of Directors...I will asked our attorney if we can do this in Tx.
KerryL1 (California)
Posts: 14,550
Posts: 14,550
Posted:
Good question for your attorney, Concho though some posters may know the answer. I'm in CA and it's OK here.
LaskaS (Texas)
Posts: 1,025
Posts: 1,025
Posted:
I'm in texas. A condominium association.
The annual meeting is the one time a year the owners get to elect in or out the board members. No way in the world would an annual election quorum be reduced to the equivalent of what a board quorum is.
The annual meeting is the one time a year the owners get to elect in or out the board members. No way in the world would an annual election quorum be reduced to the equivalent of what a board quorum is.
NA1 (Massachusetts)
Posts: 190
Posts: 190
Posted:
At least you can find candidates. We can’t even fill the seats we have. Lowering quorum wouldn’t matter for us.
AugustinD
Posts: 1,027
Posts: 1,027
Posted:
Quote:
Posted By ConchoP on 11/04/2022 7:43 PM
We will do what is legal required in our state. We are just tired of spending $1500 a year on elections when 20 out of 500 vote and 5 to zero show up to meetings.
We will do what is legal required in our state. We are just tired of spending $1500 a year on elections when 20 out of 500 vote and 5 to zero show up to meetings.
TPC 209 appears to have nothing pertinent to say on the subject. BO 22 has a few lines that make me think setting the quorum at some tiny positive number (one owner present?) might be wise, to minimize possible disputes.
ConchoP (Texas)
Posts: 208
Posts: 208
Posted:
Quote:
Posted By ConchoP on 11/04/2022 11:36 AM
If you mean you didn't get a quorum for election- then refer to your Bylaws. They should state how to handle not meeting a quorum.
We never met the quorum; no one showed up at our last Annual meeting.
Our Bylaws state if the first quorum is not met, we have reconvened (second try), notices are still mailed to homeowners with all the meeting times, etc. Of course, that quorum is never met, then we do a third round where the quorum of the board votes in the new board.
We want to change the Bylaws to have the quorum of the board be the quorum for membership voting.
If you mean you didn't get a quorum for election- then refer to your Bylaws. They should state how to handle not meeting a quorum.
We never met the quorum; no one showed up at our last Annual meeting.
Our Bylaws state if the first quorum is not met, we have reconvened (second try), notices are still mailed to homeowners with all the meeting times, etc. Of course, that quorum is never met, then we do a third round where the quorum of the board votes in the new board.
We want to change the Bylaws to have the quorum of the board be the quorum for membership voting.
My bad, I didn't read what I wrote correctly -We want to change the Bylaws to have the quorum to be met for the annual meeting, and such be the quorum of the board.
But now I want to check with our attorney to see if we can eliminate a quorum for the election of Directors.
BillH10 (Texas)
Posts: 1,217
Posts: 1,217
Posted:
Concho
It is universal in my experience in HOAs and condominiums in Texas and California that vacancies on the Board of Directors are filled at the Annual Meeting of the Association, unless there is an appointment mid-term to fill a vacancy caused by a resignation, death, or similar occurrence. From what I have read, that is the usual process across the country. My comments in this post pertain to vacancies caused by the regular expiration of the term of a member of the Board and not a Palace Revolt when a sitting member or the entire board is unseated for some reason.
That being the case regarding quorums, the quorum requirement to fill vacancies on the Board is that of the Annual Meeting. There is no separate quorum requirement to elect Directors, if the Annual Meeting has met the quorum requirement, the election may be held.
You mentioned your Association spends $1,500 annually for the annual meeting notice package and other expenses associated with the meeting and very few participate. That expense is not uncommon, nor is the lack of participation.
I recommend you/your Board seek to understand what is going on and what alternative steps you may take to enhance the gathering of proxies and absentee ballots, both of which are permitted in Texas. Your issue is not the number of people who attend, the issue is you do not meet the quorum requirements. Your board should examine the existing processes to determine how the Association can make it as easy as possible to attain a quorum.
For example: a proxy may be obtained for the purposes of attaining a quorum only and ensure it is understood doing so does not name the President or another member of the Board as a proxy for voting purposes. No fiddling with absentee ballots or finding someone to be a proxy, simply execute the form and submit it per the directions. While it must be signed, it does not have to be mailed. Do you provide a method to scan, email, or take a picture of the proxy, and submit it? If not, why not?
I also suggest you review the Annual Meeting Notice Package and make it as simple as possible. Ensure anyone may understand it and doubly ensure anyone understands how a proxy may be submitted for the purpose of attaining a quorum only.
There are other strategies to use. For example, many association documents stipulate that if the quorum for the Annual Meeting is not met, a second meeting may be called with a reduced quorum number. In the associations we manage, and in which we reside, we ensure the Annual Meeting Notice Package includes the full, legally required notice of the second, reduced quorum, meeting to be convened 15 minutes after the original meeting if the original meeting fails to meet quorum. That totally eliminates the need for a second notice package, although it does add a sheet or two to the original notice package.
Another strategy is electronic voting, which can be done from the comfort and safety of one's home or other location. In Texas, an absentee ballot counts as a proxy toward attaining the quorum for the annual meeting. If you use electronic voting, it is an automatic 'tow-fer'--a ballot and a proxy toward the quorum.
I suggest you and your Board examine what strategies you may use to increase your 'take-rate' before your next annual meeting.
It is universal in my experience in HOAs and condominiums in Texas and California that vacancies on the Board of Directors are filled at the Annual Meeting of the Association, unless there is an appointment mid-term to fill a vacancy caused by a resignation, death, or similar occurrence. From what I have read, that is the usual process across the country. My comments in this post pertain to vacancies caused by the regular expiration of the term of a member of the Board and not a Palace Revolt when a sitting member or the entire board is unseated for some reason.
That being the case regarding quorums, the quorum requirement to fill vacancies on the Board is that of the Annual Meeting. There is no separate quorum requirement to elect Directors, if the Annual Meeting has met the quorum requirement, the election may be held.
You mentioned your Association spends $1,500 annually for the annual meeting notice package and other expenses associated with the meeting and very few participate. That expense is not uncommon, nor is the lack of participation.
I recommend you/your Board seek to understand what is going on and what alternative steps you may take to enhance the gathering of proxies and absentee ballots, both of which are permitted in Texas. Your issue is not the number of people who attend, the issue is you do not meet the quorum requirements. Your board should examine the existing processes to determine how the Association can make it as easy as possible to attain a quorum.
For example: a proxy may be obtained for the purposes of attaining a quorum only and ensure it is understood doing so does not name the President or another member of the Board as a proxy for voting purposes. No fiddling with absentee ballots or finding someone to be a proxy, simply execute the form and submit it per the directions. While it must be signed, it does not have to be mailed. Do you provide a method to scan, email, or take a picture of the proxy, and submit it? If not, why not?
I also suggest you review the Annual Meeting Notice Package and make it as simple as possible. Ensure anyone may understand it and doubly ensure anyone understands how a proxy may be submitted for the purpose of attaining a quorum only.
There are other strategies to use. For example, many association documents stipulate that if the quorum for the Annual Meeting is not met, a second meeting may be called with a reduced quorum number. In the associations we manage, and in which we reside, we ensure the Annual Meeting Notice Package includes the full, legally required notice of the second, reduced quorum, meeting to be convened 15 minutes after the original meeting if the original meeting fails to meet quorum. That totally eliminates the need for a second notice package, although it does add a sheet or two to the original notice package.
Another strategy is electronic voting, which can be done from the comfort and safety of one's home or other location. In Texas, an absentee ballot counts as a proxy toward attaining the quorum for the annual meeting. If you use electronic voting, it is an automatic 'tow-fer'--a ballot and a proxy toward the quorum.
I suggest you and your Board examine what strategies you may use to increase your 'take-rate' before your next annual meeting.
JohnC46 (South Carolina)
Posts: 14,265
Posts: 14,265
Posted:
Bill
There are other strategies to use. For example, many association documents stipulate that if the quorum for the Annual Meeting is not met, a second meeting may be called with a reduced quorum number. In the associations we manage, and in which we reside, we ensure the Annual Meeting Notice Package includes the full, legally required notice of the second, reduced quorum, meeting to be convened 15 minutes after the original meeting if the original meeting fails to meet quorum. That totally eliminates the need for a second notice package, although it does add a sheet or two to the original notice package.
Our Bylaws are similar to the above (50%) reduced Quorum but calls for a time between meetings:
Section 7. Adjournment of Meetings. If any meeting of the Association cannot be held because a quorum is not present, a majority of the Voting Members who are present at such meeting, either in person or by alternate, may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days from the time the original meeting was called.
There are other strategies to use. For example, many association documents stipulate that if the quorum for the Annual Meeting is not met, a second meeting may be called with a reduced quorum number. In the associations we manage, and in which we reside, we ensure the Annual Meeting Notice Package includes the full, legally required notice of the second, reduced quorum, meeting to be convened 15 minutes after the original meeting if the original meeting fails to meet quorum. That totally eliminates the need for a second notice package, although it does add a sheet or two to the original notice package.
Our Bylaws are similar to the above (50%) reduced Quorum but calls for a time between meetings:
Section 7. Adjournment of Meetings. If any meeting of the Association cannot be held because a quorum is not present, a majority of the Voting Members who are present at such meeting, either in person or by alternate, may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days from the time the original meeting was called.
BillH10 (Texas)
Posts: 1,217
Posts: 1,217
Posted:
John, thanks.
I have seen that language in other association documents, fortunately it is not present in the documents of our clients or the association in which we reside.
We have one client whose documents state the quorum for the annual meeting is the allocated percentage of the owners present in person or by proxy. No quorum issues with that association, to their credit the board is still diligent about reminders for proxies and the meeting itself.
I have seen that language in other association documents, fortunately it is not present in the documents of our clients or the association in which we reside.
We have one client whose documents state the quorum for the annual meeting is the allocated percentage of the owners present in person or by proxy. No quorum issues with that association, to their credit the board is still diligent about reminders for proxies and the meeting itself.
JohnC46 (South Carolina)
Posts: 14,265
Posts: 14,265
Posted:
The first and only Amendment our BOD got passed was changing our Annual Meeting Quorum for 50% to 20%. Without Proxies we could not have done such. Since then (7 years) we have never failed to meet Quorum, again with the help of Proxies.
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