The Annual Meeting Did Not Attain a Quorum

Hi,

The annual meeting held last month did not attain a quorum. The attorney, I am told, said that no second attempt to obtain a quorum would be attempted and that the current officers would hold their positions until nest year.

Some background; last year they attempted to get a quorum twice with two Zoom meetings. Failing both times, the third time they had a live meeting and did obtain a quorum. But this year apparently it is okay to not hold an annual meeting.

I think an annual meeting is not an option. I further think that until an annual meeting is conducted in accordance with the Bylaws and state laws, the Board should only conduct caretake type actions, pay the electric bill, pool maintenance, things of that nature. The board has recently sent out compliance letters and one of my neighbors got a letter that said she was not in compliance and a $25/day fine started against her. She says she didn't get the letter until after the 10 day notice period was past.

So, I think that they must keep trying to convene a quorum which is 1/3 of the members; there are 260 units in this development.

This is all that I see as germane in the Bylaws:

ARTICLE III

Meetings of Members

"Section 1. Annual Meetings. The regular annual meeting of the Members shall be held on the
last business day of the fifth month following the close of each fiscal year or at such other time and date prior
thereto and following the close of the fiscal year. Notwithstanding the foregoing, the Board of Directors may
cause the annual meeting of Owners to be on such other date in any year as they shall determine to be in the best
interests of the Association, and any business transacted at said meeting shall have the same validity as if transacted
at a meeting held during the month designated herein. At the annual meeting, reports of the affairs, finances
and budget projections of the Association shall be made to the Owners."

Thanks for you input on this, I think, very important subject.

Why is it you think this says the Board must make another attempt to meet quorum?

By my reading, the board has the lawful right not to attempt quorum again. One of the reasons it may be in the best interests not to try again is the cost of sending out notice.

I feel that when quorum is not met, owners are in fact stating that they are fine with the status quo.

This annual meeting is a members meeting, NOT a board meeting, therefore it is the members that decide if another meeting is to take place.

???????????????

"The fact that there is no quorum means the required number of dues payers didn't show to prove they reject the upcoming budget that the board of directors has already approved."

Isn't that the opposite of how it is supposed to work? The Board presents the budget and the members approve then. Silence is not consent. In our case, it seems the members are totally at odds with the Board, as as often the case in HOA world.

"Section 1. Annual Meetings. The regular annual meeting of the Members shall be held on the last business day of the fifth month following the close of each fiscal year or at such other time and date prior thereto and following the close of the fiscal year. Notwithstanding the foregoing, the Board of Directors may cause the annual meeting of Owners to be on such other date in any year as they shall determine to be in the best interests of the Association, and any business transacted at said meeting shall have the same validity as if transacted at a meeting held during the month designated herein. At the annual meeting, reports of the affairs, finances and budget projections of the Association shall be made to the Owners."

"This annual meeting is a members meeting, NOT a board meeting, therefore it is the members that decide if another meeting is to take place."

Thanks. Now the members have to decide how to get an annual meeting convened as stated in the Bylaws. Attempting to get a Special Meeting convened to remove these board members may be in the works.

This would appear to give the Board an out to sit on their hands indefinitely.

2022 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 7 - Shareholders
Part 1 - Meetings
§ 14-2-701. Annual Meeting
Universal Citation: GA Code § 14-2-701 (2022)
A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.
Except as provided for in paragraph (2) of this subsection, annual shareholders’ meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual shareholders’ meetings shall be held at the corporation’s principal office.
Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may determine that an annual shareholders’ meeting may be held wholly or partially by means of remote communication as authorized by Code Section 14-2-708.
The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation’s bylaws does not affect the validity of any corporate action."

Way way more often than not for budget approval, statutes and bylaws are worded such that silence is consent.

Is this a condominium?

What year was this HOA established?

The above info will help when checking Georgia statutes.

Hi,

these are town houses not condominiums. Established 1985.

For future reference, do your HOA's governing documents subject the HOA to the Georgia Property Owners Association Act? I think you posted several years ago saying that your HOA is subject to this statute.

I see nothing in Georgia statutes that gives the owners the express power to reject a budget. If the bylaws are also silent about budget approval/rejection, then this means the only way to change the budget would be through electing new directors, either via the annual meeting or a special meeting to recall.

Good for you. Yes I have posted the Georgia Property Owners Association Act before. I am thinking the only to have effect on the current board members is a credible threat to remove them, or their removal.

You say the cable deal and repainting of the mail kiosks weren’t popular, but it would appear everyone got over it, especially since the Board backed away from this and it appears everyone's getting their mail as usual. Maybe it’s me, but this is rather petty in the grand scheme of things - I thought you’d say something like assessments were increasing – that usually brings people out.

Tim also suggested polling neighbors to find out why they didn’t attend and if proxies were allowed – you said proxies are allowed but they’re mailed by the management company, which always supports the sitting board members. Does the management company also complete, sign, date and return the proxies? No? Then why are you blaming the management company for something the HOMEOWNERS had control over (if they didn’t want to complete the proxy, they could have attended the meeting and cast their vote in person.

And what’s with this “I think 1/3 of the owners for a quorum is state law” – that may be correct, but what do your DOCUMENTS say? Does that state law apply to all HOAs or those established after a certain date? Details like this do matter, so I don’t know why you’re more honked off at the board instead of the homeowners who had every opportunity to participate but didn’t. Just like our local, state, and national elections, voting matters and not voting means either you don’t give a damn what happens or you’re happy with the status quo. Your own documents state the directors can stay unless they resign, die, or are removed (through a vote or recall), and that they were written to allow for the lack of participation by the homeowners, so what else do you suggest to fix this?

It just keeps coming back to you and your neighbors again, and unfortunately, it seems homeowner apathy is a problem like everywhere else. Or perhaps not - maybe the board is doing the best it can under the circumstances and the homeowners know and accept that. If you want a change, that's fine, but you're going to have to work for it and find a way to light a fire under everyone else, or at least enough to make quorum. Good luck to you.

I dont live in your neighborhood, so why should I care what happened in 2012? As for picking at things just to pick at them, methinks I struck a nerve? I'm not saying your board is perfect, but...you didn't have to change your cable and your mail is coming through. All this happened last year, so is there anything else they did that warrant people voting them out?

If so you had a year to rally your neighbors together to do that but it didn't happen for whatever reason. You can't blame the board for the decision people made not to participate.

And with that, I'm done with this. I don't know what else you want anyone to say. If the board has decided not to try again to hold a meeting, you either rally your heighbors together to force the issue or consider taking legal action. Of course you'll have to explain why there should be yet another attempt, or two or three...hope you think of something convincing.

PS - I also get medications through the mail and it can be annoying when something you expect doesn't arrive when you expect. I also know shit happens- I guess you didn't ask the board shy the work took so long, did you?

by the way I feel sorry for you, because your bylawas are the same crap ours are. Unless there is a quorum then no elections were historically held. It's such a bad way to run an HOA because once you get a power hungry BOD installed, they have no incentive to try to get a quorum for anything and then rule how ever the hell they want.

A board, rogue, principled or otherwise, can override whatever it wants and take the liability risk.