Small Update on Our No-Board Problem

So, on Monday I gave our community manager a gentle, tactful nudge.

I said that I was concerned about my neighbors' apparent lack of urgency about our situation, gave a concise summary of why I was concerned, and asked if there was anything I could do to help make the next meeting happen. "Please put me to work - I'm happy to help!" sez I.

Yesterday afternoon we received an email announcement that the special meeting has been scheduled for late June. Proxy form and letter of intent form included. Snail mail paper announcements to follow.

I think our manager is so used to being yelled at by homeowners that I shocked her.

Onward and upward.

So this "special meeting" is an election? How may owners vote in your HOA? Are there absentee ballots? Or must owners vote in person or by proxy? Or? How are ballots counted? Is here a quorum that must be met?

You goin' for it, Cathy?? Your community seems to really need you!

I'm so confused.

I looked at our proxy form from the annual meeting in April, and it said that the proxy was effective for the annual meeting *and any adjournments*. So if that meeting was properly adjourned (???) then the proxies are still in effect for the upcoming meeting. That's good because we'll probably make quorum easily. The bad news is that another proxy form was sent out for the upcoming meeting (effective for that meeting as well as any adjournments). So we may have overlapping, duplicate proxies. And since I sent in a proxy for the annual meeting but plan to attend this one, I'll have to revoke that first one at some point. Same for anyone in the same situation.

This situation is more complicated than if the first attempt at an annual meeting failed because quorum wasn't achieved, because the fix for that is a complete re-do. This appears to be a partial re-do. We can't just discard the first set of proxies since they counted toward quorum at the April meeting.

See, they should have let me help, this issue would have come up before they sent the recent email announcement. :-) I guess I'll have to send them a heads up/question asking how they would like to handle this.

Back here https://www.hoatalk.com/Forum/tabid/55/forumid/1/postid/349292/view/topic/Default.aspx, you posted that at the annual meeting in late April/early May, no one ran for the one open position. Also (subsequently?) the one remaining director (also President) resigned. Did the President-director resign after the annual meeting?

If so I think adjournment likely did not happen.

Into the weeds --

Technically, and of some import IMO: The fact is the HOA is flying without a net. This is because the MC is "running things" without any statutory (or bylaw, I bet) authority to do so.

Ohio statutes say who can call a special meeting along with I presume your bylaws. I doubt the MC has any authority to call a special meeting.

The Ohio Nonprofit Corporation Act says this:

When the annual meeting is not held or directors are not elected thereat, they may be elected at a special meeting called for that purpose. See https://codes.ohio.gov/ohio-revised-code/section-1702.16

I think it's fine that a Special Meeting was called. I am not wild about the MC calling it, but the alternative is to go get a receiver appointed (through some questionable consulting with a HOA attorney by the MC), which would delay things further, and which would still leave the HOA without any board for some length of time.

As for proxies, if the late April/Early May meeting was not adjourned, new proxies appear to me to be necessary. Regardless, since the HOA is flying without a net anyway, and is trying to blaze a path least likely to result in legal problems, isn't the prudent path would to obtain new proxies?

I do not see anything in Ohio statutes about how long proxies last. But I thought it was generally accepted that if an individual appears in person for a meeting, any proxy she or he had assigned before was now void. Also the most recently filled out proxy form is the one that counts.

Assuming someone is actually running for the board this time, and does so uncontested, then isn't the goal simply to reach quorum and be done with it?

With ElleN, if no one ran for the Board at the recent annual meeting, it probably was not adjourned to a later date. What would be the purpose? I'd read a draft of the minutes of that meeting to find out quickly. But who wrote them? Our PM writes ours, so maybe yours did?

My (albeit, VERY limited) understanding of proxies is that IF there are proxies later than the original, the later proxy prevails. Oh, I see ElleN notes that as well.

I'm wondering who'll preside at this special meeting of the members, Cathy? Posters here have said that their PM presides a lot or sometimes, and a PM has written that he sometimes presides. But presumably they do when delegated by the Board. Without a board, though....?

It might be a good first agenda item to let Owners decide? It seems to me that you possibly can recruit a family knowledgeable Owner, who is not a candidate, to call the meeting to order to kick things off?

It wasn't totally clear from the announcement about having no board, but I'm leaning toward after the meeting - so no adjournment.



This is what I also think.

But what I ran into when I suggested collecting signatures for a petition is that there is no board to deliver the petition to. Can homeowners simply decide on their own to hold a meeting and just do it? Probably not. And the association attorney wouldn't talk to us since we're homeowners. Not complaining, I understand why this is.



This is also is where I'm landing. It's in our best interest to get on with it so that any new board members have a chance to get their feet under them before budget/contract renewal season arrives.

We're indeed flying without a net since I haven't found anything that addresses exactly the situation we're in (*), at least not in the detail I need. So it's best to get as close as we can to normal practices. I agree about the need for proxies, assuming that this new meeting is not a continuation of the annual meeting and that the previous set have expired. Both sets have statements saying that the proxy is effective only for the meeting on the date specified and any adjournment. If no adjournment, the proxy expires.

(* We can't be the only association that's ever been in this position. Why is this not addressed? Maybe because the homeowners hire a lawyer? Or because they all wind up in receivership...?)

Allowing the manager to call the meeting is probably the course of action least likely to result in push back, although I can't imagine what good would come of challenging this since our alternative is receivership. If someone wants to challenge me personally, I'm more than happy to go back to studying virology and working on my websites and dodging covid. I'm only stepping up because I believe I'm the most qualified and because a board full of complete newbies would probably not go well. Two newbies? I'd welcome them with open arms as long as the third person knew what they were doing.

I have noticed a tendency for the manager maybe to take on more authority than she should. But then again, our Dearly Departed board members weren't totally complying with our governing docs either and apparently weren't too sure of themselves. For example, the previous board president - not the last one to resign - served four years without figuring out the difference between directors and officers. Or maybe they refused to go along with the naming convention, hard to tell.

Thank you for helping me think out loud on this. What's really annoying is that this situation is an entirely self-inflicted wound that could so easily have been avoided. What's worrisome is that the Dearly Departed were actually competent within a defined set of parameters. If mostly competent directors can create this many legal knots, heaven help us.

Per Ohio statutes, my opinion is yes. FWIW from the nonprofit corp statute (which I know you can look up but I bet maybe you are resisting, for good reason):

Section 1702.17 | Meetings of voting members - calling and place of meeting.

(A) Meetings of voting members may be called by any of the following:
.
.
.
(3) The lesser of (a) ten per cent of the voting members or (b) twenty-five of the voting members, unless the articles or the regulations specify for such purpose a smaller or larger proportion or number, but not in excess of fifty per cent of the voting members;

https://codes.ohio.gov/ohio-revised-code/section-1702.17

The statute section does not say anything about how this "petition" is presented. If push came to shove, I would presume documenting that the required number of people asked for the Special Meeting would fly legally.

I hear you that the proxies have expired (assuming adjournment did not take place).

I also see I had a read-o. If the proxies had not expired you could in fact have declared revocation at an open meeting. From the statute section, with emphasis added: ...the person appointing a proxy may revoke a revocable appointment... in open meeting.

It must be nerve-wracking thinking about being on the board again, knowing all that you do about the work involved. At least, I would be on edge. It's simply no fun doing demanding work without pay and on behalf of people who do not understand the nature of condo associations.

I hope that manager listens to you. It seems not a good sign that she is taking on more authority than she should.