Annual Meeting Agenda

That's a pretty rough agenda....I would expect this to be more of a "notice of annual meeting" but not an agenda....

That’s not an agenda. As Warren points out, it’s only a notice.

Say, what are the two sets of directors?

That’s not an agenda. As Warren points out, it’s only a notice.

Say, what are the two sets of directors?

As a notice it's pretty informative, so thumbs up for that.

A question: does Colorado state law require this two-sets-of-directors procedure? I've never heard of another community that handles varying term lengths that way, and if it's state law I wonder what the legislators thought this system provides. If you don't know, no biggie - I was just curious.

We also have staggered terms per declaration. To start, top 3 vote-getters got 2-yr term, bottom 2 got 1-yr term. Oddly enough, the director that does almost all the work got the least votes.

Two sets of Directors - to clarify:

We have the main 'HOA' and we also have a separate 'special event' organization that puts on events for the community. Things like 'movies in the park', different 5k runs, etc. When a home sells, the new buyer pays a very small percentage of the sales price into this fund.

I have posted about this before - the only time our Bylaws mentions 'staggered terms' was the very first year, and that was over 20 years ago. Initially, our current Board only announced 2 open positions this year, but after reading the Bylaws I figured out that all their terms had expired and all 5 positions were open. I pushed it and they ended up agreeing, so the entire 5 member HOA Board is up for election. (They said they were only 2 positions open to keep the terms staggered because they 'always have done it that way'

Annual meeting agendas are much the same everywhere, with these essential items:

* Proof of notice (never heard of proof of agenda)

* Verification of quorum

* Approval of minutes from previous annual meeting

* Election

* Adjournment

There may or may not be additional items of business, and if there are they would be included in the notice.

The whole point of publishing agendas before the meeting is to allow homeowners to know what will be discussed/voted on so that they can decide if they want to attend. If the only item of business is the election, is anyone really unclear about this? And that's assuming the meeting is in-person - if the election is conducted electronically and the voting period is open prior to the actual meeting, "attend" may have a different meaning.

Note: some states don't require publishing meeting agendas ahead of time, but annual meeting notices are universally required (to the best of my knowledge). Election requirements can also vary by state.

You are falsely accusing the board of violating the law.

Can you elaborate?

Your bylaws should define how many board positions and how long the terms are. If you have 3 directors who serve 3-year terms, it's easy to maintain the staggering: 1 term expires every year. We also had no board prior to our last election, so the top 3 vote-getters filled the positions, with the length of the term corresponding to how many votes each person received. The trick is to keep track of when the terms are scheduled to expire, regardless of whether or not they're filled at the time.

Here is our Bylaw regarding elections. At this point, I believe that all terms for a newly elected Director should be 2 years and only 2 years. It specifically calls out "at the first annual meeting". Note the paragraph where I added >>> <<<

I broke the 'wall of text' up, so it will be easier to read:

-------------------------------------------------------------------------------------------------------------------
At the first annual meeting of the Members, and thereafter at each annual meeting of the Members coinciding with the expiration of a Director's term of office or at which a vacancy on the Board exists, the Members shall elect new Directors by secret written ballot as provided in these Bylaws.

All positions on the Board shall be filled at the first annual meeting. If an annual meeting is not held, or the Board is not elected thereat, the Board may be elected at any special meeting of the Members held for that purpose. Each Director shall hold office until his successor has been elected or until his death, resignation, removal or judicial adjudication of mental incompetence.

The term of office of the three (3) Directors receiving the highest number of votes at the first annual meeting shall be three (3) years and the term of office of the two (2) Directors receiving the next highest number of votes at the first annual meeting shall be two (2) years.

At each annual meeting thereafter, new Directors shall be elected to fill vacancies created by the death, resignation, removal, judicial adjudication of mental incompetence or expiration of the terms of past Directors.

>>>>>>>>The term of office of each Director elected to fill a vacancy created by the expiration of the term of office of the respective past Director shall be two (2) years.<<<<<<

The term of office of each Director elected or appointed to fill a vacancy created by the resignation, death or removal of his predecessor shall be the balance of the unserved term of his predecessor. Any person serving as a Director may be reelected, and there is no limit on the number of terms which he may serve.

Would like to help, James, but must be out most of the day today. As always, you want to find that the Assn. via the Board & PM are proceeding incorrectly. In my read of the meeting notice, I belie it must list the candidates. Look at corporations code on elections.

I also think the Niotice needs to include reference to to your HOA's election rules and where to read them, e.g., website? Your election rules may tell you more.

If you find the election was held improperly, then what?????

Since you didn't want to attend, is it because you think you'll lose?

And she still does not know that an "appeal to authority" is not a valid rebuttal to a claim of lawbreaking.

I hope you get on the board and a board majority cans her.

No, James, your BOARD is supposed to put together the agenda – the most the property manager should do is ensure it’s sent out in a timely manner and reflects the board’s instructions. It’s true that mistakes can be made, but you always seem to blame the property manager for everything. What the blazes do you expect your board to do besides sit there? Isn’t that why you’ve talked about running for a spot yourself?

By the way, what do your DOCUMENTS say about the organization meeting– we know what Davis-Stirling says, but you should always start with yours (do you ever read them?) You could have them right after the annual meeting or the next board meeting, although it makes sense to do it after the annual (it shouldn’t take that long), and then the incoming and outgoing members can work together to ensure a smooth transition has been achieved by the time of the next regular board meeting

As for the pros and cons of staggered terms, I’ve always felt one goal is to help ensure some sort of continuity with a mix of experience members and newbies who can bring in new ideas. If you elect a completely new slate of people, you may get lucky and wind up with a great group – or folks who don’t know/care what the hell they’re doing and are inclined to use the documents as virtual toilet paper.

This is where rouge and downright incompetent boards start. Sometimes, you end up with people who serve for years and still don’t have the first clue about what’s going on (staggered terms can be a good way to get rid of them.) If you elect 3, 5, or however many board members all at once, it can be easy for a motivated group of people to take over – they may have the community’s best interests at heart or perhaps not.

Looks like James is correct: the meeting notice was incomplete since it did not include an agenda. Open Forum, for example is required in CA, and should be on an agenda. Similarly the candidates' names are statutorily required to be on the "notice."

https://www.davis-stirling.com/HOME/A/Annual-Meetings: “Notice & Agenda. As with any meeting, whether board or membership meetings, the association must publish a notice of the meeting along with an agenda describing the business that will be conducted at the meeting. Included in every meeting must be an Open Forum..."

https://www.davis-stirling.com/HOME/A/Annual-Meeting-Notice#axzz1PTf5VWST: “Agenda. Notice of meetings must specify those matters that will be presented for action by the membership. (

Civ. Code § 5115.) Business at the meeting is limited to noticed items only; no other business may be transacted. (Corp. Code § 7511(a).)"

Calif. Corps. Code 7511(a) “The notice of any meeting at which directors are to be elected shall include the names of all those who are nominees at the time the notice is given to members.”

OuMy HOA's annual meting agenda is just Call to Order, confirm quorum, approve last minutes, close polls, tabulate ballots, Open forum during tabulation, announce winners adjourn meeting. In CA an organizational meeting only needs to be held soon after an election. It is an open board meeting.

James you say you want to serve your community and I've been rooting for you all along. But your attitude about attending the election meeting!!?? Whether you win or not is, imo, terrible. It shows no concern or care for your community. It shows no gratitude for those who voted for you. It hints at arrogance. It might be toooo warm said with a whine. Jeez.

Update

WE DID NOT MAKE OUR 20% QUORUM, ABOUT 20 BALLOTS SHORT.

But, the 'election inspector' person said something about a reduced quorum of 10% that we would make, and they also scheduled a meeting for next week.

I never heard of this before, reducing the quorum to 10%, can anyone fill me in if you know?

James, I’m in California. A quorum is established by the number of ballots the inspector of elections receives by the deadline. If there is no quorum why wouldn't the meeting have been postponed? There were not 20% returned? Wow that’s a challenge.

James, your inspector of elections already knows the number of ballots received which should be posted on their website. Are they saying they haven’t received enough ballots and need more time?

An agenda is not required for an Annual Meeting UNLESS explicitly stated in the Bylaws.

That may be in your documents (once again, do you ever read them? You'll need to do that if you wind up on the board, so you'll have a better understanding of what the board is supposed to do)

Since you didn't make quorum, you may want to get off your computer and start pounding the pavement if there's going to be a meeting next week - you can encourage your neighbors to show up in person so they can also see what happens with the proxies, the quorum and the vote (if there is one). Especially if you're still running for a board position.

Between that and the proxies, you may have more than enough to hold the meeting. If people show up and they’ve already turned in their proxies, they should be able to cancel them and cast their vote in person – double-check your documents to be sure or ask a board member.

(We know you’re not impressed with the management company and you may have a valid point, but you have yet to say whether you’ve discussed any of your issues with the board – those ARE the people who are supposed to be supervising them, you know.)

If you get elected, I also suggest that you get a copy of the management company contract and read it carefully so you’ll know exactly what they’re supposed to do. In fact, if you aren’t elected, read it anyway. If you can show there are quality issues, the board can then have a discussion with the manager and his/her supervisors (if appropriate) about a performance improvement plan. If the problem(s) remain or worsen after 6 months or so, THEN you can consider going to another management company and set up a transition plan and all that. Good luck.

Sheila, 3 posts up from yours, if you read it, you will discover that we didn't make the initial 20% quorum, but there is a provision in our bylaws that allows a reduced quorum, down to 10% that we did make. Another meeting is scheduled for next week, when they will count the ballots after waiting the mandatory 5 days.

And yes, I have read all the governing documents numerous times, but apparently to meet your standards, I needed to have memorized all 200+ pages... And yes, if you can remember, I posted about our PMC contract and how I discovered they are 'double dipping' on us. Their contract as well as other contracts, legal documents, Board Minutes going back 20 years are all posted on my website for the community to read.

I have posted numerous times about the relationship regarding our current PMC, our current President, our current Community Manager. I am not going to go into it again – but the word 'cronyism' comes to mind. Also, to date. I have had three different IDR's, two of which involved the HOA attorney. They just blow everything off and the HOA Attorney, in my opinion, is covering for them. Ironically, from what I understand, they did not like some of his decisions, and they are no longer using that law firm...

Lastly, a new, (5) seat board will be elected next week. I believe the only reason we got this far, was from my efforts to educate the community what has been going on.

John
That actually sounds similar to what we have, but we go from 20% to 10%. Funny thing - in the 20 years that I have lived here, I never even heard of it before. Most of the other homeowners also thought we had to make 20% or it was an automatic fail.

10% is needed for our quorum, which includes proxies, to hold are Annual meeting.

Last night we had our election, from what I understand, for only the 2nd time in the last 13 years we had enough ballots to meet quorum (the 10% reduced quorum).

This is a community of over 1,000 single family homes with an annual budget of over $2 Million, with a 5 member Board of Directors. I was pushing a slate of 4 - three new applicants, including myself, as well as one incumbent. Although the general advice on this forum was to run a 'positive' campaign, I felt that the only way I could get this community to 'wake up' to what has been going on was to point out some of the more serious problems we have been experiencing, especially with our current PMC.

All four of us were elected.

Congratulations! Now the real work begins. One person's tips (this applies to everyone new to the board):

First, get a lay of the land - you need to see what's been happening to this point and the current issues that need to be addressed sooner rather than later. It's not about changing everything all at once - you may eventually do that, but until you get an understanding of what's been going on and why, you might risk throwing out something that's essential. You may already know some of it, but you haven't been on the board until now, so you may be hearing some things that will really surprise you.

Of course, all of this starts with reading your documents, but get comfy - you have A LOT of bedtime reading ahead of you - hopefully, you've been reviewing this stuff all along. I recommend:

* the last two-three years of board meeting minutes

* income/expense statements for the last two-five years (you can save a little time by looking at the year-end reports). Note what line items have gone up the most over time and find out why. You may need to renegotiate some contracts, send out RFPs (request for proposals) for others, and take a hard look at what projects are essential.

* The most recent reserve study. If it's older than five years, getting an updated study next year should be a priority. Meanwhile, check the association budget and income/expense reports to see how close the association has followed the funding recommendations.

* The property management company contract. I've said before you need to read it to see exactly what they're supposed to do instead of always blaming them for something that's really the board's responsibility. If there are certain things you want them to do and it's not in the contract, you'll have to pay for them.

If there are things they're supposed to do, but aren't doing them very well, it would be helpful to have a conversation with them. Conversations are a two-way street, so I dare you to ask the manager if there are concerns he/she has had with your board that hasn't really been addressed - and then all of you should shut up and LISTEN. Some of what you hear may not be pretty or you may disagree, but just because you don't like what you're hearing doesn't mean it isn't true. Establishing a good relationship can only occur if both sides are willing to be professional, but candid. Eventually, it may be necessary to consider a performance improvement plan to give them a chance to straighten up or risk losing the contract.

While you're doing all this, the board should send out a survey to homeowners asking them what they think of community issues. That can address everything from board operations to the management company and back to the quality of services provided by vendors. You might want to start with the board itself - do people know who's on it? Do you need an email where people can send questions and concerns (it should be accessible to all board members) Do people know when meetings are and what will be discussed? Is there a resident forum during meetings? You can Google board survey questions and come up with your own.

I've always talked about CAI's educational resources, so go to their website and see what's out there. Some of it is geared towards first-time board members and if some of you are brand new to HOA board membership, getting things like the Board Director's Toolkit can help you understand your documents. You can also check if CAI has a local chapter in your area - it may offer seminars you can attend. That's also a great way to meet board members from other communities who've had the same issues - talk to them and see what you can adapt to your community.

Be patient with yourself and each other, but don't make promises you can't keep. If you want to do the job well, you have to learn what you don't know - and you might not know what that is yet.

Show up to meetings on time and ready to discuss the issues (you'd be surprised how many don't). Read the agenda and the management reports before you show up and have your questions prepared. If you can't make the meeting or will arrive late, tell someone - that's how you respect everyone's time.

Be transparent with the people who elected you. Nothing the board does should ever be a surprise to your neighbors. They may not agree with everything you do, but should be able to go to any board member and get accurate information on what the board is doing. Make sure minutes and income/expense reports are made available - you can't make the homeowners read them, but they shouldn't have to jump through dozens of hoops to get them. This is why you read your documents - hopefully, they indicate what documents the homeowners are entitled to.

Don't be afraid to be the adult in the room. That's why the board exists - it has to manage the association's resources in a way that benefits the entire community. Not just you, your board colleagues or a select group of residents. That's not always easy when you have this many homes (or sometimes a handful), but board members have to be able to make hard decisions

I'll close with a link to an article on the Socratic questioning method - this can help all of you think through problems so you can evaluate your options and identify steps you need to take. And remember, you can come back to this website often and read old conversations on how others addressed issues, as well as post your questions. Good luck!

https://eblingroup.com/blog/how-to-lead-with-socratic-questions/