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ConchoP (Texas)
Posts: 208
Posted:
We are getting ready to send notices for our Annual Meeting but are not having elections (per our attorney, elections are not required at an annual meeting), leaving nothing for homeowners to vote on.

Our Bylaws allow for proxy and absentee "ballots." We rely heavily on absentee ballots for elections; am I correct to assume that since we are not having elections, all we can do is ask people to attend in person or by proxy?
KerryL1 (California)
Posts: 14,550
Posted:
Why should any owner attend at all? Are there other matters on the agenda?
ConchoP (Texas)
Posts: 208
Posted:
Yes, there are other items but not anything for homeowners to vote on. We have to have the annual meeting by the end of the year.
KerryL1 (California)
Posts: 14,550
Posted:
If there are no items for owners to vote on it is a board meeting not a meeting not the members. I suppose you could convene a meeting to the members --the annual meeting- and then vote to adjourn due to lack of business upon which should take acton.

Or, maybe covene the Board meeting and begin by stating that the Annual meetin got the members was cancelled due to lack of business for members's acton.

Maybe others havve ideas.
ElleN (Idaho)
Posts: 4,420
Posted:
TPC 209 requires that the HOA conduct an annual meeting of owners.

The president can always stand there and update the owners on xyz (appropriately listed on an agenda) and take questions on xyz.

I hope the HOA attorney got things right, regarding no voting at the annual meeting, especially for directors.
KerryL1 (California)
Posts: 14,550
Posted:
Meetings of the members are to conduct business. Otherwise a gathering of owners is simply a Town Hall. Unless board members have items to come up with "accomplishments," recognitions, "awards," perhaps, blah, blah, their (v for many irextors precious time) time is far better spend doing their job--to protect, maintain & enhance th common areas. . There is no reason the member meeting cannot be convened (called to order) and then adjourned due to lack of action items on the agenda.

But, it might be a good thing to simply have it as indeed a social gathering. I always feel that owners gettin got getter and fellow-shipping if you will, is heathy for HOAs. IMO, it depends on the nature of the HOA, how many will attend, and other factors.
ConchoP (Texas)
Posts: 208
Posted:
We have enough business to conduct, but business can not be conducted if we can't meet a quorum. I don't see many bring proxies and I'm not sure we can do absentee if there is nothing to vote on. I'm thinking all we can do is have a sign in sheet to count the quorum. Can the sign in sheet be saved for a reconvene meeting if they do not return in person? Can online attendees be counted in the quorum.
ConchoP (Texas)
Posts: 208
Posted:
We have enough business to conduct, but business can not be conducted if we can't meet a quorum. I don't see many bring proxies and I'm not sure we can do absentee if there is nothing to vote on. I'm thinking all we can do is have a sign in sheet to count the quorum. Can the sign in sheet be saved for a reconvene meeting if they do not return in person? Can online attendees be counted in the quorum.
KerryL1 (California)
Posts: 14,550
Posted:
Why do you need a quorum of owners if owners have nothing to vote on?
JohnC46 (South Carolina)
Posts: 14,265
Posted:
In our association no business at all can be conducted without a Quorum (20% for us).
ConchoP (Texas)
Posts: 208
Posted:
Attnory confirmed No, quorum of the board members. A quorum of members is necessary when the members need to vote on some action.
BillH10 (Texas)
Posts: 1,217
Posted:
Concho

The Bylaws of your association should contain an agenda for the annual meeting of the association.

Often it specifies items such as Report of Officers, Reports of Committees, etc.

Have your meeting. Also, are you aware you can ask for a proxy for the purpose of establishing a quorum only?
ConchoP (Texas)
Posts: 208
Posted:
Hi Bill,

Our lawyer said as long as there is nothing for homeowners to vote on, we do not have to meet the quorum for the annual meeting.
Some items will be voted on, but they are for the board, not homeowners.
BillH10 (Texas)
Posts: 1,217
Posted:
Concho

The Board should not be voting on anything during the Annual Meeting of the Association as an entity. In fact they should not even be involved except perhaps the President chairs the meeting and the board members attend as owners.

The President may call the meeting to order and "run" the agenda. A motion to adjourn should come from the floor and be approved by those in attendance. May I suggest you and the board research the difference between a meeting of the Board and the Annual Meeting of the Association.
KerryL1 (California)
Posts: 14,550
Posted:
What BillH wrote, Concho, is what I tried to note way above. As BillH observes: if only the board may vote on agenda items, this is NOT a meeting of the members, but a meeting of the Board. If members (owners) have nothing to vote on, there is ZERO need for a quorum.

I haven't seen bylaws that list what should go on an annual meeting of the members (aka Association; owners) agenda, but perhaps it's typical in Texas.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Typically most Docs call for a Annual Homeowners Meeting thus one must be held. There is always some type of business to be done even if it is accepting the Last Annual Homeowners Meeting Minutes. Also, though not mandatory, it is a great time to have a Q&A Session.
ConchoP (Texas)
Posts: 208
Posted:
Thank you all for the insight; I have corrected our agenda to reflect the proper meeting topics. we have just never had an annual meeting without elections.
KerryL1 (California)
Posts: 14,550
Posted:
JohnC makes a good point. Even if there are no other agenda items, this "Annual Meeting of the Members " certainly would approve the minutes of the last annual meeting. And then adjourn unless it IS a good time in Concho's specific HOA to have some kind of open forum with questions, etc.

Since no owners usually attend JohnC's HOA's board meetings, there is no posted notice and apparently owners rarely ask when it is and at whose home, an Annual Meeting gabfest makes sense in that type of HOA.

BUT, in Texas and in many states owners have the frequent opportunity to ask questions during noticed, posted regular board meetings, which in many HOAs are held monthly. At such meetings, committee give reports, officers give reports. And, in fact, Concho's Board IS having a board meeting that same day. Owners can ask questions during the open forum.

Say, Concho, how many home ar in your HOA? How many owners would you expect to attend this Annual meeting" if there's no election?

From what you've written, Concho, there will be two agendas: One for some sort of Annual meeting, no matter how brief. And an agenda for the Board meeting THAT agenda must list the v various topics the BOARD will vote on. You do know the there must be a quorum of the Board to vote on any agenda item, right?

Does your HOA have a property manager?
ConchoP (Texas)
Posts: 208
Posted:
We do not have a property manager, but we hired a part-time bookkeeper. We have about 650 homes and another 200 coming. Our CCR are poorly written and even tho the developer doesn't have much to-do with us we are legally under developer control because the CCRs have no provision stating the end of developer control. Which is the least of our problems. Lawyer helped with getting our non-profit status and Bylaws and we are working on changing the CCRs.

We are having two meetings one open meeting, where the board is the qorum and we will vote in our bylaws and other items on the agenda. We will adjourn and call to order the Annual Meeting. This agenda now has acceptance of last year's annual meeting minutes, end of year income and expenses, developer report, annual road maintenance report. We are not having elections as the bylaws we are voting in allows the current board to stay in until third quarter of 2024.

It's not the perfect way, it's legal and gets us a "reset".
KerryL1 (California)
Posts: 14,550
Posted:
Concho, this does not make sense.: "We are having two meetings one open meeting, where the board is the qorum..." A quorum of the Board means the number of directors who must be present in order for the Board to conduct any business, i.e., vote. Usually a quorum is a majority of the Board. How many are supposed to be on your Board? How many of them are the developer's "people?"

Also, what you're calling an "open meeting" is an open board meeting. The other meeting is probably called something like a meeting of the members or a meeting of the association or an Annual Meeting of the Members.

I've been following this site for several years now and don't think I've ever seen an HOA of your size--650 complete homes-- that does not have a property manager. Yikes!

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