hoa Board quorum

I have 2 Florida HOA. questions. Our Declaration (C&Rs) state "at the annual meeting of the directors, the directors will adopt a budget, determine the rate of assessments and as soon as is practicable after the annual meeting of the Association bills will be sent to lot owners.The board did not adopt the annual budget at the annual me4eting on 1/27/2025 because they said they adopted and approved the 2025 annual budget at a duly noticed meeting per our bylaws to adopt and approve the budget at a 11/4/2024 members meeting, attended by 2 members. Only 2 members went to that meeting because in the previous 30+ years it was always adopted at the annual meeting per our Declaration. After being requested by a member of the association attending the annual meeting to adopt the annualbudget at this meeting as required by our DECLARATION they declined to do so STATING THE BUDGET WAS ADOPTED AND APPROVED AT THE 11/4/2024 MEETING PER OUR bylaws. Our Bylaws state that if there is a conflict between any of our documents the provisions of the Declaration shall prevail over the provisions of our Bylaws. Do we have an enfoceable annual budget for 2025?

Question 2 We must have a min. of 3 and a max. of 5 directors per our docs. We have always had a 5 member board and started the 2024 year with 5 members but to a resignation that was not filled we operated with 4 directors for the latter part of the year. Then a director turned in his notice that they were resigning Dec.31,2024 leaving 3 active directors out of 5. At the annual meeting on 1/27/2025 one of the members did not attend leaving only 2 directors to conduct the annual meeting. Would 2 directors constitute a board quorum to coduct a meeting or would 3(of 5) be required to conduct the annual meeting? Any comments or suggestions would be greatly appreciated.Thank you and a great 2025 to all.

Related to the board quorum and the annual meeting:

At meetings of the membership, the board members are acting as homeowners, not as board members. So the number of board members present is irrelevant as far as quorum goes. Instead you need to have a quorum of the membership or voting interests, however your governing docs define this.

As far as board quorums go, it might be a good idea to start a second thread as ElleN suggests. Long story short, a quorum will be a majority of the full board, however your bylaws define "full board".

What do your Bylaws say about the Annual Meeting of Members (Owners)?

I guess an HOA's governing documents COULD specify annual meeting of directors for the purpose of crafting and approving a budget for the next year. I have never seen such a meeting in over 10 years at this site.

But Ralph, this sentence, which you say is from your CC&Rs, doesn't make sense: questions. "at the annual meeting of the directors, the directors will adopt a budget, determine the rate of assessments and as soon as is practicable after the annual meeting of the ASSOCIATION[,] bills will be sent to lot owners."

I think you did not cite it exactly. The problem is this partial sentence makes it sound as if an annual meeting of "directors" and an annual meeting of "the Association" (Owners; membership; members) are the same meeting. But they are not.

Please double check to cite the exact words from this CC&Rs Aritlcle. And the please cite the exact words about Members meetings and Board meetings form your Bylaws, which you have not done.

In practice many HOAs use the calendar year as their fiscal year. This means that the new budget must be approved before January 1. So budget approval has to happen before the annual meeting, even if the annual meeting occurs in January.

Also, assessments are based on the budget. If the membership has to start paying a higher amount come January, you can't wait until the annual meeting to tell people about it.

As Dean alluded to, budget preparation is time consuming. For us, the work happens off and on in October and early November when we get bids on contracts for the coming year, with final approval in November. This gives us time to prepare coupon books and other information - the information goes to the community in early December. Our annual meeting doesn't happen until March: well into the new year and after we've had to pay for snow removal (often a significant expense for those of us in the Great Frozen North).

RalphB5, I would need to see both the CCRs and Bylaws to say anything substantively helpful here. I suggest creating a new email address and posting the address here. If you do, then I will email you and ask for the CCRs and bylaws.

Create an email address that you can easily delete down the road. This site does have a few harassers.

Remember that if you went to an attorney to get these questions answered, the first thing the attorney would say is to give her all the governing documents. The attorney would study the Declaration, bylaws and amendments of the latter and get back to you with an opinion.

Folks here at hoatalk are so hamstrung without having the governing documents in front of them.

SheliaH, Thank you for your request. Our Delaration says "annual meeting of directors" and has since drawn up in 1989. (please see my response to Ellen for more detailed info).I was not available to attend The Nov. 4th meetingas I was out of town.The NOV. 4TH was not a board meeting(the directors monthly board meeting was held after adjournment of the budget meeting) but a 'budget Aprroval Meeting per the notice. ITt states"The order of business for the regular meeting of the Board of Administration shall be as follows.
1. Call to order and proof of notice. 2. New Business. Under new busness (a) Consideration and Approval of 2025 Budget. 3.member/Residentsa Comments 4. Adjourment Not sure what Board of Administration is As never appeared before in the 30+ years of our development. Also stated " additiona changes to this budget may take place between now and the formal approval by the board. Whenever and how that is done, Our fisical yer Jan thru Dec. Our documents do not require homeowner approval now. It used to but a new board had our Bylaws completely rewritten and approved by the membership in 2022. The membership approval of annual budget was not included in the rewrite in 2022, the provision in our Bylaws that stated the Board would draft an annual budget and at the annual meeting of the directors the board would adopt the annual budget and the membership. would vote on it was deleted.. This was not noticed by any member til the Vote to Approve budget was not on the agenda for the 2024 annual meeting. It had always been included in the agenda and was also inluded in the 2022 and 2023 agenda. Ilooked back on the agendas of annual director meetings to 2015 (the latest I had on my computer) and they all included "vote to approve budget. When it came time to approve the 2024 budget and membership and was not on the agenda, the board said it was already approved, then you know what hit the fan and after some contentuous back and forth, the board backed down and ageed to a vote(it passed ) and they stated as far as the membership not voting to approve the buget, if that is something that the membershipwishes to change back in the future you may. Membership tried to do that in 2025 by an admendment but that turned out to be a nightmare and an will have to be done in 2025 for the 2026 budget. 33% of members constitute 42 members. (124 members) Unfornunately we alawys have to use proxies cause we never have more than 30+ voting members at our annual meeting. We have never had less than 3 (out of 5) on our board of directors. The reason we did not have our normal 4 on Jan.1 2025 as the 4th one resigned Jan.1,2025 I have chosen not to run for the board because the monthly meeting of the directors is always the last Mon.of the month and that is in conflict with an organization that is dear to my heart andI am deeply involved in because of an unfortunane circumstance in my life.

Dean, tnx for the response, Our Declaration does not require the board to prepare the annual budget in front of members in attendance at the annual meeting. Our Declaration states that the board adopts the annual budget at the annual meeting of the directors. We have a max # of 5 directors and a min of 3 so 3 is our quorum for board meetings.

As others noted, "annual meeting of the directors" makes no sense. Directors have to meet more frequently than that unless your HOA is *very* unusual. So I assume this was a typo.

Does your Declaration or bylaws call for a fiscal year that's different from the calendar year? That's the only reason I can think of where announcing the budget at the annual meeting makes sense, even if your annual meeting is in January. Homeowners should have more notice of increased assessments.

Another note: If your quorum for board meetings is always 3, then this tells me that a board made of up 3 directors really isn't valid, since a quorum for a 3-person board is 2.

If I were on your board, I'd be lobbying the rest of the board for a re-write of your governing documents. As they are now, they're ambiguous, confusing, or even inaccurate in some places. This can make things unnecessarily difficult for your community, and this stuff is difficult enough when the governing docs are well written. You don't want the board to get into the habit of saying "well, that makes no sense" and doing what they think it ought to say.

The first post states the number of directors is three to five.