Annual meeting - no quorom- board elections

Started by AnnS12 • 10 replies • 164 views

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AnnS12 (Wisconsin)
Posts: 67

Posted:

We are a 56 unit self managed condominium HOA in Wisconsin
We recently held our annual meeting and failed to achieve a quorum. By laws say 50%.
By laws also state that new meeting may be held not less than 48 hours from original meeting.
Currently Board members will stay on. There was zero chance the board make up was going to change anyway. Probably 30-40% of our owners are over 80, many in their 90’s. Another 40% in 60’s or 70’s. Any younger owners refuse to get involved. We are going to be in real trouble in a few years.
Nowhere does it state that we have to convene another annual meeting. Our bylaws give the board final approval for the next years budget . President does not want to call another meeting for this year. He wants to just wait until 2026 and hold the next meeting at required date.
My question is what happens to our elections.
We have a 5 member board
2- 2 year terms elected biannually
1- 1 year terms elected annually.
We don’t want to have all 5 positions up for election at the same year (2026) unless we have to.
Do the board members with 2 yr terms that were up for election this year and agreed to stay on
Serve for another 2 years or do we need to have everyone run again next year with these 2 positions being elected for the remaining 1 year of 2= year term.
I can’t find anything in Wisconsin non-profit corporation law that addresses anything like this.

ElleN (Idaho)
Posts: 1,334

Posted:

Good question.

First, did you notice that the Wisconsin Condo Act says that the bylaws must require at least one third of the directors to have terms that expire annually? See https://docs.legis.wisconsin.gov/statutes/statutes/703.pdf, searching the latter for "terms". Assuming the Condo Act applies to your association, this means at least two of the five board seats have to have one year terms.

Second, the nonstock corporation act says that in the absence of direction from the bylaws or Articles of Incorporation, directors serve one year. See https://docs.legis.wisconsin.gov/statutes/statutes/181.pdf, under "Terms of Directors Generally".

I think this supports running another election next year such that all five seats may be filled by a vote of owners, with the terms as follows:

Biannual seats = declare that two of these seats will be for one year (pursuant to the nonstock corporation act, and two will be for two years, so as to preserve staggering.

Subsequently the board needs to give attention to the fact that state law requires that at least //two// seats have one year terms (unless for some reason the Wi Condo Act does not apply to your association).

AnnS12 (Wisconsin)
Posts: 67

Posted:

Thank you for taking the time to answer my questions. We will adjust our elections in the future to have 3 2 year terms and 2 1 year terms.

We do not plan on scehduling another meeting until next year. At that time we will have all 5 board positions up for election- not that anyone else will run

So next year we would have elections for

2- annual positions

2 -biannual positions

1- 1 year term to complete the other biannual position.

We are also going to look into reducing our quorom requirement from 50% to 20%. Would require amending bylaws but may be achievable by mail ballots.

ElleN (Idaho)
Posts: 1,334

Posted:

Quote:

Posted By AnnS12 on 09/26/2025 9:59 AM

We do not plan on scehduling another meeting until next year. At that time we will have all 5 board positions up for election- not that anyone else will run

So next year we would have elections for

2- annual positions

2 -biannual positions

1- 1 year term to complete the other biannual position.

Yes, this is what I advise. Remember that now and then these situations arise where the bylaws and state law do not offer much guidance. In such situations, try to be "fair and reasonable," as my favorite condo attorney (also a co-author of the state's condo statute) put it.

Quote:

Posted By AnnS12 on 09/26/2025 9:59 AM
We are also going to look into reducing our quorom requirement from 50% to 20%.

Consider removing the quorum requirement all together. See the section titled "Eliminating Quorum" at https://www.davis-stirling.com/HOME/M/Member-Quorum, near the bottom.

AnnS12 (Wisconsin)
Posts: 67

Posted:

Wisconsin law does not allow us to eliminate the quorom. Lowest we can go is 10%

ElleN (Idaho)
Posts: 1,334

Posted:

Quote:

Posted By AnnS12 on 10/16/2025 9:27 AM
Wisconsin law does not allow us to eliminate the quorom. Lowest we can go is 10%

Just saying here.

Is this the statute section you mean

181.0722 Quorum requirements. (1) IN GENERAL. Unless this chapter, the articles of incorporation, or bylaws provide for a higher or lower quorum, 10 percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. ?

If so, I do not read this statute section as you do.

DeanJ
Posts: 1,786

Posted:

What happens if you only fill 3 positions v the 5 stipulated in the declaration?

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By DeanJ on 10/16/2025 12:57 PM
What happens if you only fill 3 positions v the 5 stipulated in the declaration?

The other 2 directors would continue to serve unless they resign.

OR

The Board appoints willing individuals to the vacant seats.

DeanJ
Posts: 1,786

Posted:

Quote:

Posted By TimB4 on 10/17/2025 4:44 AM

Posted By DeanJ on 10/16/2025 12:57 PM
What happens if you only fill 3 positions v the 5 stipulated in the declaration?

The other 2 directors would continue to serve unless they resign.

OR

The Board appoints willing individuals to the vacant seats.

You missed understood the question, What happens if 2 seats simply go unfilled?

Whoever established a 50% quorum and a 5 member board for a 55 member HOA was nuts.

TimB4 (Tennessee)
Posts: 21,059

Posted:

2 seats being unfilled would not be a problem as a quorum would be 3 and there are three directors.

A problem comes when there are no volunteers and there isn't a quorum.
This happened in my last Association (self managed) for a brief time.
Prior to it occurring (we knew people were going to resign), we authorized the remaining board members to:

Pay all normal bills
To renew the insurance policy
To renew the trash/recycling contract
To renew the landscape/snow removal contract

DeanJ
Posts: 1,786

Posted:

Quote:

Posted By TimB4 on 10/18/2025 5:06 AM
2 seats being unfilled would not be a problem as a quorum would be 3 and there are three directors.

A problem comes when there are no volunteers and there isn't a quorum.
This happened in my last Association (self managed) for a brief time.
Prior to it occurring (we knew people were going to resign), we authorized the remaining board members to:

Pay all normal bills
To renew the insurance policy
To renew the trash/recycling contract
To renew the landscape/snow removal contract

In Ohio if there are no “volunteers”, the HOA goes into receivership and the court appoints a very well compensated administrator to carry out those duties.

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