No Quorum

Started by PatR • 24 replies • 3309 views

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PatR (Florida)
Posts: 139

Posted:

So we had our meeting last night. We did eveything possible, including having the annual meeting in the clubhouse (it's usually off-site). No Quorum....

So what now? Do we have to, by law do a re-vote, or does the BOD stay the same until next year?

It's quite frustrating to those who came to vote, and those who may want off the BOD, but feel the need to stay on.

Thanks

Pat (Florida)

BrianB (California)
Posts: 2,820

Posted:

it depends on your by laws. Ours (MFHOA) stated that the seated board remains until a new board is elected. If you cnn't elect a new board, then old board remains ad infinitum. You need to see what your rules say.

MaryA1 (Arizona)
Posts: 7,043

Posted:

A few years b/4 I moved to this community the CCRs were changed to require mail-in ballots for the simple reason that a quorum was very hard, if not impossible,to attain for each annual meeting. Since mail-in ballots court toward the quorum we have no further problems. Perhaps your assn might want to check out this procedure. A few years ago, AZ enacted a law requiring mail-in ballots. Of course this does away with nominations from the floor, but that's a moot point if you cannot obtain a quorum, right?

BrianB (California)
Posts: 2,820

Posted:

That Az law was the killer for our HOA... In order to have a mail in ballot, we had to have a complete ballot, one that listed the nominees for the board. Without being able to get nominees from the floor, we were unable to get any, and thus, could never print a ballot, which meant we could never have an election. Without being able to have an election, we could never even get nominees from the floor.

Nasty circle when the owners are so apathetic, they won't even consent to be nominated and placed on a ballot.

RobertG (Arizona)
Posts: 505

Posted:

Quote:

Posted By MaryA1 on 04/03/2008 4:48 AM
A few years b/4 I moved to this community the CCRs were changed to require mail-in ballots for the simple reason that a quorum was very hard, if not impossible,to attain for each annual meeting. Since mail-in ballots court toward the quorum we have no further problems. Perhaps your assn might want to check out this procedure. A few years ago, AZ enacted a law requiring mail-in ballots. Of course this does away with nominations from the floor, but that's a moot point if you cannot obtain a quorum, right?

MaryA1, I believe you are mistaken in your statement that "enacted a law requiring mail-in ballots". That is not correct. The law did not require mail-in ballots, it only states how you use them IF you choose to use mail-in ballots. There is nothing in the law that precludes you from still having motions/actions from the floor at an annual meeting.

Also, note, you could have a mail-in ballot for the board election only. Then you will get (hopefully) your quorum by the fact that you have enough mail-in and people attending. At that point, (depending on your rules) quorum may exist for the rest of the meeting and any actions can be taken from the floor.

I agree with the no nominations from the floor, as you might have noticed in another topic I posted a few weeks ago.

RobertG (Arizona)
Posts: 505

Posted:

Quote:

Posted By BrianB on 04/03/2008 7:12 AM
That Az law was the killer for our HOA... In order to have a mail in ballot, we had to have a complete ballot, one that listed the nominees for the board. Without being able to get nominees from the floor, we were unable to get any, and thus, could never print a ballot, which meant we could never have an election. Without being able to have an election, we could never even get nominees from the floor.

Nasty circle when the owners are so apathetic, they won't even consent to be nominated and placed on a ballot.

Are you saying you couldn't get even 1 person to be on the ballot?

SharonM3 (Virginia)
Posts: 23

Posted:

Pat, check your bylaws regarding filling vacancies outside of the AM for a workaround to release a board member from feeling s/he has to continue to serve. Ours, for example, allow somebody ("A") to resign (etc.) and the remaining board members can fill the position ("B") until the next AM, at which time the remainder of A's term is filled at the election. B can run for the board at that AM if s/he would like to.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

To all,
It is just incredible how complex these HOA's and condo's can become.
A month or so before our annual meeting the Board sends out ballots with names on it and a space for a write in. That ballot is sealed inside an envelope havining your name label on it and mailed back to office prior to annual meeting. At the same time the Board sends a notice about proxies and suggests those that can't attend assign their proxy to one of the named Board members. The Boards explanation on this proxy is to assign the vote for any business that may come before the Board at the annual meeting. I question the process of assigning proxies with the Boards names on the proxies. I was informed that the proxies were only used to count quorum and they were never voted for Board candidates. I asked about the statement that says the proxy can be used for any business before the annual meeting. They responded, " that's right, even though it says any business it means any business beside voting for elections. Now if the Proxy is used to count quorum, the proxy has to be opened before the meeting begins in order to establish Quorum, which is not using the proxy legally because the meeting has not been called until a quorum is made.

Question: An owner attending the meeting is counted, for proxy, the assigned proxy is counted for quorum, is it legal to count absentee votes for proxy? Of course, absentee votes must be kept secret, they are not opened until the meeting starts and then they are verified and counted for candidate voting. Hope you can see my point and it's possibly I should just forget it.

RobertG (Arizona)
Posts: 505

Posted:

RobertR1 - Just move to Arizona, the AZ laws outlawed proxies a few years ago just to eliminate these, and many other issues.

MicheleD (Kentucky)
Posts: 4,491

Posted:

I was checking our By-laws regarding this topic and ran across the following:

"SECTION 7. Quorum. Fifty-one percent (51%) of the lot owners of the Residents Association entitled to vote, represented either in person or by proxy, shall constitute a quorum at a meeting of members. If a quorum is not present or represented, the meeting may be adjourned from time to time with a second notice given pursuant to these Bylaws. If a quorum is not present or represented at such adjourned meeting, any business as originally noticed may be transacted by those members present or represented at such adjourned meeting."

BrianB (California)
Posts: 2,820

Posted:

robertg

yes, i am saying that. No one would consent to be nominated. I was elected to the board in 2000, along with another owner. One board member remained from the previous board (2 year terms). in 2001, we couldn't get a nomination for another board member, so he agreed to stay on. we never even managed to get a quorum at the meeting that year, but had a couple proxies, if i recall, to elect him. from that point on, until i moved out of the HOA, we never managed to get another annual meeting held, because of the lack of quorum, then lack of people willing to be placed on a ballot (when proxies were taken away). (the exact sequence of events and dates are a bit fuzzy, tends to get that way in 7 years of service on a board).
I served from 2000 to 2007 as the board president. One board member was late one month with his dues, which automatically removes him from the board (gotta love those rules). The other board member stayed on, luckily, so when I left in March of 2007, he became president by unanimous proclamation (and sole survivorship). AFAIK, he is still the only board member in that HOA. And he still can't legally hold an election. And no one will consent to be nominated to the board.

Oh... and he is also the landscaper. Took over that job in 2006 when he retired from the police force. He was doing a better job on weekends cleaning up the retention areas than the landscape company i hired, so I fired them and gave him the job, and he agreed to do it for $100 a month less than they were charging. When i went back there this winter (for a visit), the landscape looked better than it had in 10 years! he had that place pristine.

I am sure having the board president getting paid to do the landscaping is all kinds of illegal, but I figure if no one in the HOA even bothers to complain, or even ask about it, then who cares? They certainly don't.

MaryA1 (Arizona)
Posts: 7,043

Posted:

Brian,

It's sad to say, but I'm sure there are many, many more assn's operating like yours than we'd all like to think about! People just don't want to get involved -- period. They are content to pay the assessments and let someone else do the work. Kudos to you for sticking it out for 7 years. I was glad when my 3-year term was up. I was treasurer in a self-managed 49 home planned community. I could very easily have run the assn single-handedly but was glad to have 2-4 other board members even though I did the majority of the work. It's a thankless job -- not that any of us look for thank-you's, but it is nice to feel appreciated.

SusanW1 (Michigan)
Posts: 5,202

Posted:

Pat, (sorry your post got hijacked. Tangent discussion often take us away from the original issue)

As soon as it was revealed that there was an inquorate meeting (not enough people to conduct business) the president should have postponed the meeting to another date.

Then at this next set date, go ahead and conduct your meeting - even if there are not enough people there to meet quorum. If anyone objects, tell them to take you to court. Any judge will rule the same (to hold the meeting, no matter what)

Your HOA must be able to conduct business and membership apathy can't stand in the way.

Try to find out why no one came. In my past experience, a vote on issue that "hit the pocketbook or the kids" is just about the only way to get people there. (that and free beer and pizza)

RobertR1 (South Carolina)
Posts: 5,164

Posted:

Susan,
In triplicate Susan!!!!!!Good advice. I personally think Boards can adjourn the meeting, and open it back up and have a meeting with those present. They also should lower the % needed for Quorum. Save everyone a lot of trouble. Some situations call for positive actions, this is one. It is more important to give legal notice of the meeting than it is to try and do something that bears no fruit.
Go forward with the meeting, don't go back and start again. Quorums are only important when the association is viable, no one showing up for a meeting does not demonstrate Viability.

RobertG (Arizona)
Posts: 505

Posted:

Quote:

Posted By RobertR1 on 04/05/2008 7:28 AM
Susan,
In triplicate Susan!!!!!!Good advice. I personally think Boards can adjourn the meeting, and open it back up and have a meeting with those present. They also should lower the % needed for Quorum. Save everyone a lot of trouble. Some situations call for positive actions, this is one. It is more important to give legal notice of the meeting than it is to try and do something that bears no fruit.
Go forward with the meeting, don't go back and start again. Quorums are only important when the association is viable, no one showing up for a meeting does not demonstrate Viability.

To both who have stated they can just have a meeting without quorum, I would suggest not to do that. All you need is to pass some motion about a vendor or homeowner who takes exception to the result and you will end up in court and loose. Just because homeowners don't care doesn't make it legal to have decisions made without quorum (assuming your docs require it to do business).

DonnaS (Tennessee)
Posts: 5,671

Posted:

Everyone,

I cannot see where meetings can be held without the required quorum numbers as being a legal meeting. In Florida, our meetings which require quorums are the annual meetings and membership meeting at which amendment changes are counted or voted upon. Monthly or quarterly Board meetings do not require a quorum.

The first 2 years after we had "turnover" from the Developer, we could not get a quorum for nothing. Our Articles stated that a "quorum is the majority of the membership in presence or by limited proxy. Maajority of our section was 99. Not in a hundred years could we get that number so we proposed an amendment change to 30% or 66 members present or by proxy. We had to postpone 2 Annual meetings because of no quorum and the sitting Boards got really angry because of having to remain on the Board.

It took 1 vote to change the requirement because we Board members and a couple of volunteers went door to door with the amendment and bent a few arms to get people to sign something as simple as a quorum requirement . It passed. Now when we have something important to handle at meetings, the 30% usually is there.

So I guess what I am thinking is that quorum requirements might be too high in some of these associations.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

RobertG,
You have a quorum if the by-laws allow you to adjourn the meeting, open it again and declare you now have a quorum (majority of those present)
There is very little business that is passed by the owners. Annual meetings are to present what has been decided on, for the most part, plus you have an election and you count the votes. Suppose you don't count the votes because you didn't have a meeting? What happens to the vote.
Suppose you have been served a legal notice to appear in court (board) to represent the owners and your meeting is on Sat and court is on Monday and your documents require owner approval to hire lawyer. Suppose you need to get money to circumvent a dangerous situation in one of your buildings? All this stuff except elections can be done by the Board. Also, the Board can take any act they deem prudent to protect the Real Property.

However, if you don't want to accept this if reasonable effort was made to conduct the association business, nothing we can say about that.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

Donna,
You are right on about Majority re3quirements.
In SC the Not for profit and non profit association require a vote of 10% for Quorum.

You are also right in a way about not having a quorum, up to a point. My point is that sometimes there can be situations that call for drastic actions, and if that drastic action is to hold a meeting without quorum and efforts have been made to call the owners to a meeting, I'm with Susan, have a meeting and hope they sue you, at least you will get to see who they are.

SusanW1 (Michigan)
Posts: 5,202

Posted:

I only suggested holding the 2nd meeting (in spite of non-quorum) IF there was chronic problem of not getting quorums at meetings.

Our bylaws say that even though a quorum is not present at the Annual Meeting, all business can be conducted, including elections. Majority is based on butts on the chairs. (This does NOT include the amendment to raise dues, however. However, we NEVER have a problem with getting people there when it's about the dues increase. Someone suggested that the agenda state there will be a huge dues increase. That ought to get folks there.)

DonnaS (Tennessee)
Posts: 5,671

Posted:

Susan,
We used this---" The Board is considering installing speed bumps along all of the open areas to control traffic"

Guess what, we had an overflow crowd and speed bumps was never even on the agenda. Once we had their attention, then we did have a quorum AND some other important business to deal with. When the President told them that we needed something to get their attention, and there were NO speed bumps going in, they were okay with what had happened.

RobertG (Arizona)
Posts: 505

Posted:

I have heard a number of people, even lawyers, talk about putting things like assessment increases on the agenda to get people to come and then never talk about that subject.

IMHO I find that a very bad idea. That is lying and being deceitful (is that the same thing?) If the board can lie about something like this, what else are they not truthful about? Boards should build trust with the homeowners, not distrust. Homeowners aren't stupid, they will figure this ploy out very quickly and the board might get away with it one time. This is a way to ruin a HOA, not improve it.

[off my soapbox]

RobertR1 (South Carolina)
Posts: 5,164

Posted:

To all,
No one is suggesting that any practice of harmful or illegal actions be taken by the Board. The statement was made tha "NO one would come to the meetings." Books have been written about the reasons for this, if it's true. But taken as a simple fact and considering there can be times that it is imperative to do the association business, I still say a value judgement could be called for. It has not benn suggested that the law be broken. You make value judgements every day of your life if you are a Board member and you will always act to displease someone. Nothing that is done for the right reason is bad. We even condone homicide.
This conversation is going nowhere.

EllenS1 (Florida)
Posts: 1,148

Posted:

Good for you Brian. Personally I think laws needs to be passed that if "you snooze you lose." Owners that neglect their responsibilities should have no recourse. If they do not vote or take part tough.

JanieF (South Carolina)
Posts: 9

Posted:

In the state of SC do you have to have a quorum to vote in the existing or new president? If the quorum is not met...can an election take place? At what time do you need to announce your candidacy? With all the proxy votes how do you get your name on the ballot?

CarolR11 (Colorado)
Posts: 2,563

Posted:

Hi Janie, since this thread is so old, I think you're better off starting a new thread with a title that fits your questions.

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