Quorom of the Board?

If you have a voluntary HOA with a BoD that should consist of nine (9) members. But due to resignations and the inability to nominate and appoint, the BoD are only four members (we had five, but one BoD member, just days ago, resigned after our annual meeting notice went out), we have been operating within Charter guidelines as an executive committee (with three BoD being the E.C.)appointed by resolution by the BoD since April of this year. Very difficult .

Can the Annual meeting be called to order with three of those (four members)current BoD present? The annual member meeting scheduled is to elect three of the nine terms available.

The remaining openings we hope, should be nominated and appointed, by the BoD after our Annual Meeting, which has already been noticed to our voluntary membership.

Any input would be appreciated.

Robert,

Why not just apply some common sense to the situation? I would hold the meeting and make an announcement at the beginning stating there have been some resignations thus making it impossible to attain a quorum. However, in the best interests of the community the remaining board members felt we should hold the meeting anyhow since the purpose is to elect board members. I mean, who could really object?????

I am confused.

Are you talking about the ANNUAL MEETING of the MEMBERS?

Why are you worried about the BOARD members at the Annual Meeting of the Members?

The number of board members attending is not imperative to holding the meeting. - it is the number of Members!

The quorum is based on the number of Members attending (in person or by proxy, if your documents allow) At the Annual Neeting, the board members are Members of the HOA.

MaryA,
Oh, that darn Susan is always right about one thing or another.Her Momma must have said to her when she was little, "Now Susan honey, when you get big enough to go out in this world, I want you to remmember to always be right." Now she can't just go off and not pay atterntion to her Momma, can she?.

And of course she is, but I still think it would work better to have as many Board Members seated as possible. Builds confidence and shows participation. I know also, there are lots of associations with strange renderings of their documents and just go on for years doing the same wrong things. It will be interesting to see if we get a reply.

The "quorum" necessary for the Annual Meeting has nothing to do with how many board members attend.

This quorum is based on how many MEMBERS of the HOA attend.

Robert - you said: "We have some elected BoD from the Annual that say thanks but no thanks to being elected to the BoD."

Yikes, how did that happen?

No Nominating Committee (which would have found able and willing candidates)?

In any case, their refusal to serve is troublesome. Weren't they there at the meeting?

This "decline" makes the election incomplete. Roberts Rules says the election can be held the next meeting, without notice.

Fill those positions, in any case. See if your documents cover this.

To all:

The BoD ballot only had one candidate named of the three to be elected at each Annual Meeting of the Members, according to our Charter. The remaining two terms to be elected were write in's. No one else even asked to be on the ballot, our HOA has no nominating committee. No one was willing of the BoD's like minded members, wanted to be, or cared to be, seen openly supporting our BoD because of how vicious the attacks are towards the BoD members by the opposition in our community.

This happened because the HOA is involved in a dispute that has escalated to the county courts (non members trying to control member governence, long story!)We are a totally voluntary member HOA, you meet deed requirements and pay HOA dues, you can be an active member.

So our Annual Meeting was disruptive and decorum was difficult to maintain. Hours before the scheduled meeting non-members called the homeowner who hosted it, with threats of retribution for their actions and involvement. A very hostile enviroment!

I have always hoped for an end to this unrest, but my family has been dealing with the continued attacks for over two years. The commitment and belief that this will eventually come to a conclusion is the only reason that I have stayed the course. We (BoD) continue to follow the Charter Documents, but we are attacked for our dilligence. The non-members want the BoD to turn a blind eye to the direction and guidance of the Charter.

The current BoD has been tested at every turn and action, the misguided and misinformed continue to control attitudes of those who don't bother to READ the printed words of our doc's. We have a Charter that has seemed to be approved and adopted by the members without actually being read!

When you explain what is written on the printed page, you hear "that's not what was intended, you are interpreting the words."

We (BoD) only have the written words on the page, and if changes are needed, we have said follow the Charter and have them changed. No one seems to want to follow proper procedure and lotowners rejected paying dues to the recognized Treasurer and tried a hostile takeover earlier this year.

Short story: Acting in the form of a "coup" (some disgruntled lotowners)proceeded to notice a meeting and have an election and form a new board with formation of an interim committe to hold an election and take over the governence of the HOA. We (BoD) are in court due to all this.

All this in a small just over 100+ volunteer member HOA

Robert - Good luck - be sure you have a real estate lawyer or a parliamentarian on your side, too.

The ideas and input of all here, has been extremely supportive an helpful. I need to clear up a questions from what I have read. The HOA has the ability to be a 100+ volunteer member organization. We only have 44 volunteer members, the others are either supporting the dissident group or are not paying to stay out of taking sides.

We (BoD) are continuely tested with misinformation by the opposition nonmembers. This Annual Meeting the BoD explained that we have told our attorney to get a dismissal without prejudice and no stipulations from the other group. The idea was to resolve this in the realm of the membership (remember you must be a member to effect or affect our HOA). We (BoD) would wait for them to join our HOA and take part in what they say they are part of!?!

The dissidents have been saying our BoD can settle by dropping the court case, not so. Both sides have to agree to the dismissal without prejudice. We want NO stipulations so that the members can be the participants these folks claim the current BoD does not allow.

Yes, we have to battle to tell the truth, seems so idiotic. These folks have lied or twisted the information and given misinformation so much, members and non members, question every thing you say as a BoD of our HOA.

You can't talk if you can't be believed, so everyone is losing and the attorney's win!

I do not feel anyone hijacked ay discussion. We all gain from hearing advice and wisdom!

Susan of Michigan.

Thank you, and I agree, as do others on the BoD, about mandatory requirements of our Charter. Yes we have a common area of a park/beach/boat ramp, a front entrance island (with signage) and a cul de sac island in the back of our sub-division. All to be maintained.

Voluntary membership...where the disgruntled hold their dues and abuse the privilege of our common properties and thumb their nose at the BoD, it is very difficult to contain the upset and rage you feel while you take your personal equipment to go out and cut and trim the commons areas because the funds to hire contractors is gone and you have to keep the commitment to being a BoD.

Yes, some will say this is the doing of the BoD, I beg to differ. The BoD were required to uphold the Charter. We have the responsibility with all the blame and of course, no credit for following the direction every other member is to follow!

But...non-members (those withholding dues)are testing the resolve and patience of a voluntary member BoD that has begun to fold, but not cave. As I have said before, it is the belief we can not walk away and give in, without losing all that we believe in for our Association. The road to the end of this turmoil, cotinues to be in the distance, whether we (BoD)have to fund the HOA with our continued sweat and our own personal funds remains to be seen.

I believe we are doing the good for all, bt I am only one opinion and lotowner. Others believe the same but fear the retribution that comes with the verbal attacks and outright slander.

We have had 70+ year BoD members accosted with verbal accusations from younger lotowners who say they are "entitled" to access and rights to do as they want, not as the Charter states.

To All I want to answer some questions/comments I noticed as I reread posts.

The Association is filed with the State as a not for profit (non-Profit form), the Charter that is beng tested, was created in 1998 and ammended in some following years. Some of the same lotowners whom had a part in creating the Charter, are in the group of dissidents that tried to form a new board with a creation of an interim committee and noticing a meeting to remove the BoD that were governing.

This all started with the belief that they were right and the BoD that was, and now is, in governence was not doing what THEY wanted. One former BoD member, (not me) said, "they created the rules and never thought they would have to follow them or not be in power to control or ignore/change them to suit their wants and needs."

With all I have seen and heard, since being a volunteer (worker), and now BoD member I understand. Some of the rules were being abused and jeapordizing all member lotowners, if an accident/injury/death occured om our common area property, we could all have been held liable and our insurer could/would have been able to say we violated our Charter Doc's and did not use prudent actions to stop a continued violation (non resident/non_members use of Association boat ramp) that the BoD was aware of (because some of the old BoD were NOT following directions of Charter).

Once the BoD realized the Charter was being ignored and abused, it took action to stop these abuses and THAT started the rift we are living in now! Some BoD resigned (freinds and members who said they did not want to be part of the fight they knew would come, threats are a common action by these former BoD and peers).

Go figure, those that create the rules and have them approved and adopted, chose to ignore the rules to their personal relationships and benefit, but to the jeapordy of all others who live here.

There seems to be no logic to the reasons that others believe the lies these dissidents spread, just our (BoD) resolve to protect and follow the Charter these others created for all.