Annual Meetings/Elections - problem

Check your bylaws under "Terms". Many times it says something like, "terms are for X years OR UNTIL A REPLACEMENT IS ELECTED."

If so, yes, they are the board until replacments are elected.

If the president notes that the required quorum has not been reached for the Annual Meeting, there is a motion to adjourn the meeting to another time. Be sure it is within the next quarter of the year.

P.S. Why aren't proxies used to help establish the quorum? Or why don't you use Written Ballots for elections?

Susanna,
So you told me that there are no bylaws on meetings and the Articles of Inc do not address any voting nor a quorum requirements, therefore this is basically a free for all annual meeting . My suggestion to you is that your association might as well open up a copy of 720 and just follow it. The Board will remain intact until a quorum and legal meeting are held.

But you posted above that " As per Declarant's (developer) Bylaws board term is ONE year. " So you have this passage in bylaws that the declarant wrote but there are no other election requirements? Like quorum numbers or how to manage the elections? Very confusing as to why or where are these requirements.

Susanna,

Thanks for posting that from your bylaws. SO NOW I KNOW WHAT YOU ARE SO UNHAPPY ABOUT!!! That is a load of blah, blah, nothing. No matter what, your association needs a major overhaul as you have been saying. Good Luck, role up them thar sleeves and we'll see you in 10 years.

Donna, thanks for your thoughts. I'm curious, what exactly do you mean by "free for all"?? I just want to compare our interpretation.

SusanW, no it's not the first election after trasition from developer but may as well be. I just learn there has been 2 or 3 different developers since 1997.

Mary, you may be right about board members not having to call for a 2nd annual meeting and staying put if that's what they wanted. I've been thinking that perhaps that's the very reason why they did not bother to amend the bylaws.

Now, as far as only allowing voting at the meeting, that's what it looks like to me too, and yes, proxy voting is not just allowed but encouraged. Why do you say this would be a violation of bylaws??? Maybe I'm not following you.

Susanna,
My interpretation of a meeting "free for all" is that no one knows what they are doing or supposed to be doing. IMHO.

SusanW, I agree with you but many times it's easier said than done.
As Donna says, may as well have FL Statutes 720 readily available.
I'm still curious about Mary's comment. I guess if bylaws say "secret ballot" why mail a Nomination blank form to be returned to Secretary c/o property mgmt. co. ??

Also, "secret ballot" is a private, written ballot - as opposed to yeas and nays or the raising of the hand for count.

If the BALLOT is mailed out and is either returned by mail (in a double envelope) or brought to the meeting to be cast in person, then FLOOR nominations may NOT be allowed. You have to check your election procedures in the bylaws or state statutes to see the final nomination process.

Susanna,

I may be in error, however, I thought you had mentioned your bylaws stating proxy voting was allowed. If this is the case and the board does not send proxy forms to the members, then they are violating the bylaws. You did post "Article II Directors" which mentions "class A members or their proxys" which leads me to believe there may be a section pertaining to proxy votes. Check FL law for proxy requirements; if you docs are silent you should use the FL law requirements.

I said: If the BALLOT is mailed out and is either returned by mail (in a double envelope) or brought to the meeting to be cast in person, then FLOOR nominations may NOT be allowed

I want to clarify. If - according to your own bylaws - your HOA nomination procedure closes by a certain date, and the final ballot is printed and sent out to the Members, your bylaws MAY state that there can't be any nominatins from the floor. You can investigate that. Otherwise, floor nominations can be accepted at the meeting. Those who mail in their ballots early miss out on being able to vote for last minute nominees or any other tie-breaking votes that happen at the meeting.

Susanna,

You said: "Now, if a homeowner did appoint someone on their Proxy, and mailed back to PMC, and this Proxy fails to show up, then I guess that is a vote wasted."

If a member is appointing someone to be their proxy they would give the proxy form to that person, who would then take it to the meeting. I would say any proxy mailed to the PM has been designated to the board sec. Some assn's state proxy's can only be given to a board member. That is one reason why AZ passed a law several years ago prohibiting proxies. Because of the way the statute is written, nominations from the floor are also prohibited. Mail-in ballots are now used and can count toward the quorum.

Susan, Donna, Mary,
does it really make any difference that there are NO Minutes of prior annual meetings, which would reflect how these board members got to become Directors of the HOA ????

Susanna - I'd be whipping up the Members for a change in leadership. Forget about when and how these folks GOT onto the Board (they could have been appointed.)

It sounds like you want them off. You need to build your case that there are other more qualified people who WILL be ready by election time to assume the role.

Susanna, go down to your local copy shop and run off a bunch of copies of the proxy and take them around and get them signed naming you as proxy holder and vote in the BOD you want.

Since Florida allows meetings to be recorded, make sure you record this one so at least you will have some proof as to what goes on.

Glenn, where in OH are you ?? I still have a house in Cincinnati that can't sell. Way too cold for me up there.

Susanna, I live a couple of miles from "sunken Lunken" the airport on the east side of Cincinnati although I grew up and lived the majority of time in the Mt. Healthy/New Burlington area. It was a balmy 25 degrees today, almost shirtsleeve weather.

AnnaD, thanks for the tip.
Now, I'd ask you this: can a registered agent of the HOA (in this case owner of MC) take for granted the word of a few people who claim to be duly elected directors of the HOA, and file annual report with state of FL without any Minutes to prove what really transpired at election time ??? Now it's too late to correct the situation but I find this very troubling, and don't trust our PM.
This PM said to me that her contract is with the board, whereas you know legally speaking contracts are with the HOA.

I'm not sure what you are asking, but minutes aren't required for filing an annual report. At least not that I'm aware and not here in Kentucky.

I'm not sure, but if my memory is correct, the annual report form does have a signature line and just prior to the signature line is a statement something like the person signing attests that all the information is correct, etc etc etc.

So if the MC signs the documents based solely on someone's "word," then their level of comfort regarding the validity of information is a tad lower than yours.

Although, my guess is that the MC would not presume any reason why the person providing the information would be lying.

If I were not at the last annual meeting and the president emailed me a list of the board members elected at the least meeting, I would probably take him at his word and not require a copy of the minutes.

Our annual report deadline and our annual meeting are several months apart, anyway, so if there were reason to suspect that some board members were not REALLY elected board members, that information would have bubbled up long before the AR were due.

And if nothing did, I (as the MC) would just presume the default: the people ACTING as the board since the annual meeting ARE the current board members, and simply compile the annual report based on that presumption.

Come to think about it Donna, I have a fundamental problem with people who ignore and/or refuse to abide by our Statutes as well as customary parlamentarian practice. It's very unsettling to find out that you bought a house in a community that is run more like a "banana republic."

There is a new development. Our Secretary has just posted her candidacy to our website. A last minute move since deadline was Friday. She was "hand picked" by Prez. in October to fill vacancy left by VP. As I have already mentioned earlier on this thread, our Proxy instructs homeowners to mail or fax their Proxy to PMC. If appointee is blank then in defaults to Secretary.

I find all of this a bit suspicious although I might be wrong. I'd say Secretary cannot Preside elections if she is in fact a candidate. There is no ballot with her name on. According to outdated Bylaws, a vacancy of the board can be filled for the remainer of the term, but not beyond.

Your thoughts.

John, we are having our annual meeting and election for a new board tomorrow evening. She is fairly new as a board member but she is not listed as a Director of the HOA. She obviously wants a shot at the 2009 board. Are you saying she, as Secretary (she's just that, the Secretary), can assign a substitute to use Proxies sent to her ???

Yes, there is a second candidate listed on our website, someone I've gotten to know and someone I have asked to read a bunch of books, inclduing our Statutes. I may or may not submit my name from the floor.

Well, it appears that I also can do the same thing, meaning using the proxies I've collected to vote for myself. The irony is that a couple of weeks ago, this Secretary said to me over the phone that if I did that it's be a "conflict of interest."

If nobody is nominated as the voting proxy, and it doesn't default to anyone, then I'd guess the proxy is only good for quorum purposes, if that.

Susanna,
My condos have proxies that are almost identical, using them to obtain the needed quorums for the annual meeting and voting on amendments.

I believe 617 (not for profit corp. Statutes) covers the use this way.