no annual meeting

Judy,

Seeing that an Annual meeting is a required event for all HOAs in Florida, I would suggest that the Board reschedule it again. But your Board and members who will be willing to do some preliminary work need to get members out collecting proxies and informing the membership of their responsibilities to the HOA.

I posted the first couple of paragraphs on 617, which is the Articles of Inc, that you follow to be a Not For Profit Corp in the State.There is a way to get the annual meeting done if you use this as a guide.

617.0701 Meetings of members, generally; failure to hold annual meeting; special meeting; consent to corporate actions without meetings; waiver of notice of meetings.--

(2) Failure to hold an annual meeting does not cause a forfeiture or give cause for dissolution of the corporation, nor does such failure affect otherwise valid corporate acts, except as provided in s. 617.1430 in the case of a deadlock among the directors or the members.

(3) Special meetings of the members may be called by the president, the chair of the board of directors, the board of directors, or such other officers or persons as are provided for in the articles of incorporation or the bylaws.

(4)(a) Unless otherwise provided in the articles of incorporation, action required or permitted by this act to be taken at an annual or special meeting of members may be taken without a meeting, without prior notice, and without a vote if the action is taken by the members entitled to vote on such action and having not less than the minimum number of votes necessary to authorize such action at a meeting at which all members entitled to vote on such action were present and voted. In order to be effective, the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving members having the requisite number of votes and entitled to vote on such action, and delivered to the corporation by delivery to its principal office in this state, its principal place of business, the corporate secretary, or another officer or agent of the corporation having custody of the book in which proceedings of meetings of members are recorded. Written consent shall not be effective to take the corporate action referred to in the consent unless the consent is signed by members having the requisite number of votes necessary to authorize the action within 60 days of the date of the earliest dated consent and is delivered in the manner required by this section.

Thanks for your information. Our HOA needs 177 Homeowners and/or proxies to have a legal voting quorum. We have been door to door twice but still haven't been successful. We have explained to the homeowners how much it cost to reschedule the annual meeting. I'm at a loss at this point with the apathy

Some people have resorted to drastic measures because of what you are talking about. I have heard of people sending notice of a special assessment. And one BOD has even gone as far as making it a finable offense for failure to attend or send a proxy.

I would say that part of the problem would probably be rooted in the following:

1. Perception their vote won't matter.


2. Perception the HOA doesn't have relevance


3. Past meetings may have taken too long


One thing you may find though is that the next meeting has even fewer then the first two did. And if you go to a fourth you will surely have a losing battle as people who were coming will feel defeated and not come because "What is the point?"

I would not focus on getting people to this meeting. It just won't happen this year. But perhaps you could convince a few people to collect proxy votes. In return, they get the power to decide the direction of the neighborhood for the next year.

If you have a pool, then you may have the answer at some point in that you could simply not open the pool until a properly held meeting takes place.

Go ahead and hold the meeting - with whomever shows up!!
If someone complains, let them file the complaint. Any judge that would look at your attempts to hold a meeting, and were thwarted by non-participation of your own members, would tell you to go ahead and hold it with whomever shows up.

Any judge who would decide that perhaps shouldn't be on the bench. Thwarted by non-participation is not a cogent reason to ignore the rules.

Get enough proxies for a quorum. People (HOAers), in my experience, will sign anything if it results in being otherwise left alone. I've even had folks stop me 10 seconds into the pitch by saying "Sure. I'll sign it" without caring what the issue is.

IMO, the best way to handle this might be to send a letter to all the members and explain exactly what happened. Because so many of the members didn't feel the need to either send in a proxie or a ballot or to even come to the meeting and vote, a quorum was not attained. However it wasn't until after the election was held that this was noticed. Include a survey in the letter asking the members to state whether or not they feel another election should be held or if the members elected should just serve out their term. It's really up to the members because they are the ones who have to make up the quorum. I would be very shocked if they voted to hold another meeting and election. If they weren't concerned enough to participate in the first meeting, what makes you think they'll want another one?

To all,
And if this has been covered, forgive me.

Seems to me the Annual Meeting, if that is what we are talking about, should have this all resolved before the meeting. I suspose this also means no one will attend any board meeting either. But, in any case, the good folks that are trying to put this together should, by notification, somehow, to all members. Now single postings would work, but it the atmosphere warrants, a legal notice in the paper would help. Not to get more people but when no one shows as a substanation that official notice was given. If you can't get a board meeting, do town hall with announcements to get people interested. I see nothing is gained if all you do is to establish something that you can not do (hold annual meeting). Best to prepare, have exactly how you intend to proceed and announce it at the annual meeting.

Donna,
This must be my slow Saturday and I don't explain well. My intent of a Town Hall Meeting is to get attention by Public announcement. Now if no one comes to meetings then publish notice in the legal section of paper that the annual meeting will be held as required. Then if you go to annual meeting and not one attends, open and close meeting with whatever resolution this OP wants to make. If serious enough you go before a judge for receivership or something. OP is under the gun, he presents to judge the attemps at trying to hold annual meeting along with notice of Townhall announcement to discuss problem. Judge is likely to take his efforts as good faith and will help or do what has to be done. You go before the judge without good faith documented effort he may order you to go back and do it again.
Does that make sense or suggest a different way to take the problem out of the OP hands?

Donna,
I agreed 100% and the interesting, maybe unsolveable part of this equation is "when is enough enough>" Which I think we have never pinned down here. There is certainly nothing in the documents that I have seen that define the line. Talk to me about when is enough enough, not so much the steps to try and find this line in the sand. Maybe the answer is there is no answer. Is there a legal criteria? A minor point here is: is there a functioning board here? I thought the OP was alone or close to being alone and Board meeting could not be held also?

I sort of feel it falls by default to the last remaining soldier. He has to stand up and take the bullet (so to speak). I am sure there are places that NO BODY cares enough to stand up and that is another problem. I am also sure there are associations that never got registered, never had a Board election and never paid many dues. I doubt there are any condos like this. But, dysfunctional to a varied degree, we know that.

Anyway, what is the answer here and does it apply to all and is there a reply to all association?

Our BOD was told by the attorney that they had to stay on, and if they wanted to get off to resign one at a time while appointing others. We ended up with a BOD that got THROWN OUT the next year.

My solution would have been different, because of our voting rules. I would change the proxy to be for quorum only, you know like the corporations do. Our Bylaws state that they only have to get a majority of votes ... not of quorum! The proxy I regularly received says that I am also conveying all voting rights on whatever issues come up ... I'm not willing to sign that so, I either find someone I trust of let the BOD deal with it. I've tried to get them to change the proxy, but that request goes unanswered!