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In the State of Virginia, Can a Board members vote over the phone if a quorum is not physically present?

Started by GraceH • 15 replies • 1703 views

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GraceH (Virginia)
Posts: 224
Posted:
In the State of Virginia, if a quorum is not reached at a board meeting in which the appointing of a new board member is going to be voted on, can the absentee board members call in their votes?
The only thing I have read is that a meeting can be held over the phone, at least 2 board members shall be physically present at the meeting place included in the notice and the audio equipment shall be sufficient for any member in attendance to hear what is said by any board member participating in the meeting who is not physically present.
JohnK3 (Pennsylvania)
Posts: 967
Posted:
Grace,

Based on what you state above, what's your question?
GraceH (Virginia)
Posts: 224
Posted:
If a quorum is not met for the meeting to be held, can a board member still call in a vote and is it valid?
JohnK3 (Pennsylvania)
Posts: 967
Posted:
Grace,

If what you stated above is correct, 2 BODers physically present is enough to open the meeting. What is your BOD # and what do your ByLaws state is a quorum?
GraceH (Virginia)
Posts: 224
Posted:
We have 7 BOD but 1 of those seats was to be filled. The By-Laws state a majority is needed for quorum. They did not hold the meeting because of the lack of a quorum.
I was told in the past that a BOD can not call in a vote.
JohnK3 (Pennsylvania)
Posts: 967
Posted:
Grace,

That being said, it would appear a majority of the BOD would be 4. So....

1. The 2 physically present call the meeting to order.
2. A quorum would then be achieved if 2 add'l BODers are present via phone.
3. The business of the meeting can then be conducted.
GraceH (Virginia)
Posts: 224
Posted:
The meeting was not called to order, they canceled the meeting.
The absentee BODers called in their vote to the property manager before hand.
JohnK3 (Pennsylvania)
Posts: 967
Posted:
Grace,

Then it seems like your BOD ought to give it another shot as outlined above.
GraceH (Virginia)
Posts: 224
Posted:
John,
Thank you for your help.
Would this need to be put on an agenda for reconsideration of vote, or brought up during Home Owners Forum that is not recorded in the minutes?
You see, I have also had a hard time getting items placed on the agenda. Even when the property manager says that it will be put on the agenda, she does not.
JohnK3 (Pennsylvania)
Posts: 967
Posted:
Grace,

This is a BOD meeting, yes? The BOD calls the meeting, not the PM. Homeowners' approval is not required, nor is the PM's. There's nothing to reconsider as the previous meeting to appoint Member 7 was not held to the point of that appointment.
GraceH (Virginia)
Posts: 224
Posted:
John,
Let me clarify things a little more. I do not agree with this, and a number of Home Owners and I are trying to rectify how our association has been running for years.
Our Property Manager handles everything. She tells the board what is going to be done and they agree with little or no input. They just voted on approving her contract in an executive session without prior review. While the P.M. was going over other exec. issues, one BOD was late and stated that she could not vote because she had not had enough time to review it.
Our By-Laws are repeatedly ignored.
There is no accountability for their actions.
The community is deteriorating and our fees are going up and up with no visible benefit.
She has raised fees for copying charges from .25 to $2.00 a page and a $25.00 administrative fee per document without board knowledge yet says that the board decided.
The association was paying for employees cell phones, again "the board decided" yet had little or no knowledge.
We pay for an Attorney that we can not access because only the P.M. can.
I can go on and on. I just feel like this is too much to be going on and don't know how to change it.
MaryA1 (Arizona)
Posts: 7,043
Posted:
Grace,

First of all the BOD needs to realize that they should be in charge, not the PM. Until this is changed, everything will remain the same. If there is something in the PM's contract that is objectionable to the board that should be brought up and negotiated. Perhaps it's really time for a change in mgmt co's or perhaps the mgmt co could assign a different PM to your assn. As for the PM being the only one who can speak to the attorney, this is totally unacceptable. I see nothing wrong with the Pres being the only to speak with the attorney, but certainly not just the PM. The PM is not in charge of the assn, the board is and it's the board, not the PM, who will be held accountable for the actions of the assn. Your board needs to be educated in their duties and responsibilities!!
GraceH (Virginia)
Posts: 224
Posted:
Mary,
Thank you for your help with this one also.
I have found a few things in the P.M. contract that are questionable. Monetary compensation she receives that is listed under Job Description instead of Employment Agreement. However I was told that since the board voted on it, it is too late to do anything.
MikeD13 (Virginia)
Posts: 9
Posted:
The management agreement should have a clause for breaking the contract.

Your counsel represents the Board and the Association. At no time should your counsel be taking the side of the management company, other than perhaps to confirm what the law says. If you ever have a serious problem with the management company, your HOA president should begin confidential discussions with counsel.

Document as much as possible with emails and letters. Identify specific breaches or deficiencies in the management company's performance and formally ask them to rectify it. Once documented, you can have your counsel write a letter to the management company to escalate the issues and put them on notice.

If changing the PM doesn't work, just change companies. It's a little bit of a pain, but VA law requires the old company provide all relevant documents to the new one and so you should be up and running fairly soon. Do NOT accept sub-par management. You are paying for a service and they work for you.

Read the VA homeowners act (it's pretty straightforward) and make sure you know your by-laws well.

The other comments here seem to be spot on, but having gone through some similar issues I am happy to offer additional help if you like.

TimB4 (Tennessee)
Posts: 21,059
Posted:
Mike,

As always good information.

Did you notice that this thread is over 2 years old?

Tim
MikeD13 (Virginia)
Posts: 9
Posted:
Quote:
Posted By TimB4 on 10/22/2012 11:02 AM
Mike,

As always good information.

Did you notice that this thread is over 2 years old?

Tim

Ha! Yeah, just after I posted it I looked at the time stamp. I just found this forum today and am still figuring out the best way to search for and respond to articles that I might be able to relate to. Thanks!

~Mike

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