Annual Meeting cut short

Louise welcome. While I have no doubts that your documents give you the power to call a special meeting, I'm sure there is a notice requirement also so that all that want to attend can; so your special meeting was probably invalid. If you resigned from the Board why were you chairing the meeting? And if you resigned how did you call a SM? It sounds like you have a lot of drama going on. As to your aborted annual meeting, did you make quorum to have the meeting to begin with? If not then the current Board would remain until a proper meeting could be held. If you are still on the BOD then the other members can remove you from the position of president but not from the Board unless your documents state different. Next time you hold a member meeting, I would hire an off duty sheriff to act as sergeant at arms and remove anyone causing a disturbance, Board member or homeowner.

You guys have helped me feel so much better. Yes the meeting was in a home, and I agree that they should be in a neutral place. There are also people who want to tape record the meeting (due to lack of trust). In the past the homeowner has refused to let them tape.

I was the (outgoing) president and the presiding officer who lost control of the meeting. The pattern of the board in the past is to spend the whole meeting aruging with the members. This year the secretary put "secret" numbers on the ballots & proxies to insure that they were the same ones that he mailed out. Basically there was nothing wrong with this, but as I said the membership doesn't trust the board and his system precluded emailing, faxing, etc. He also unilaterally set a cutoff time. In the meantime a current board member is picking up the mail. There was no system to safeguard against "lost" ballots. So the trouble started when a member questioned the secretary's system. The secretary got very defensive and stood up and loudly responded. I told him he didn't have the floor and that is when we all got kicked out.

Basically we did re-convene at another place, but we didn't do it formally. Instead we called it a special meeting. I would have to say that 90% of the people knew where the meeting was reconvened, but it's very difficult to say.

The problem remains that the board is split on the election. Some of the them seem to think that since we missed the "official" annual meeting date that we have to wait until next year. I think it is all a ploy to stay in office.

Thanks again for all your help and support.

Louise

Your bylaws set the TERM, so if you were supposed to hold an election and have not, then your board may not be in power at all.

Hold an election ASAP.

Reminder: people can serve several terms, but their term of office IS still for only one year.

Also, not all terms of office are for 1 year; ours are for 3 years and the terms are staggered. Only the officers whose terms were up would be affected.

State law should also be researched, including the state nonprofit corp act. What is not mentioned in the bylaws may be outlined in state law. I think you'll find that board members hold their offices until replaced.

Thanks for everyone's input. We have two board members who serve a three year term and the officers serve one year. The Bylaws clearly say a term of one year.
The two board members can call a special meeting and hold an election which would include absentee ballots. If the two do not agree to do this, I see the only alternative as a petition from the membership. There is a whole slate of candidates with every board position being contested, and, yes we need a new slate.

I also really appreciate the advice on having meetings in homes. We can hold our meetings offsite for free and must do this. This would solve a few problems (recording, getting kicked out, etc.) In fact, a place has already been reserved for the special meeting. All the plans were made for the election and now the best we can hope for is for the two remaining members to formally endorse them. I will also recommend an off duty sheriff at the next annual meeting.

I still have some research to do on WV law. The one thing I have found is that it is pretty clear that an election needs to take place. There are people who think because we missed the date in the bylaws that we have to wait until next year. It doesn't really surprise me because I think they will go to any length to stay in power.

I was reading old forums about proxies and how some people go door to door with their own proxy to gain support. This is the kind of thing that started the argument at our meeting. The board proposed that there was only one "official" proxy which was the one that the secretary sent out (with special numbers). The "difficult" secretary was refusing some of the proxies that a candidate for president brought to the meeting. I don't know very much about proxies, but it seems like it can get pretty convoluted. This secretary unilaterally did all this. Does anyone use "official" proxies?

I have four people on the now defunct board who hate me and it's hard to deal with. It's a "If you aren't for us, you're against us" mentality. However, I have a lot of members who love me for trying to create change.

Sorry to confuse you - I do appreciate the help. Here you go:

Board of Directors - Election and Term:
The business and affairs of this Association shall be managed by a board of three (3) Board of Director members, all of which shall be lot owners in the Subdivision, subject to this Association. The elected members of the Board of Directors may serve not more than two (2) terms consecutively. At the first annual meeting of the Association, one (1) of the elected members shall be elected for a one (1) year term, one (1) of the elected members shall be elected for a two (2) year term, and one (1) of the elected members shall be elected for a (3) year term, except in the case of those elected to fill an unexpired term. Each year after the first annual meeting of the Association and the Nominating Committee shall on or before the 3rd Sunday of July of each year submit to the Board of Directors a list of five (5) members of the Association nominated for election to the Board of Directors. The members of the Board of Directors to be elected annually shall be selected from the five (5) names submitted by the Nominating Committee, however, this provision of the ByLaws shall not prevent a person from being elected to the Board of Directors by a write-in ballot.

Officers
Number: The officers of the Association shall be a President, Vice-President, Secretary and Treasurer, nominated by the Nominating Committee by and from the Association, and elected by the Association. Nomination by and from the Association will also be taken from the floor.

Election and Term of Office:
The officers of the Association shall be elected by the Association at the Annual Meeting of the members of the Association, and the term of this office for each shall be one (1) year.
----------------------------------

Yes the membership elects the officers. I know its not normal and probably sets us up for more problems.

The Board has not had a nominating committee. Instead they ask their friends to run. In fact last year they put my name down as president without my even knowing. I came into all this mess cold. It took me about six months to understand the power struggle between the board and the members. Every election is the membership trying to take some of that power away and the board doing everything in their power to keep it. It's exhausting.

Louise

Louise I would get the members together and call a special meeting to replace the current BOD. I would then assist the new BOD in re-writing the by-laws to replace these poorly written and confusing sections. While I live in a condo, I've tacked on the section of our By-Laws to give you an idea of how we handle the annual meeting, election, proxies and election of officers.

Unless it was stated somewhere that the only proxies that would be accepted were "official proxies" provided by the HOA, the secretary was in the wrong to refuse the proxies presented.

Thanks again.

It was this proxy mess that ended our annual meeting and caused all these problems.

In terms of recalling the board. If we only have the two directors still in office at this time, there probably isn't a need to recall. I'm hoping that these two will call the special meeting to hold the election. There's always the possibility that some of the same people will be elected to the board. They work very hard at campaigning. Can a recall be retroactive? I think it is necessary to let the members know that the board has not been following the bylaws. I suppose this can all be done in a petition as well.

The obvious thing is for me to write a letter to the membership. I only hesitate because there were a lot of contentious emails that went out prior to the aborted annual meeting. I don't want any letter that I send out to fall on deaf ears.

Louise

We have this same set up: officers are elected, then general board members (5) are elected. Only ALL have the same length of terms. I have never liked this, but it's been for 48 years, so there's not much chance of changing it.

The Annual Meeting is not "aborted" - it should have been adjourned to another time (set at THAT time) for the purpose of the election. Since this was not done, the Board should set it NOW and hold it ASAP

Do this before a judge tells you to.

PS. You need a full general member board, at least. Fill the board positions by appointment, if needed. You need some kind of governing board at this time.