Proxy Solicitation after a Postponed Vote

[Sherpa T]

My question pertains to a highly irregular voting procedure at an annual HOA meeting. The HOA bylaws references Roberts for procedural issues.

A 100 unit Homeowners Association holds its annual meeting. The Board has one proposal up for vote that is an expensive capital improvement. The capital improvement is not popular and brought a record turnout of Homeowners instead of the usual minimal attendance.

All attendees had to sign in as attending and indicate the members for whom they held proxies. Attendees and proxies exceeded the minimum attendance for a quorum. Ballots were distributed by the Board with a yes/no choice for the capital improvement, along with reelection of Board Members and other minor matters.

After a politely hostile response during the scheduled Q&A session regarding the proposal, the Board paused the annual meeting, and sensing defeat of their proposal, met out of the room. They came back in a few minutes with an announcement that it would defer voting on the capital improvement for 30 days, at which time a second annual meeting will be held for the sole purpose of voting on the capital improvement issue. All other issues scheduled for the meeting were voted on and ballots were collected.

The Board is now using the 30 day delay to aggresively solicit the proxies of those who did not attend the meeting or submit a proxy statement. Those missing votes could give the Board a majority to pass their proposal.

I view this a stuffing the ballot box after the fact and I believe the subsequent vote should be limited only to those in attendence at the first meeting. Any proxy collected by the Board after the postponed vote should be disqualified.

I did not see where Roberts anticipated this event, did I miss it? So my questions are:

First, can the Board defer a vote once it has a quorum and distributes ballots?

Second, can they solicit proxies after the first meeting and roll call of attendees/proxies?

Many thanks in advance to all,

Sherpa T

[Guest Edgar]

First, can the Board defer a vote once it has a quorum and distributes ballots?

No, but apparently the members (of the association) let them get away with it. You should have voted at the annual meeting as planned. The board has no authority (or even a presence) at a meeting of the general membership.

Second, can they solicit proxies after the first meeting and roll call of attendees/proxies?

The next meeting will be independent of the previous meeting. But, again, if it's a meeting of the general membership, the board, acting as a board, won't be there.

[tctheatc]

Do you not have a chair or president of the HOA? Is there something in the bylaws that says the board runs the meeting of the HOA? If not, as Edgar says, you folks need to stand up for yourselves.

[David A Foulkes]

Do you not have a chair or president of the HOA? Is there something in the bylaws that says the board runs the meeting of the HOA? If not, as Edgar says, you folks need to stand up for yourselves.

Churches and HOA's, eh tc?

[Guest Edgar]

Churches and HOA's, eh tc?

And small dog clubs.

[Gary Novosielski]

And small dog clubs.

And small-dog clubs of any size.