Special Resolution to Recess the Annual Meeting to another location

[Melissa Steadman]

Our Board of the HOA has presented a Special Resolution to Recess the Annual General Meeting to another date, time and  location.  Our Proxy  specifically states the purpose of the meeting  we will be to open the meeting, establish a quorum, and reconvene at a venue in the United States.  Our proxy also states "The authorization embodied in the Proxy shall extend no further than as set out above."

If a majority shareholder has any other business to discuss, are we required to open the meeting?  As stated above, this is a Special Resolution to Recess the Annual Meeting. 

[Josh Martin]

1 hour ago, Melissa Steadman said:

Our Board of the HOA has presented a Special Resolution to Recess the Annual General Meeting to another date, time and  location.  Our Proxy  specifically states the purpose of the meeting  we will be to open the meeting, establish a quorum, and reconvene at a venue in the United States.  Our proxy also states "The authorization embodied in the Proxy shall extend no further than as set out above."

If a majority shareholder has any other business to discuss, are we required to open the meeting?  As stated above, this is a Special Resolution to Recess the Annual Meeting. 

First, as a matter of terminology, what you are describing is to adjourn the annual meeting to a later date. A recess is a short break, generally measured in minutes rather than days or months.

So far as RONR is concerned, a member is free to make other motions, although it may well be that the assembly will vote to adjourn to a later date before he has an opportunity to do so. There is no guarantee, however, that the assembly will agree to adjourn the meeting to a later date.

Since this is a meeting of shareholders, however, it is very possible the the organization’s rules or applicable law place their own limitations on the matters which may be considered at an annual meeting.

Edited January 22, 2020 at 06:26 PM by Josh Martin

[Melissa Steadman]

Thank you. I should be more specific. This is a HOA Board located in the bahamas. Bahamian law states that Annual Meeting must be held on property and within  15 months of our last annual meeting. The property was destroyed in the hurricane and it is not possible to hold the meeting on property. There are only 2 board members flying over with signed proxies.  The proxy states to open meeting, establish quorum, recess mtg to another date, time location and close mtg. Do we need to entertain/discuss any other item in the meeting if  a majority shareholder brings up an item?  I understand the Shareholder will be flying over and meeting us on property with their proxies. 

[Josh Martin]

1 hour ago, Melissa Steadman said:

Thank you. I should be more specific. This is a HOA Board located in the bahamas. Bahamian law states that Annual Meeting must be held on property and within  15 months of our last annual meeting. The property was destroyed in the hurricane and it is not possible to hold the meeting on property. There are only 2 board members flying over with signed proxies.  The proxy states to open meeting, establish quorum, recess mtg to another date, time location and close mtg. Do we need to entertain/discuss any other item in the meeting if  a majority shareholder brings up an item?  I understand the Shareholder will be flying over and meeting us on property with their proxies. 

None of the information presented here changes my previous answer. So far as RONR is concerned, the member has a right to make a motion. It is possible that the organization’s rules or applicable law provide otherwise.

Under other circumstances, it seems likely that a quorum would not be present at the meeting you describe (which would prevent the consideration of other business - an adjourned meeting could still be established), but since proxies are permitted, it may well be that a quorum is present.

[Melissa Steadman]

Thank you.  We have a quorum established with 75% owners signing a Proxy giving voting authority to the two Board Members who will be present at the meeting in the Bahamas, on the property.   I have attached a copy of our Proxy.  As you will note, the proxy specifically states "The authorization embodied in this Proxy shall extend no further than as set out above."  Is your answer still the same?  I just want to be sure so I can conduct the meeting properly and according to Roberts Rules, which we are governed.BBCOA - AGM 2-1-20 Proxy.xlsx

[Josh Martin]

18 minutes ago, Melissa Steadman said:

Thank you.  We have a quorum established with 75% owners signing a Proxy giving voting authority to the two Board Members who will be present at the meeting in the Bahamas, on the property.   I have attached a copy of our Proxy.  As you will note, the proxy specifically states "The authorization embodied in this Proxy shall extend no further than as set out above."  Is your answer still the same?  I just want to be sure so I can conduct the meeting properly and according to Roberts Rules, which we are governed.BBCOA - AGM 2-1-20 Proxy.xlsx

Yes, my answer is still the same so far as RONR is concerned. RONR doesn’t permit proxies, so there is nothing in RONR suggesting that the language on a proxy would limit the business that may be considered. See FAQ #10, paying particular attention to the last sentence.

I also reiterate again, however, that the organization’s rules or applicable law may provide otherwise. The question concerning the language on the proxy is a question for an attorney, not this forum.

[Melissa Steadman]

Thank you very much for your assistance.