Quorum Rules Interpretation

[boilerhornX]

The HOA for my neighborhood has a  quorum requirement of 10% of membership for general meetings.  The quorum requirement is 60% of membership for special assessment meetings.  

For a special assessment meeting, the bylaws stipulate, "60% of the class shall constitute a quorum.  If required quorum is not present, the meeting shall be adjourned and another meeting may be called subject to the same notice requirement, but the required quorum for such subsequent meeting shall be 1/2 of the required applicable in the case of the preceding meeting to each class membership.  No subsequent meeting shall be held more than 60 days following the meeting."

General meetings require 15 day mailed notice.  Special assessment meetings require 30-60 days notice.

Should a quorum not be achieved (very possible) for the special assessment meeting, the meeting must be adjourned, per the bylaws.  If attendance is in excess of 10% (very likely) and HOA business items are discussed, does this violate bylaws by having an unannounced meeting?  Or, is it only a violation if HOA-related business decisions are made?

Diving further, if a group of 10% of the HOA membership meets for a block party and discusses HOA business,  does this constitute an undeclared meeting?  Or is an HOA officer required?

 

Thanks

[George Mervosh]

31 minutes ago, boilerhornX said:

Should a quorum not be achieved (very possible) for the special assessment meeting, the meeting must be adjourned, per the bylaws.  If attendance is in excess of 10% (very likely) and HOA business items are discussed, does this violate bylaws by having an unannounced meeting?  Or, is it only a violation if HOA-related business decisions are made?

Business can only be conducted at a regular or properly called meeting.  The call of a special assessment meeting is not the call for a general membership meeting and trying to have a general membership meeting when one was not called is completely improper.

 

31 minutes ago, boilerhornX said:

Diving further, if a group of 10% of the HOA membership meets for a block party and discusses HOA business,  does this constitute an undeclared meeting?  Or is an HOA officer required?

RONR doesn't address this at all.

If the quorum requirements are too onerous, the group should amend the bylaws to set the quorum to a more reasonable level and should never attempt to conduct business unless a proper call is issued.

Edited February 27, 2020 at 03:32 PM by George Mervosh
Changed the last sentence.

[boilerhornX]

@George Mervosh - thanks for the quick reply.  Your answers are consistent with my interpretation, too.

As noted, I believe there is a high chance that a quorum will not be established for the meeting and the meeting will need to be adjourned.  If the membership "hangs out" and discusses topics related to the HOA or the special assessment, is it legal and/or appropriate?  This is a bit of a corollary to the question about neighbors at a block party, etc. 

The reason I am asking this is that the focus/object of the special assessment is a complex (and potentially divisive) issue and it will be extremely useful to  have considerable dialog among the membership.  In cases like this, what do you recommend?  Should the board call meetings every 2 weeks with 1 agenda item "further discussion and progress on special assessment topic?"

[Atul Kapur]

53 minutes ago, boilerhornX said:

Diving further, if a group of 10% of the HOA membership meets for a block party and discusses HOA business,  does this constitute an undeclared meeting?  Or is an HOA officer required?

No, this is not an "undeclared meeting," whatever that creature is. It is not a meeting at all and has no status; you've told us that your meetings require notice, so without notice it's not a meeting. People who are there can discuss whatever topics they want but they cannot take any action or vote in the name of the HOA.

Nothing in RONR requires an HOA officer to be present at a meeting for it to be "official" (your bylaws may hace such a requirement). A meeting needs to have a presiding officer and a secretary. If the HOA officers are not present, then the general meeting can elect pro-tem presiding officer and secretary.

7 minutes ago, boilerhornX said:

If the membership "hangs out" and discusses topics related to the HOA or the special assessment, is it legal and/or appropriate?

They can do it if they want. There's nothing wrong with this informal discussion (including strategizing on how to get the outcome they prefer at an official meeting). Again, it has no official status.

Edited February 27, 2020 at 03:56 PM by Atul Kapur

[boilerhornX]

1 minute ago, Atul Kapur said:

No, this is not an "undeclared meeting," whatever that creature is. It is not a meeting at all and has no status. People who are there can discuss whatever topics they want but they cannot take any action or vote in the name of the HOA.

Nothing in RONR requires an HOA officer to be present at a meeting for it to be "official" (your bylaws may hace such a requirement). A meeting needs to have a presiding officer and a secretary. If the HOA officers are not present, then the general meeting can elect pro-tem presiding officer and secretary.

They can do it if they want. There's nothing wrong with this informal discussion. Again, it has no official status.

@Atul Kapur - thank you.  That's also what I thought.  And my term "undeclared meeting" was an attempt to characterize discussions by a group large enough to constitute a quorum in one type of meeting and not another.  Also, over the past 20 years, I've read of "secret meetings" (not sure what the proper term is) by boards or membership in attempts to circumvent (1) open meetings laws and (2) bylaws stipulations.  I want to make sure that the bylaws are followed and that any progress on the topic at hand is not invalidated by an improper (intentional or otherwise) move or decision by the present officers.

In a nutshell...
Provided no actions, decisions, or votes occur in the name of the HOA, any subset of the membership can meet for any reason at any time with any topics discussed.
Agree?

[Atul Kapur]

Sure, but they have no right to use HOA resources for this get-together.

I wouldn't use the term "meet" to avoid confusion as to whether this is any type of meeting. It's a group of people gathering for their own purpose.

[Richard Brown]

1 hour ago, boilerhornX said:

my term "undeclared meeting" was an attempt to characterize discussions by a group large enough to constitute a quorum in one type of meeting and not another.  Also, over the past 20 years, I've read of "secret meetings" (not sure what the proper term is) by boards or membership in attempts to circumvent (1) open meetings laws and (2) bylaws stipulations.  

You should check your own state statutes which might apply to homeowner associations, but in general such associations are not considered public bodies in the sense that open meetings laws  apply.  State open meetings laws, sometimes called sunshine laws, generally apply only to public bodies, not to private entities. 

[Josh Martin]

47 minutes ago, Richard Brown said:

You should check your own state statutes which might apply to homeowner associations, but in general such associations are not considered public bodies in the sense that open meetings laws  apply.  State open meetings laws, sometimes called sunshine laws, generally apply only to public bodies, not to private entities. 

While I agree that homeowner’s associations are certainly not “public bodies,” laws pertaining to homeowners associations frequently contain provisions similar to “open meeting” or “sunshine” laws, in order to protect members of the association (rather than the public at large).

If the original poster is concerned that “unannounced meetings” at which business of the association may be informally discussed are in violation of such laws, that is a question for an attorney. I concur with my colleagues that such gatherings violate no rule in RONR.

[boilerhornX]

Thanks to each of you for your input.  The proxy/quorum problem was rendered moot, as the meeting had significant attendance and > 50% representation by proxy.

The proxy representation poses a different "problem."  A director canvassed the neighborhood, collecting proxies and pressuring/persuading members to approve the special assessment.  Several members used the word "bully."  While a member is ultimately responsible for his vote, I find the director's behavior a bit unethical.  I'll re-read the bylaws and covenants to see if this activity is a violation.  I doubt it.

Edited February 28, 2020 at 02:32 PM by boilerhornX