Quorum Not Present, but Action Taken

[Guest Roxanne A.]

I am the parliamentarian of our neighborhood HOA. I had been in the position for 30 days with no prior experience when we held a special meeting to raise HOA dues. The meeting proceeded and dues were increased by vote without quorum. It was a misunderstanding because according to our covenants a special meeting to raise dues requires a different quorum than the annual meeting. The vote passed and the increased dues have been collected all year. When preparing for this year's annual meeting, I discovered that we did not have quorum last year.  Because action has already been taken, what is the correct course of action at this point? Is the vote completely invalid and money should be returned/credited to the homeowners? Can the vote be ratified because action was already taken and carried out in good faith? Thank you for any help you can provide.

[Atul Kapur]

The standard in RONR is: Do you have "clear and convincing proof" that there was not a quorum? "a point of order relating to the absence of a quorum is generally not permitted to affect prior action; but upon clear and convincing proof, such a point of order can be given effect retrospectively by a ruling of the presiding officer, subject to appeal" RONR (12th ed.) 40:12

[Roxanne A.]

Thanks for the help. We have the attendance of the meeting (each person signs in or registers their proxy vote) that shows we only had 35 present instead of the required 44 votes. So, someone at the annual meeting would have to call a point of order about quorum. Correct? If that happens, then the President of the board of directors could determine the vote was invalid. Any member could appeal his decision. Am I understanding this properly?

If the previous vote is determined to be invalid, does this affect the collection of dues from the previous year?

[Atul Kapur]

Yes, it does affect the collection of dues, as you did not have authorization to do that.

You should consider having a motion ready for this meeting to deal with what you are going to do going forward and another motion to deal with how you are going to handle what happened over the last year. Since you are an HOA, you probably want to get legal advice on the second motion.

[Rob Elsman]

As far as RONR has the controlling rule, a body count of the persons actually present in the meeting room or area is used to determine whether there is a quorum  From the context of the information provided, it seems that the association has a different definition.  Therefore, the association's own rule will have to be employed to determine whether quorums have been attained in previous meetings over the previous years.

[Roxanne A.]

Thank you. Our covenants state, "At the first such meeting called, the presence of members or of proxies entitled to cast sixty percent (60%) of all the votes of the membership shall constitute a quorum."

I will be sure to pass this information along to our board members. I believe we have a lawyer on retainer.

[Gary Novosielski]

6 hours ago, Roxanne A. said:

Any member could appeal his decision.

Well, any two members--one to move the appeal, and one to second it.    See RONR 12th ed. §24