Annual HOA meeting, no quorum (5 short of quorum), meeting had hard stop, all reports done except budget approval and elections, what are quorum requirements for continued meeting?

[Guest Jacky]

HOA does not quorum at annual meeting, Bylaws state the meeting can be adjourned and new meeting set within 5 to 30 days. Bylaws aslo state if quorum is reached it remains throughout meeting even if members leave.  At the initial meeting, meeting had a hard stop from the venue. Time comes and there was no quorum. Board collectively announced meeting would be continued until date a within 5 to 30 days and all proxies would remain in effect. President calls meeting adjourned. Notice of meeting stated all attendance rolls and proxies would remain in effect at continued meeting. Members who attended meeting do not want there to be a quorum at next meeting so they are saying their attendance should not be counted at continued meeting. 

Can the Board count the persons who attended last meeting but do not attend next meeting? Also if a proxy holder does not attend new meeting does the proxy not count even if it was submitted to the Secretary in advance?  

[Josh Martin]

On 3/15/2024 at 4:56 PM, Guest Jacky said:

Members who attended meeting do not want there to be a quorum at next meeting so they are saying their attendance should not be counted at continued meeting. 

I'm not quite sure I understand this. Why do members not want there to be a quorum?

I will note that it seems the organization still had essential business to attend to, since the organization did not complete its elections or approval of the budget. So it seems to me the board likely will (and should) continue to reschedule the meeting indefinitely until it obtains a quorum, so that this business can be completed.

On 3/15/2024 at 4:56 PM, Guest Jacky said:

Can the Board count the persons who attended last meeting but do not attend next meeting? Also if a proxy holder does not attend new meeting does the proxy not count even if it was submitted to the Secretary in advance?  

Setting proxies aside for a moment, there is certainly no doubt that with respect to persons actually present at either meeting, and who have not submitted proxies, those persons are only present at the second meeting if they actually show up. Attendance at a previous meeting doesn't count.

As for proxies, however, you're on your own.

"Should proxy votes be counted?

A “proxy” is a means by which a member who expects to be absent from a meeting authorizes someone else to act in his or her place at the meeting. Proxy voting is not permitted in ordinary deliberative assemblies unless federal, state, or other laws applicable to the society require it, or the bylaws of the organization authorize it, since proxy voting is incompatible with the essential characteristics of a deliberative assembly. As a consequence, the answers to any questions concerning the correct use of proxies, the extent of the power conferred by a proxy, the duration, revocability, or transferability of proxies, and so forth, must be found in the provisions of the law or bylaws which require or authorize their use. [RONR (12th ed.) 45:70–71.]" FAQ #10, emphasis added

Edited March 15, 2024 at 10:04 PM by Josh Martin

[Atul Kapur]

On 3/15/2024 at 5:56 PM, Guest Jacky said:

Can the Board count the persons who attended last meeting but do not attend next meeting? Also if a proxy holder does not attend new meeting does the proxy not count even if it was submitted to the Secretary in advance?  

These are questions, with some interesting details, that you need to ask a lawyer who has experience with the HOA laws in your jurisdiction. 

[Guest @Josh]

Some members do not want the election to take place so this is why they do not want a quorum to occur. They think if no election is held the current Board will remain in office until an election can be held which may not be until the next annual meeting when the directors they do not like will be up for re-election. 

 

[Guest @Josh]

The Bylaws allow for proxies and they are valid for 11 months unless revoked. The proxies are not the issue. They believe some members will not attend the meeting in person in order to prevent the quorum. They are thinking the prior meeting was recessed. There was no  motion to adjourn the meeting, the President announced there was no quorum so we will reconvene at a date within 5 to 30 days (this is time line in Bylaws) once the Board secures a location. 

[Gary Novosielski]

On 3/15/2024 at 8:00 PM, Guest @Josh said:

Some members do not want the election to take place so this is why they do not want a quorum to occur. They think if no election is held the current Board will remain in office until an election can be held which may not be until the next annual meeting when the directors they do not like will be up for re-election. 

What do your bylaws say, precisely, about the terms of board members?  Specifically do they contain a phrase such as "and until their successors are elected," or perhaps "or until...?"   Or do they just say "for n years" period?

On 3/15/2024 at 8:06 PM, Guest @Josh said:

The Bylaws allow for proxies and they are valid for 11 months unless revoked. The proxies are not the issue. They believe some members will not attend the meeting in person in order to prevent the quorum. They are thinking the prior meeting was recessed. There was no  motion to adjourn the meeting, the President announced there was no quorum so we will reconvene at a date within 5 to 30 days (this is time line in Bylaws) once the Board secures a location. 

Does your quorum depend strictly upon how many people attend, or does the rule in your bylaws say "in person or by proxy" perhaps?

Regardless of whether there was a formal adjournment, the meeting was in fact adjourned, unless the members are still there.  Since the chair announced that the assembly would reconvene at a future date, that will be an adjourned meeting.  It counts as part of the same session, but is a separate meeting, so the quorum requirement must be met as for any new meeting.

[Josh Martin]

On 3/15/2024 at 7:00 PM, Guest @Josh said:

Some members do not want the election to take place so this is why they do not want a quorum to occur. They think if no election is held the current Board will remain in office until an election can be held which may not be until the next annual meeting when the directors they do not like will be up for re-election. 

Well, those members are wrong. The annual elections are required, whether members want them to happen or not.

If there is no election, the board should continue to reschedule the meeting indefinitely until it obtains a quorum, so that the election can be completed.

(The members also may or may not be correct that the current board members will remain in office until the election can be held. I'd need to know what the bylaws say about the term of office for board members.)

On 3/15/2024 at 7:06 PM, Guest @Josh said:

The Bylaws allow for proxies and they are valid for 11 months unless revoked. The proxies are not the issue. They believe some members will not attend the meeting in person in order to prevent the quorum. They are thinking the prior meeting was recessed. There was no  motion to adjourn the meeting, the President announced there was no quorum so we will reconvene at a date within 5 to 30 days (this is time line in Bylaws) once the Board secures a location. 

So for starters, they're incorrect that "the prior meeting was recessed." This is much too long a break to be considered a recess.

"A recess, strictly speaking, is a short intermission or break within a meeting that does not end the meeting or destroy its continuity as a single gathering, and after which proceedings are immediately resumed at the point where they were interrupted. During the recess, members may leave the hall or room in which the meeting is being held, but they are expected to remain nearby. A recess frequently has a purpose connected with the business of the meeting itself—such as to count ballots, to permit consultation among members, or the like. (For the motion to Recess, see 20.)" RONR (12th ed.) 8:2

But at least for purposes of RONR, it's irrelevant anyway. What matters for quorum is whether a member is currently present, not whether the member was present at some point in the past.

Edited March 16, 2024 at 04:07 PM by Josh Martin