Quorum Problems

Last Wednesday will the the second year in a row that my HOA (in Texas) has not held an annual meeting because of a lack of quorum. I asked the guy running the meeting what happens now? Do we schedule another meeting? His response was no that the current board would remain intact and we would try again next year. I went home and read the by-laws and it does have a provision for reducing quorum by half at each subsequent meeting held within 60 days of the last. The section in the by-laws state that we "may" have another meeting but it did not say "must" Right now the board is refusing to schedule one. Is it true that things just stay the same with the board? Are the directors whose terms have expired still directors?

Check your documents such as the Certificate of Formation, CC&R's, or the Bylaws for specifics regarding the subject of elections. If you can't find anything written at least in your bylaws that states the term of the directors and procedures for election, then refer to the following State docs which list really vague info that apply in the absence of anything being written in the bylaws.
BUSINESS ORGANIZATIONS CODE CHAPTER 22. NONPROFIT CORPORATIONS (Sec 22.101 - 221), and Vernon's Texas Civil Statutes Article 1396-2.08 - 2.28. (The business org code does apply to associations)
How many members are in your association? Are there other concerned members?
We have our elections via mail because most of our members are out of state. We never have a quorum at our annual member meetings, so no "business" is conducted, but it is more of a way to provide information and announce the outcome of the election.

Another meeting HAS to be called within 60 days of the last one - and will be subject to the reduced quorum rate.

Apparently the Members are satisfied with the board leadership OR really don't care. The fact that you can't get 20% to show up, even with proxies allowed, to meet your meeting quorum proves that.

The board keeps raising dues without a meeting of the members. The raise must be within an allowable percentage rate for the board to do this.

Sorry - apathy is rampant.

The time to set the next meeting was at the meeting, not this late. and ANYONE could have motioned for that to take place.

What do your documents say about board members' terms: are they just for a time period, or "when replaced at election." Board members may be "safe" until replaced at an election.

Sounds like this board is very comfortable where it is.

If YOU are not comfortable with this board, get a Special election started. But it sounds like you are fighting homeowner apathy, not board members.

No; there was not a "meeting" - as soon as the presiding officer noted a lack of quorum, the only "business" that can be conducted is to set the date for another meeting.

BTW - My HOA requires a quorum at the annual meeting ONLY if voting on amendments or increase in dues. Otherwise, any other business can be conducted. So committee chairpersons can give reports, the financials are approved and elections are held in front of how many show up. This is stated in our bylaws.

Thanks Susan. You have been quite helpful.

Perhaps the quorum requirement is too high. Ours is only 10% of the membership unless voting on amendments or increase in assessments above 5% (which the board can do without membership approval).

Thanks Glenn. I finally got to talk to a board member (none seem willing to respond to emails). She told me that they were not going to schedule another meeting because it wasn't fair to elect new members with reduced quorum. We require 15% for the annual meeting but only 10% for assessment increases above 15%. I'm working on getting the 25% member signatures necessary to call a special meeting. I'm going to make another request at the next HOA meeting to hold an annual meeting before forcing things with a special meeting.

I don't think they are out of control, I actually think they did a good job last year. They took over and picked up a lot of the slack with managing the association because our old management company basically refused to work with them any longer. I'm looking into why that relationship went bad and I think it had to do with expectations. The management company was not doing some things they should have been doing. The board was expecting things that were not the management companies job.

It looks that the amount assessments increased corresponds to the higher price being paid to the management company. There were competing bids that came in around $12000 and the one selected is $18000. I understand "you get what you pay for". However, there was an amount of work they signed up for and if they are no longer willing to do it then they should hold an annual meeting and give someone else a chance. I have 3 candidates already lined up.

There was a form you could send in if you wanted your name placed on the ballot. Nobody ever sends them in. I think the current board members were all floor nominations when they were initially elected. So, at least in this neighborhood, not sending in the application doesn't mean anything.

I've found that an expired board seat is expired until an election is held to fill the seat. This means that all 3 seats are expired. Board members can continue on in their board member roles until they are replaced by an election or until they resign. I'm going to switch tactics away from reduced quorum since it say MAY rather than MUST and see if I can use the provision in Texas Law that states that a member can ask that an annual meeting be held if the board fails to call one. I don't think it fits 100% since they did call the meeting, it just didn't take place.

From a board members perspective, why would you not try again to have an annual meeting? If you have been doing a stellar job then why not stand up during the board presentation and tell the members what all they have done for them. Brag a little. Don't want to waste the money on another meeting because you think nobody will show up again? Afraid only pissed off people will show up and vote you out? Go around and get proxies and vote for yourself. Heck, you even get a head start since you don't have to send notifications until 2 weeks prior to the meeting.

Hello, I just found this site and this thread and figured I would see if you were still having problems. We have the same problem with not meeting quorum at our Annual meetings, but there are new laws in effect now that will change a lot of this. Are you aware of the new legislature that was passed last year and has gone into effect as of 01/01/2012?

Penny,

I think BeeGee was talking about a TX statute.
Only federal laws would apply to HOAs in different States.