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Subject: Board changes date of annual members' meeting
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Author Messages
DavidH38
(Arizona)

Posts:15


02/08/2018 7:41 PM  
We recently learned that the Board and management company have changed the date of the annual members' meeting from March 8 to April 12. We learned at tonight's board meeting that the reason for the change is because either the board or the management company are late to prepare and issue the required nomination forms, voting ballots, etc.
Here's the rub: It appears that one of the important reasons why annual members' meeting are held in the same month every year has to do with the length of terms that board directors serve.

Two of the three directors will be up for re-election this year. The association bylaws stipulate that board directors serve for "a term of two years "– not two years and one month or one year and eleven months – but two years. You catch my drift? The two members who are up for re-election have terms that will conclude in March, 2018 (they were last elected in March, 2016). By the time the annual members' meeting comes along a month later, those same two directors will no longer be serving on the board, per the language of the Bylaws. Therefore, with just three directors total, there will not be a quorum of the board present to open the annual members' meeting, take nominations for directors from the floor, or any other business.

Am I correct on this issue? Also, at an annual members' meeting (different from a board meeting), is it necessary to have a quorum of the board present at the start of the meeting? If not, this takes care of what appears to be a major acute governance problem. Thank you for your comments to follow.
RichardP13
(California)

Posts:2538


02/08/2018 8:23 PM  
These things do happens and last I checked it wasn't the end of the world.
DavidH38
(Arizona)

Posts:15


02/08/2018 8:33 PM  
These things happen, meaning someone falls down on the job and changes the date of the members' meeting without thinking of the real ramifications or the term of board directors ends before there is an election of new directors, leaving the association without a seated board?
RichardP13
(California)

Posts:2538


02/08/2018 8:45 PM  
Posted By DavidH38 on 02/08/2018 8:33 PM
These things happen, meaning someone falls down on the job and changes the date of the members' meeting without thinking of the real ramifications or the term of board directors ends before there is an election of new directors, leaving the association without a seated board?



Taking this way to seriously.

Terms goes to the election at which new directors may be chosen. Directors serve UNTIL they are succeeded.

I lived in an association where they have elections for 8 years because they couldn't reach the required number for quorum. Same people stayed on, or if resigned, new appointments were done in secret.
DavidH38
(Arizona)

Posts:15


02/08/2018 11:13 PM  
Thanks, RichardP13!
TimB4
(Virginia)

Posts:15724


02/09/2018 3:31 AM  
The fact that the existing board continues to serve is based on Corporate law.
AugustinD


Posts:902


02/09/2018 7:09 AM  
Posted By DavidH38 on 02/08/2018 7:41 PM
We learned at tonight's board meeting that the reason for the change is because either the board or the management company are late to prepare and issue the required nomination forms, voting ballots, etc.


Why? How much notice do your Bylaws require? It is early February, and the management company cannot get together the required forms for snail mailing by early March, a meeting I expect they were at least a little aware of for the last 11 months, the biggest and usually most important meeting of the year?
RichardP13
(California)

Posts:2538


02/09/2018 8:33 AM  
It takes about 60 days to prepare for the annual meeting. 30 days for the nomination process (1 week in transit, 2 weeks in hands of owners, 1 week coming back), a few days getting ballots prepared and 30 days voting.
JohnC46
(South Carolina)

Posts:7503


02/10/2018 6:56 AM  
David

Why are you busting chops over a month? What is your end game?
GenoS
(Florida)

Posts:2087


02/10/2018 7:38 PM  
Posted By DavidH38 on 02/08/2018 7:41 PM
By the time the annual members' meeting comes along a month later, those same two directors will no longer be serving on the board, per the language of the Bylaws. Therefore, with just three directors total, there will not be a quorum of the board present to open the annual members' meeting, take nominations for directors from the floor, or any other business.

A quorum of directors is required to open the annual members' meeting? Is that AZ specific? I've never heard of such a thing. A members meeting is no a board meeting and directors present at a members meeting are in attendance as members like everybody else.
DavidH38
(Arizona)

Posts:15


02/11/2018 6:20 AM  
Thanks, GenoS. This is very useful info? Who then chairs the members' meeting if not the board president?
KerryL1
(California)

Posts:5160


02/11/2018 8:56 AM  
One year both the prez & VP were absent for the Annual Members Meeting and the Board sec'y chaired it. I'd imagine that nay director could chair it.
DavidH38
(Arizona)

Posts:15


02/11/2018 9:31 AM  
Oops! Typo in reply to Geno S. I meant to write "This is very useful info!"
GenoS
(Florida)

Posts:2087


02/11/2018 11:16 AM  
Posted By DavidH38 on 02/11/2018 6:20 AM
Thanks, GenoS. This is very useful info. Who then chairs the members' meeting if not the board president?

I believe the members can choose anyone they want to chair it. I just looked at a few sets of bylaws from HOAs around where I live and each lays out the "Order of Business" at the annual members' meeting. The first starts out as follows:

(a) Call to order by President or Chairman
(b) Appointment of Chairman of the meeting
(c) Calling of the roll and certifying of proxies
(...)

The second goes like this:

4.9.1 Determine the chairman of the meeting
4.9.2 Calling of the roll and certifying of proxies
(...)

Check your Bylaws because I've seen examples where the members elect a chairperson only if both the president and vice president are not in attendance.
DavidH38
(Arizona)

Posts:15


02/11/2018 11:21 AM  
Thank you all!
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